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Agenda Packet City Council - 08/14/2018
City of Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Agenda - Final City Council Tuesday,August 14, 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 Pastor Rick Barrera, Cornerstone Church. C. Pledge of Allegiance to the Flag of the United States to be led by Kim Baker, Assistant Director of Financial Services. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 18-0963 Proclamation declaring August 12-18, 2018, "National Health Center Week". Proclamation declaring August 2018, "Xeriscape Corpus Christi - Water Wise Gardening Month". Proclamation declaring September 15, 2018, "Operation K.E.Y.S. (Keeping Every Youth in School)". Commendations recognizing the Laguna Little League Junior Softball All-Stars. City of Corpus Christi Page 1 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. STRATEGIC FUTURE ISSUES (NONE) b. CITY PERFORMANCE REPORT - STREET OPERATIONS C. OTHER G. MINUTES: 2. 18-0933 Regular Meeting of July 31, 2018 and Workshop Session of July 23, 2018. Attachments: Minutes -July 31, 2018 Minutes-July 23, 2018 Workshop H. BOARD &COMMITTEE APPOINTMENTS: 3. 18-0962 Library Board Park and Recreation Advisory Committee Transportation Advisory Commission Attachments: Library Board Park and Recreation Committee Transportation Advisory Commission I. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed;may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance;or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting;such agendas are incorporated herein for reconsideration and action on any reconsidered item. J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. City of Corpus Christi Page 2 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. K. CONSENT AGENDA: (ITEMS 4 -22) 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. 18-0804 Resolution authorizing outside city limits water contract with property owners in Mokry Estates. Attachments: Agenda Memo Mokry Estates Resolution -Mokry Estates OCL WC Presentation Mokry Estates OCL Water Contract 7.18.18 Water Contract-A761 - Mokry Estates OCL Water Contract 5. 18-0843 Purchase and Installation of Upfitting Equipment for Police Vehicles Motion authorizing the purchase and installation of upfitting equipment on police vehicles, with a two-year service agreement for$365,362.75 from Cap Fleet Upfitters of Temple, Texas, via the BuyBoard Cooperative. Attachments: Agenda Memo- Upfitting for Police Vehicles Price Sheet- Unfitting for Police Vehicles Service Agreement 1811 - Upfitting for Police Vehicles 6. 18-0801 Amendment No. 1 to Master Services Agreement for engineering and technical support for project development in Solid Waste Operations City of Corpus Christi Page 3 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 Motion authorizing Amendment No. 1 to a 3-year Master Services Agreement with Hanson Professional Services of Corpus Christi, Texas in the amount of$712,501 for a total restated fee of$750,000. Attachments: Agenda Memo-Solid Waste Tech Support Amend. No. 1 Location Map-Solid Waste Tech Support Amend. No. 1 Presentation -Solid Waste Tech Support Amend. No. 1 Master Services Agreement -Solid Waste Tech Support Amend. No. 1 7. 18-0794 Supply Agreement for Crushed Limestone for Street Operations Motion authorizing a three-year supply agreement with Vulcan Construction Materials, LLC of San Antonio, Texas, for the purchase of crushed limestone, for the total amount not to exceed $423,000.00. Attachments: Agenda Memo-Crushed Limestone...docx Bid Tabulation -Crushed Limestone for Street Operations Supply Agreement-Crushed Limestone for Street Operations-iDdf 8. 18-0795 Supply Agreement for Cold Mix-cold Laid asphalt and Pre-Coated Aggregate for Street Operations Motion authorizing a three-year supply agreement with Vulcan Construction Materials, LLC of San Antonio, Texas, for the purchase of cold mix- cold laid asphalt and pre-coated aggregate, for the total amount not to exceed $2,087,700.00. Attachments: Agenda Memo-Cold Mix.docx Bid Tabulation -Cold Mix SupplV Agreement-Cold Mix --Cold Laid 9. 18-0846 Supply Agreement for Purchase of Hot Tap Fittings Motion authorizing a three-year supply agreement with M.T. Deason Company Inc, of Birmingham, Alabama, for the purchase of hot tap fittings for a total amount not to exceed $249,721.80. Attachments: Agenda Memo-Hot Tap Fittings Bid Tabulation- Hot Tap Fittings.xlsx SupplV Agreement 10. 18-0868 Service Agreement for Brush Grinding Services for Solid Waste Operations Motion authorizing a four-year service agreement with Austin Wood Recycling, of Cedar Park, Texas for brush grinding services for a total amount not to exceed $345,000.00. Attachments: Agenda Memo - Brush Grinding for Solid Waste Operations.docx City of Corpus Christi Page 4 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 Bid Tabulation - Brush Grinding for Solid Waste Operations.xlsx Service Agreement Brush Grinding for Sold Waste Operations. df 11. 18-0851 Resolution requesting the Texas General Land Office (GLO) to allocate a portion of federal GOMESA funds to coastal cities Resolution of the City of Corpus Christi, Texas requesting that the State of Texas and the Texas General Land Office annually set aside a portion of the State Gulf of Mexico Energy Security Act (GOMESA) funds for Texas coastal cities and continue to fully fund the Coastal Erosion Protection Response Act (CEPRA) program with state revenues. Attachments: Council memo-GOMESA funding from GLO 070918 DRAFT TxASBPA Resolution GOMESA funding 12. 18-0864 Utility Bill Printing and Mailing Services Motion approving a one-year service agreement for utility bill printing, mailing, and insert printing services with Information Management Solutions, L.L.C. of San Antonio, Texas for an estimated expenditure of $886,886.48, with four one-year options for a total potential multi-year amount of$4,434,432.40. Attachments: Agenda Memo- Utility Bill Print Mailing and Insert Printing Svc Service Agreement 1578- Utility Bill Print, Mailing, and Insert Printing Svc.pdf Matrix Summary 1578 Utility Bill Printing, Mailing and Insert Printing Services.pc 13. 18-0907 Setting the City Council Meeting Date to Adopt the Property Tax Rate Motion setting September 18, 2018 as the date of the adoption of the ad valorem tax rate of$0.626264 per $100 valuation. Attachments: Agenda Memo for Ad Valorem Tax Rate Meeting 14. 18-0908 Scheduling Two Public Hearings Related to Fiscal Year 2018-2019 Property Tax Motion setting a public hearing on the ad valorem tax rate for August 28, 2018 and a second public hearing for September 11, 2018 during the City Council meeting beginning at 11:30 a.m. at City Hall, 1201 Leopard Street, Corpus Christi, Texas. Attachments: Agenda Memo for Two Public Hearings. 1s. 18-0916 Scheduling Public Hearing on Fiscal Year 2018-2019 Operating Budget Motion setting a public hearing for the City of Corpus Christi Fiscal Year 2018-2019 Operating Budget for August 28, 2018 during the regular City City of Corpus Christi Page 5 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 Council meeting beginning at 11:30 a.m. at City Hall, 1201 Leopard Street, Corpus Christi, Texas. Attachments: Agenda Memo to set Public Hearing date 16. 18-0805 Second Reading Ordinance - Rezoning property at or near 6000 Yorktown Boulevard (1st Reading 7/31/18) Case No. 0218-03 William B. Miller, Jr.: Planninq Commission and Staff Recommendation (June 27, 2018): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District (Tract 1). Denial of the change of zoning from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District (Tract 2), in lieu thereof approval of"CN-1/SP" Neighborhood Commercial District with a Special Permit (Tract 2). Ordinance rezoning property at or near 6000 Yorktown Boulevard from "RS-6" Single-Family 6 District to the "IL" Light Industrial District (Tract 1) and "CN-1/SP" Neighborhood Commercial District with a Special Permit (Tract 2). Attachments: Agenda Memo 0218-03 William B. Miller, Jr Ordinance Special Permit 0218-03 William B. Miller, Jr CC Report 0218-03 William B. Miller, Jr with Exhibits Presentation 0218-03 William B. Miller, Jr 17. 18-0897 Second Reading Ordinance - Urban Transportation Plan Amendment (1st Reading 7/31/18) Ordinance amending the Urban Transportation Plan map by Realigning proposed Yellow Oak Avenue and at the intersection with CR 48, extend southward as an RA1 Minor Rural Arterial to intersect with proposed east/west RA1 Minor Rural Arterial; realigning proposed arterial CR 48 between FM 1694 (Callicoate Rd) and FM 24 (Violet Rd) to the northeast and redesignate as a Local Rural Street; deleting a segment of proposed C1 Collector Oregon Trail; designating a segment of Haven Road from FM 24 to proposed point near north/south Collector west of Warrior Drive as a C1 Collector; deleting a proposed C1 Collector segment from Oregon trail to the intersection near FM 1694; adding an RA1 Minor Rural Arterial between IH 69 and FM 24, redesignating proposed C1 Collector to an RA1 Minor Rural Arterial between IH 69 and FM 24; and, adding a proposed rural street designation of(RA1) Local Rural Street to the UTP. Attachments: Agenda Memo- UTP EPIC Ordinance UTP EPIC Presentation - UTP EPIC City of Corpus Christi Page 6 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 18. 18-0905 Second Reading Ordinance - Ordering a General Election to elect Mayor and Eight Council Members - November 6, 2018 (1st Reading 7/31/18) Ordinance ordering a general election to be held on November 6, 2018, in the City of Corpus Christi for the election of Mayor and Eight Council Members; providing for procedures for holding such election; providing for notice of election and publication thereof; providing for establishment of branch early polling places; designating polling place locations; authorizing a joint election with Nueces County, and a runoff election, if one is necessary; and enacting provisions incident and relating to the subject and purpose of this ordinance. Attachments: Agenda memo- November 6 2018 General Election Ordinance -General Election 2018 19. 18-0881 Second Reading Ordinance - Professional Services Contract for Residential Reconstruction Project - $3.4M (1st Reading 7/31/18) Ordinance appropriating $680,000 from Fund balance in Residential Street Reconstruction Fund No. 1042, amend the Operating Budget, and execute a professional services contract with Hanson Professional Services, Inc. of Corpus Christi, Texas in the amount of$463,656.50 for the Residential Street Reconstruction Project - $3.4M project. Attachments: Agenda memo for Hanson Contract-$3 4M Ordinance - Hanson Contract(18-0881)REV Project Budget- Legistar 18-0881 REV(2) Location Map- Hanson Contract$3 4M RSRP Presentation -$3 4M Design Contract REV Legistar Contract- Hanson Contract$3 4M RSRP Presentation Dec 19, 2017- Hanson Contract$3 4M RSRP Resolution 031348 Jan 30, 2018- Hanson Contract$3 4M RSRP 20. 18-0844 Second Reading Ordinance - Construction Contract for Schanen Ditch Hike and Bike Trail - Saratoga to Kilarmet Project(Bond 2012, Proposition 4) (1st Reading 7/31/18) Ordinance appropriating into Park CIP Fund and changing the Capital Improvement Program Budget by $355,643.32 and authorizing a construction contract with Mo-Con Services, Inc. of Corpus Christi, Texas in the amount of$444,554.15 for Schanen Ditch Hike and Bike Trail - Saratoga to Killarmet project for the base bid. Attachments: Agenda Memo-Schanen Ditch Hike and Bike Saratoga to Killarmet Ordinance -Schanen Ditch Hike and Bike Saratoga to Killarmet Project Budget-Schanen Hike and Bike Saratoga to Killarmet City of Corpus Christi Paye 7 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 Letter of Recommendation -Schanen Ditch Hike and Bike Saratoga to Killarmet Location Map-Schanen Ditch Hike and Bike Saratoga to Killarmet.pdf Presentation -Schanen Ditch Hike and Bike Saratoga to Killarmet.pptx Advance funding Agreement- Fully Executed 0916-35-200 AFA 21. 18-0889 Second Reading Ordinance -Authorizing a Use Privilege Agreement for installation of a private wastewater collection system and conveyance system force main (1st Reading 7/31/18) Ordinance authorizing a Use Privilege Agreement with Valls Wildcat II, LLC, ("Permittee") to install a private wastewater collection system and conveyance system force main. Attachments: Agenda Memo-Valls Wildcat II, LLC Ordinance Signed UPA with exhibits Presentation Team Furmanite 7.23.18 22. 18-0595 Second Reading Ordinance -Adopting Downtown Vacant Building Regulations (1st Reading 7/31/18) Ordinance amending Corpus Christi Code to adopt Downtown Vacant Building Regulations including registration; and Providing for penalties. Attachments: Agenda Memo-Vacant Building Ordinance Ordinance -Vacant Building Ordinance Updated for Second Reading 08.03.18 Informal Staff Report- Downtown Vacant Building Ordinance Presentation - Downtown Vacant Building Program City Council 7 31 18 FINAL L. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. M. BUDGET PRESENTATION: (ITEM 23) 23. 18-0982 Proposed FY2019 Budget Overview Attachments: Agenda Memo-for Budget Overview Presentation8.14.18 FY2019 Budget Overview N. PUBLIC HEARINGS: (ITEMS 24 - 26) 24. 18-0909 Public Hearing and Resolution approving the FY 2018-2019 Corpus Christi Crime Control and Prevention District Budget Resolution approving the FY 2018-2019 budget for the Corpus Christi Crime Control and Prevention District. City of Corpus Christi Paye 8 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 Attachments: Agenda memo-City council approve budget 08.14. 2018 Resolution -Approving Crime Control Budget FY18-1919 CCD Final printed budget Presentation -CCD FY2019 08.14.2018 25. 18-0899 Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 2407 Mary Street. Case No. 0718-01 Siempre Mas: Ordinance rezoning property at or near 2407 Mary Street from "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District; and amending Comprehensive Plan. Planning Commission and Staff Recommendation (July 11, 2018): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District. Attachments: Agenda Memo 0718-01 Siempre Mas Ordinance -Case 0718-01 Siempre Mas BR CC Report 0718-01 Siempre Mas Presentation 0718-01 Siempre Mas 26. 18-0900 Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 4502 Corona Drive. Case No. 0718-02 Augusta Embassy House, LLC: Ordinance rezoning property at or near 4502 Corona Drive from "RS-TF" Two-Family District to the "RM-3" Multifamily 3 District; and amending Comprehensive Plan Planning Commission and Staff Recommendation (July 11, 2018): Approval of the change of zoning from the "RS-TF" Two-Family District to the "RM-3" Multifamily 3 District. Attachments: Agenda Memo 0718-02 Augusta Embassy House, LLC Ordinance -Case 0718-02 Augusta Embassy House, LLC BR CC Report 0718-02 Augusta Embassy House, LLC Presentation 0718-02 Augusta Embassy House, LLC O. REGULAR AGENDA: (ITEMS 27 - 30) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 27. 18-0915 Second Reading Ordinance - Ordering a Special Election for Bond 2018 (1st Reading 8/10/18) Ordinance ordering a special election to be held on November 6, 2018, in City of Corpus Christi Page 9 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 the City of Corpus Christi, on the questions of authorizing bond issuances of the City supported by ad valorem taxes; providing for procedures for holding such election; providing for notice of election and publication thereof; providing for the establishment of branch early polling places; designating polling place locations; authorizing a joint election with Nueces County; and enacting provisions incident and relating to the subject and purpose of this ordinance. Attachments: Agenda Memo- Bond 2018 Nov 6 2018 Election Ordinance v.7 28. 18-0955 Resolution for Interlocal Cooperation Agreement (ILA) with Texas A&M University - Corpus Christi (TAMUCC) for aesthetic column painting on Ennis Joslin Road Resolution authorizing execution of an Interlocal Cooperation Agreement (ILA) with Texas A&M University - Corpus Christi (TAMUCC) for aesthetic column painting on Ennis Joslin Road. Attachments: Agenda Memo- ILA With TAMUCC.docx Resolution -TAMU-CC- ILA for Ennis Joslin Aesthetic Surface Painting 18-0810 Ennis Joslin Branding Agreement Location Map.pdf Rendering.pdf TAMU ILA Presentation.pptx 29. 18-0175 Second Reading Ordinance - Lease Agreement for Regional Sports Complex (Requires 28 day delay) (1st Reading 4/17/18) Ordinance authorizing execution of 40-year Lease Agreement with SQH Sports and Entertainment, Inc. of approximately 203 acres located near State Highway 286 @ FM 43 for a Regional Sports Complex and other improvements with up to four 5-year extensions; and cancelling the existing lease. Attachments: Agenda Memo- UPDATED-SQH Lease agreement Ordinance - UPDATED -SQH Lease agreement City UPDATED clean draft SQH Updated Lease 2018-08-09 New Exhibits A- E Sports Complex - Lease Tract Exhibits 20180406 SQH Site Plan Exhibit Presentation -SQH Second Reading 30. 18-0938 Excuse Absences for Council Member Lucy Rubio Motion excusing the past absences of Council Member Lucy Rubio. Attachments: Agenda Memo- Excuse Absences for Council Member Rubio City of Corpus Christi Page 10 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 P. FIRST READING ORDINANCES: (ITEMS 31 -33) 31. 18-0917 First Reading Ordinance -Accepting and appropriating the 2019 Selective Traffic Enforcement Program grant from the Texas Department of Transportation Ordinance authorizing acceptance of$154,957.39 grant from Texas Department of Transportation for 2019 Comprehensive Selective Traffic Enforcement Project with a city match of$51,551.05; and appropriating $154,957.39 in Police Grants Fund. Attachments: Agenda memo-STEP appropriation 08.14.2018 Ordinance -STEP grant 2018 2019-CorpusPD-S-1 YG-00034 32. 18-0921 First Reading Ordinance -Accepting and Appropriating the HIDTA grant award for the Police Department Ordinance authorizing acceptance of$122,535 grant from Executive Office of the President, Office of National Drug Control Policy, for the High Intensity Drug Trafficking Area program; and appropriating $122,535 in Police Grants Fund. Attachments: Agenda Memo HIDTA grant award 08.14.2018 Ordinance - HIDTA grant 2018 2018 HIDTA MOD 1 33. 18-0893 First Reading Ordinance - Type A Grant for the Del Mar College Foundation Process and Instrumentation Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College Foundation for$2,356,000 to expand the Process and Instrumentation Technology Program; appropriating $2,356,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. Attachments: Agenda Memo- Del Mar College.docx Ordinance - Del Mar.docx Proposal -DMC Application.pdf Agreement- DMC .pdf Q. FUTURE AGENDA ITEMS: (ITEMS 34 - 51) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 34. 18-0810 First Amendment to a Type A Grant for Texas A&M University - Corpus Christi City of Corpus Christi Page 11 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 Motion authorizing the First Amendment to the Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation and Texas A&M University - Corpus Christi, which extends the date for creating programs in civil and industrial engineering until December 31, 2020 and extends the term of the agreement to December 31, 2023. Attachments: Agenda Memo TAMU-CC Extension.docx TAMU-CC Extension Letter.pdf TAMU-CC Amendment.pdf 35. 18-0793 Resolution for Naming and Use of Facilities at Water's Edge Park and McGee Beach Resolution approving Agreement with Texas A&M University - Corpus Christi for Naming and use of facilities at Water's Edge Park and McGee Beach. Attachments: Agenda Memo-TAMU-CC -Naming and use of facilities Resolution -TAMU-CC- Naming and use of facilities Agreement-Waters Edge With Exhibits Clean Version 36. 18-0910 Reolution authorizing submittal of grant application for the Edward Byrne Memorial Justice Assistance Grant(JAG) and Interlocal agreements for distribution of JAG Program funds Resolution authorizing submittal of grant application in amount of$178,821 for Edward Byrne Memorial Justice Assistance Grant (JAG) Program with funds to be distributed to Nueces County in amount of$82,042 and City of Robstown in amount of$14,736; and authorizing Interlocal Agreements with Nueces County and City of Robstown for distribution of JAG Program funds. Attachments: Agenda memo JAG 08.14.2018 Resolution -Edward Byrne Grant Interlocal 2018(2) PD- Interlocal for JAG 2018-Robstown PD- Interlocal for JAG 2018 Nueces County 37. 18-0927 Five-Year Service Agreement for Security Alarm Permitting and False Alarm Managment System Services Motion authorizing a five-year service agreement with PM AM Corporation, Dallas, Texas, for security alarm permitting and false alarm management system services for a total amount not to exceed of$575,000. Attachments: Agenda Memo-Security Alarm Permitting and False Alarm Mgt System.docx Matrix Summary-Security Alarm Permitting and False Alarm Mgt System City of Corpus Christi Page 12 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 Service Agreement 1428-Security Alarm Permitting and False Alarm Mgt Syster 38. 18-0919 Resolution authorizing a Supply Agreement for the Purchase of Ambulance Parts Resolution authorizing a one-year supply agreement for ambulance parts with Frazer Ltd., of Houston, Texas for a total amount not to exceed $50,000 with three one-year options for a total potential multi-year amount of$200,000. Attachments: Agenda Memo-Ambulance Parts Resolution Sole Source -Ambulance Parts Price Sheet-Ambulance Parts for CCFD Supply Agreement-Ambulance Parts 39. 18-0953 Accepting Ambulance Bus (AMBUS) unit for the Emergency Medical Task Force Program Motion authorizing the Corpus Christi Fire Department to house a Texas Emergency Task Force AMBUS unit for the Emergency Medical Task Force program. Attachments: Agenda Memo-AMBUS 2.0 Texas Emergency Medical Task Force (Acceptance Letter) 40. 18-0892 Interlocal Agreement for Laboratory Services for testing and analysis of bay water samples collected by Texas Department of State Health Services (TDSHS) Resolution to execute an Interlocal Cooperation Agreement with the Department of State Health Services, to provide laboratory services for the analysis of bay water samples; and to ratify acceptance of the agreement beginning September 1, 2018. Attachments: Agenda Memo-Seafood Safety Testing Grant(9-1-2018 to 9-1-2020)Cc�8-1-201E Resolution-DSHS Seafood Safety Grant (9-1-2018 to 9-1-2019)CcY)7-18-2018 Seafood Safety Test Grant No. HHS000112500001 (9-1-2018 to 9-1-2019)-Pen 41. 18-0913 Service Agreement for HVAC Removal and Replacement at Central Kitchen Motion authorizing a two-month Service Agreement with Pro Tech Mechanical, Inc. from Corpus Christi, Texas, for HVAC removal and replacement at Central Kitchen, for a total amount not to exceed $112,166. Attachments: Agenda Memo HVAC Removal and Replacement at Central Kitchen Bid Tabulation RFB 1567 HVAC Removal and Replacement at Central Kitchen Service Agreement 1567- HVAC Removal and Replacement at Central Kitchen City of Corpus Christi Page 13 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 42. 18-0922 Employee Health Benefit - Stop Loss Coverage Motion authorizing completion of the negotiations and execution of a one-year service agreement to provide stop loss coverage for the City's self-funded employee health benefits for an estimated value of $1,883,862.48 with Partner Re. Attachments: Agenda Memo- Health Benefits-Stop Loss Final Scoring Sheets for Council -Stop Loss 43. 18-0920 Five-Year Service Agreement for Drug and Alcohol Testing and Occupational Medical Services Motion authorizing a five-year service agreement with Alliance Health Resources Mobile Division, Ltd., of Deer Park, Texas, for drug and alcohol testing and occupational medical services for a total amount not to exceed of$1,333,531. Attachments: Agenda Memo-Drug and Alcohol and Occupational Medical Services.docx Matrix Summary - 1585 Drug and Alcohol Testing and Occupational Services Service Agreement 1585- Dura and Alcohol Testing and Occ Medical Svc 44. 18-0934 Professional Services Contract Amendments for Pre-Design to 60% certain proposed Bond 2018 street projects (Bond 2018, Proposition A) Motion to authorize execution of Amendment No. 1 to professional services contracts for six (6) proposed Bond 2018 - Proposition A-Street projects. Attachments: Agenda Memo-Tier 2 Streets Bond 2018 Rev. 2 Location Map-Tier 2 Streets Bond 2018 Presentation -Tier 2 Streets Bond 2018 Rev.2 Contract-Tier 2 Streets Bond 2018 18041A Staples Hanson Contract-Tier 2 Streets Bond 2018 18029A Lipes CH2M Contract-Tier 2 Streets Bond 2018 18019A Frio Urban Contract-Tier 2 Streets Bond 2018 18024A Laguna Shores LJA Contract-Tier 2 Streets Bond 2018 18046A Swantner Urban 45. 18-0954 Professional Services Contract for Bond and Capital Improvement Program Support Motion to authorize execution of a professional services contract with R.H. Shackelford, Inc. (RHSI) of Corpus Christi, Texas for a period of six (6) months in the amount of$352,526 with one (1) optional six-month renewal to be administratively awarded for a total contract cost not to exceed $705,052 to support launching the Bond 2018 Program, overseeing the Harbor Bridge Replacement Project(HBRP) Utility Relocations, and City of Corpus Christi Page 14 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 completing prior Bond Programs (2012, 2014 & 2016) and on-going Capital Improvement Program (CIP) projects. Attachments: Agenda Memo-Staff Support RHSI 7-14-18.docx Presentation -2018 RHSI Contract 8-14-18 (Legistar) REV.pptx RHSI Contract.pdf 46. 18-0901 Amendment No. 3 to Professional Services Contract for Allison Wastewater Treatment Plant Improvements (Capital Improvement Program) Motion to authorize execution of Amendment No. 3 to a professional services contract with Urban Engineering of Corpus Christi, Texas in the amount of$578,396 for a total restated fee of$1,490,918 for Allison Wastewater Treatment Plant (WWTP) Lift Station and Plant Improvements project. Attachments: Agenda Memo-Allison WWTP Urban Amd 3 Prosect Budget-Allison WWTP Urban Amd 3.x1s Location Map-Allison WWTP Urban Amd 3.pdf Presentation -Allison WWTP Urban Amd 3.pptx E10043 Urban Amd 3.pdf 47. 18-0906 Supply Agreement for Emulsion Oil (SS-1 H) for Street Operations Motion authorizing a three-year supply agreement with Ergon Asphalt & Emulsions Inc., of Austin, Texas, for the purchase of emulsion oil (ss-1h), for the total amount not to exceed $328,366.50. Attachments: Agenda Memo- Emulsion Oil (SS-1 H).docx Bid Tabulation - Emulsion Oil (SS-1H) Supply Agreement- Emulsion Oil (SS-1 H).pdf 48. 18-0967 Interlocal Agreement for Water Line Improvements Resolution authorizing an Interlocal Cooperation Agreement with San Patricio Municipal Water District for water line improvements. Attachments: Agenda Memo-SPMWD Interlocal for JSA Design Resolution -Agreement SPMWD Ex A-Agreement SPMWD and Eng Agmt with JSA Ex B&C -Aerial map SPMWD 49. 18-0959 Interlocal Agreement with Nueces County Water Control and Improvement District#3 Resolution authorizing an Interlocal Agreement with Nueces County Water Control and Improvement District#3 to provide for District to disconnect City of Corpus Christi Page 15 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 District water service to customers who are delinquent in City wastewater service payment. Attachments: Agenda Memo for NCWCID#3 Resolution NCWCID#3 Interlocal Signed Interlocal with NCWCID#3 50. 18-0918 Resolution Adopting Type A Board Certificate of Amendment Resolution adopting a certificate of amendment for the Corpus Christi Business and Job Development Corporation. Attachments: Agenda Memo- Resolution -Certificate of Amendment Resolution Authorizing Type A Certificate of Amendment Type A Certificate of Amendment Final 07.25.18 51. 18-0951 Resolution Adopting Type B Board Certificate of Amendment Resolution adopting a certificate of amendment for the Corpus Christi B Corporation. Attachments: Agenda Memo- Resolution -Type B Certificate of Amendment Resolution Adopting Type B Certificate of Amendment Type B Certificate of Amendment Final 07.25.18 R. FUTURE CORPORATION MEETING: (ITEMS 52 - 53) 52. 18-0958 Regular Corporation Meeting of the North Padre Island Development Corporation Attachments: Agenda Memo- NPDIC Meeting 8 14 2018 Agenda - NPDIC 8 14 2018 Minutes- NPID 12-19-17 TIF#2 Financials 06.30.2018 NPIDC Investment Agreement with City DRAFT 08.08.18 Investment Policy and Investment Strategy -2018 NPIDC Draft 08.09.2018 Resolution -2018 NPIDC Investment Policy Resolution with Exhibits 08.09.18 Resolution -TexPool Amending Auth Reps Budget-Fund 1111-Reinvest Zone#2 7 24 18 53. 18-0971 Annual Board Meeting of the Corpus Christi Housing Finance Corporation Attachments: Agenda Memo-CCHFC Annual Meeting CCHFC Board Agenda CCHFC 12.19.17 Minutes CCHFC Treasurers Report as of June 30 2018 Contract Nuss-Hoover 0130-escrowed City of Corpus Christi Page 16 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14,2018 Contract-Clower Co 0620 NRP Proposal S. BRIEFINGS: (ITEM 54) 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. The City Manager or City Council Liaison for any city board, commission, committee or corporation(including Type A or B Corporation)may report on the action(s) or discussion(s) of any such body's public meeting that occurred within one month prior to this City Council meeting. 54. 18-0984 Behavioral Health Center of Nueces County Update Attachments: Agenda Memo(BHCNC Presentation by Mike Davis. CEO)2�8-14-2018 Presentation- BHCNC City Councila.8-14-2018 T. EXECUTIVE SESSION: (ITEMS 55 -57) 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. 55. 18-0983 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 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 City of Corpus Christi Page 17 Printed on 8/13/2018 City Council Meeting Agenda-Final August 14, 2018 provision of water to said prospect(s). 56. 18-0976 Executive Session pursuant to Section Texas Government Code § 551.071and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the provision of incentives pursuant to any previously executed or proposed economic development/ business incentive agreement(s) between the City and/or related entities and Upper Padre Partners, LP, Gulf Shores Ventures, International Bank of Commerce, Diamond Beach Holdings, LLC., Axys Capital, Padre Island Holdings, LLC. and/or North Padre Waterpark Holdings, Ltd. and/or past or present affiliates, creditors or shareholders of any of the aforesaid entities, possible development agreements or other funding mechanisms related to the construction of Park Road 22 bridge and related infrastructure, including, but not limited to, bridges, culverts, canals, sewers, mains, lift stations, pump stations, revetments, pilings, and ditches, and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct economic development negotiations and/or deliberate possible economic development issues concerning said business prospect(s). 57. 18-0985 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. U. IDENTIFY COUNCIL FUTURE AGENDA ITEMS Per Council Policies, an item may be added to the agenda by four members of the City Council. Council may give direction to the City Manager to add an item to a future agenda, but no other action will be taken, and no public comment solicited. V. ADJOURNMENT City of Corpus Christi Page 18 Printed on 8/13/2018 Cit`' of Corpus Christi 1201 Leopard Street City Corpus Christi,TX 78401 cctexas.com o Meeting Minutes City Council Tuesday,July 31,2018 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 McComb called the meeting to order at 11:31 a.m. B. Invocation to be given by Pastor Claude Axel, Mount Pilgrim Baptist Church. Pastor Claude Axel gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Aurora Parlamas, Assistant Director of Support Services, Engineering Services Department. Assistant Director of Support Services Aurora Parlamas 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: Interim City Manager Keith Selman, City Attorney Miles K. Risley, and City Secretary Rebecca L. Huerta. City of Corpus Christi Page 1 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 Present: 8- Mayor Joe McComb,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Michael Hunter,Council Member Debbie Lindsey-Opel,Council Member Ben Molina,Council Member Everett Roy, and Council Member Greg Smith Absent: 1 - Council Member Lucy Rubio E. Proclamations /Commendations 1. Proclamation declaring July 30 - August 3, 2018, "61st National Pan American Golf Association Convention and Tournament Week". Commendation for Corpus Christi Police Foundation. Commendations recognizing the Corpus Christi National Little League Baseball Team. Presentation of Honorary Citizen Certificates to 2018 Sister City Exchange Students. Swearing-In Ceremony for Newly Appointed Board, Commission, Committee and Corporation Members. Mayor McComb presented a proclamation, commendations, and honorary citizen certificates and conducted the swearing-in ceremony for newly appointed board and committee members. J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Mayor McComb deviated from the agenda and referred to comments from the public. City Attorney Miles K. Risley read the Rules of Decorum for the Council Chambers. Nelda Beets, 4002 O'Day Parkway,spoke regarding wastewater rates. Hilary Davis, 3201 Austin; Nick Gignac, 349 Jackson; Larry Loomis, 1526 S. Staples; Justin Gainan, 1037 Driftwood; Bill Grady, 330 Aberdeen;Jessica Gignac,246 Indiana; and Harold Shockley spoke in support of Agenda Item 15, adopting downtown vacant building regulations. Sean Raybuck,4401 River Valley; Bruce Switalla,2818 Hulbirt; Dale Switalla,2818 Hulbirt; Susie Luna Saldana,4710 Hakel; and Rick Milby,4412 High Ridge Drive, spoke in opposition to the inclusion of splash pads in Bond 2018. Cheryl Martinez,4833 Saratoga,spoke regarding Animal Care Advisory Committee's recommendations not being forwarded to the City Council for consideration. Sylvia Campos, 4410 Fir, spoke regarding community participation on City-related issues; public comment; and the Parks and Recreation City of Corpus Christi Paye 2 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 Department's policy regarding volunteers mowing City parks.Andrea Montalvo-Hamid spoke regarding: the Water Department's work to replace backed-up lines; potential budget cuts to the Parks and Recreation Department; and open communication between the City and the public. Chris Lower, 425 Schatzel, spoke regarding the City's Code of Ordinances and requested clarification related to the definition of commercial craft in Sections 12-57, 12-62(1)and 12-80(b)and the rate of a commercial permit in Section 12-48(1). Richard Throop, CEO of the Corpus Christi Association of Realtors, 4325 Everhart,spoke in opposition to Agenda Item 15, adopting downtown vacant building regulations. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor McComb referred to City Manager's Comments. Interim City Manager Keith Selman reported on the following topics: a. STRATEGIC FUTURE ISSUES None. C. OTHER 1) Interim City Manager Selman provided a report regarding the success of the Operation Safe Return Back to School Health and Safety Fair. 2)Interim City Manager Selman recognized Juan Martinez with the Solid Waste Department who was noticed by a citizen for his efforts in the community. 3)Assistant Director of Support Services - Utilities Reba George provided a demonstration of a new on-line tool for customers to estimate their water and wastewater billing. 4)Water Resources Manager Steve Ramos provided an update regarding the desalination project. b. CITY PERFORMANCE REPORT - LIBRARIES Director of Libraries Laura Garcia provided a briefing on the mission statement; operational profile; baseline information and performance indicators of the Libraries. G. MINUTES: 2. Regular Meeting of July 24, 2018. Mayor McComb referred to approval of the minutes. Council Member Garza made a motion to approve the minutes,seconded by Council Member Guajardo and passed unanimously. H. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (ITEMS 3 - 9) City of Corpus Christi Page 3 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. Mayor McComb requested that Items 6 and 7 be pulled for individual consideration. There were no comments from the public. A motion was made by Council Member Lindsey-Opel,seconded by Council Member Garza, to approve the Consent Agenda. The consent agenda items were passed and approved by one vote as follows: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Rubio Abstained: 0 3. Professional Services Contract for Programmed Water Line Service Life Extension Indefinite Delivery/ Indefinite Quanitity Program (Capital Improvement Program) Motion executing a professional services contract with Urban Engineering of Corpus Christi, Texas in the amount of$350,510 for Programmed Water Line Service Life Extension Indefinite Delivery / Indefinite Quantity (IDIQ) Project. (Capital Improvement Program) This Motion was passed on the consent agenda. Enactment No: M2018-120 4. Resolution approving submission of five traffic safety improvement projects for Highway Safety Improvement grants (Bond 2016, TxDOT Participation) Resolution supporting the submission of multiple project proposals for Texas Department of Transportation Highway Safety Improvement Program grants for traffic signals. This Resolution was passed on the consent agenda. Enactment No: 031491 5. Three Supply Agreements for Purchase of Tires for Fleet Maintenance Motion authorizing three, one-year supply agreements for the purchase of Goodyear tires from Goodyear Tire and Rubber Co. of Corpus Christi, Texas; Pursuit tires from GCR Tire and Service of Corpus Christi, Texas; and, Dunlop tires from Southern Tire Mart of Corpus Christi, Texas via BuyBoard cooperative for a total amount not to exceed $272,376.85. City of Corpus Christi Page 4 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 This Motion was passed on the consent agenda. Enactment No: M2018-121 8. Second Reading Ordinance - Lease Agreement for Tom Graham Park (1st Reading 7/24/18) Ordinance authorizing a five-year lease with an option to extend for an additional five year term with Grow Local South Texas, Inc. for use of Tom Graham Park at 3914 Up River Road for a public gardening program. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031494 9. Second Reading Ordinance - Exemption from the Wastewater Lot or Acreage Fees for Water's Edge at Kitty Hawk Unit 2 (1st Reading 7/24/18) Ordinance exempting Water's Edge at Kitty Hawk Unit 2, located south of South Staples Street and west of Kitty Hawk Drive, from the payment of the wastewater lot or acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring the owner/developer to comply with the specified conditions. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031495 6. Second Reading Ordinance - Special Permit Time Extension for a property at or near 7442 Wooldridge Road (1 st Reading 7/24/18) Case No. 0618-01 Dorsal Development, LLC.: Ordinance granting a time extension of the "RM-1/SP" Multifamily 1 District with a Special Permit on a property at or near 7442 Wooldridge Road. Planning Commission and Staff Recommendation (June 13, 2018): Approval of the requested Special Permit time extension for a period of 6 months. Mayor McComb referred to Item 6, a Special Permit extension for a property at or near 7442 Wooldridge Road. Mayor McComb spoke regarding an email he received that the subject property was not in compliance with property maintenance codes. Mayor McComb asked if conditions could be put in place, during the zoning application process, that a property owner must be in compliance with property maintenance codes. Director of Development Services Nina Nixon-Mendez stated that staff will note any maintenance issues during inspection of the site and could reinforce through conditions. City of Corpus Christi Page 5 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 Mayor McComb called for comments from the public. Miguel Saldana, representative for the applicant,said the applicant was unable to mow the property due to heavy rains and he would advise his client of the maintenance issues. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Lindsey-Opel. This Ordinance was passed on second reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Rubio Abstained: 0 Enactment No: 031492 7. Second Reading Ordinance -Accepting and appropriating developer contributions, other donations and interest earnings for park improvements (1st Reading 7/24/18) Ordinance to accept and appropriate $846,228.34 in developer contributions, other donations and interest earnings in the Community Enrichment Fund for park improvements. Mayor McComb referred to Item 7. Director of Parks and Recreation Jay Ellington stated that the purpose of this item is to accept and appropriate funds received in the Community Enrichment Fund for park improvements. Council members and staff discussed the following topics:that approval of this item will only appropriate the funds in the Community Enrichment Fund and will not allocate funds to a specific project; a request from a council member that the Parks and Recreation Advisory Committee provide recommendations on the use of the funds; including maintenance costs of proposed park improvements;the use of Community Enrichment Funds in lieu of bonds to improve parks; and a review of the policy to use Community Enrichment Funds. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Lindsey-Opel. This Ordinance was passed on second reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Rubio Abstained: 0 Enactment No: 031493 City of Corpus Christi Page 6 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 EXECUTIVE SESSION: (ITEM 31) Mayor McComb referred to Executive Session Item 31. The Council went into executive session at 1:34 p.m. The Council returned from executive session at 2:22 p.m. 31. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to Harbor Bridge construction and the Agreement for the Adjustment of City of Corpus Christi Municipal Utilities in Connection with the U.S. 181 Harbor Bridge Replacement Project. Mayor McComb referred to Item 31 and the following motion was considered: Motion to authorize the City Manager or designee to execute Amendment No. 1 to the Agreement for the Adjustment of City of Corpus Christi Municipal Utilities in connection with the U.S. 181 Harbor Bridge Replacement Project(AAMU) with the Texas Department of Transportation (TxDOT)for a maximum payment of$21 million to be paid in three annual payments. Council Member Lindsey-Opel made a motion to approve the motion, seconded by Council Member Garza. This Motion was passed and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Rubio Abstained: 0 Enactment No: M2018-123 L. RECESS FOR LUNCH The recess for lunch was held during Executive Session Item 31. M. PUBLIC HEARINGS: (ITEMS 10 - 11) 10. Public Hearing and First Reading Ordinance - Rezoning property at or near 6000 Yorktown Boulevard Case No. 0218-03 William B. Miller, Jr.: Ordinance rezoning property at or near 6000 Yorktown Boulevard from "RS-6" Single-Family 6 District to the "IL" Light Industrial District.(3/4 vote required) Planning Commission and Staff Recommendation (June 27, 2018): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District (Tract 1). Denial of the change of zoning City of Corpus Christi Page 7 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District (Tract 2), in lieu thereof approval of"CN-1/SP" Neighborhood Commercial District with a Special Permit (Tract 2). Ordinance rezoning property at or near 6001 Yorktown Boulevard from "RS-6" Single-Family 6 District to the "IL" Light Industrial District (Tract 1) and "CN-1/SP" Neighborhood Commercial District with a Special Permit (Tract 2). Mayor McComb referred to Item 10. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to rezone the subject property to allow for the sale of the property and to bring an existing nonconforming use of a building into conformity with the land's zoning. Ms. Nixon-Mendez stated that the Planning Commission and staff recommend approval of the change of zoning from the"RS-6"Single 6 District to the"IL" Light Industrial District for Tract 1 and denial of the change of zoning from the "RS-6"to the"IL"and in lieu thereof, approval of the"CN-1/SP" Neighborhood Commercial District with a Special Permit with conditions for Tract 2. Council members discussed the following topics:the age of the building;the year the City annexed the subject property; the building was non-conforming on the basis of the annexation; and grandfathering existing buildings that are annexed in the future. Mayor McComb opened the public hearing. There were no comments from the Council or the public. Mayor McComb closed the public hearing. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Rubio Abstained: 0 11. Public Hearing and First Reading Ordinance - Urban Transportation Plan Amendment Ordinance amending the Urban Transportation Plan map by Realigning proposed Yellow Oak Avenue and at the intersection with CR 48, extend southward as an RA1 Minor Rural Arterial to intersect with proposed east/west RA1 Minor Rural Arterial; realigning proposed arterial CR 48 between FM 1694 (Callicoate Rd) and FM 24 (Violet Rd) to the northeast and redesignate as a Local Rural Street; deleting a segment of proposed C1 Collector Oregon Trail; designating a segment of Haven Road from FM 24 to proposed point near north/south Collector west of Warrior Drive as a C1 Collector; deleting a proposed C1 Collector segment from Oregon trail to the intersection near FM 1694; adding an RA1 Minor Rural City of Corpus Christi Paye 8 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 Arterial between IH 69 and FM 24, redesignating proposed C1 Collector to an RA1 Minor Rural Arterial between IH 69 and FM 24; and, adding a proposed rural street designation of(RA1) Local Rural Street to the UTP. Mayor McComb referred to Item 11. Director of Planning and ESI Daniel McGinn stated that the purpose of this item is to amend the City's Urban Transportation Plan (UTP), at the request of EPIC Midstream Holdings, LLC,for the development of an industrial facility. The presentation team included: Director of Development Services Nina Nixon-Mendez and Traffic Engineer Raymond Chong. Mr. McGinn presented the following information: a vicinity map;the reasons for the amendment;the current area UTP map; a map of the proposed amendments;the difference between the current plan and the proposed plan; and recommendation. Council members and staff discussed the following topics: Haven Drive connecting to County Road 44; acquisition of the easement; creating an industrial district in the area; the economic impact of the proposed development;the timeline for construction; and the proximaty of the property to Permico. Mayor McComb opened the public hearing. There were no comments from the Council or the public. Mayor McComb closed the public hearing. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Guajardo. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Rubio Abstained: 0 N. REGULAR AGENDA: (NONE) O. FIRST READING ORDINANCES: (ITEMS 12 - 16) 12. First Reading Ordinance - Ordering a General Election to elect Mayor and Eight Council Members - November 6, 2018 Ordinance ordering a general election to be held on November 6, 2018, in the City of Corpus Christi for the election of Mayor and Eight Council Members; providing for procedures for holding such election; providing for notice of election and publication thereof; providing for establishment of branch early polling places; designating polling place locations; authorizing a joint election with Nueces County, and a runoff election, if one is necessary; and enacting provisions incident and relating to the subject and purpose of this ordinance. Mayor McComb referred to Item 12. City Secretary Rebecca L. Huerta stated City of Corpus Christi Paye 9 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 that the purpose of this item is to authorize a general election to be held on November 6,2018 to elect a mayor and eight council members and to allow the City to enter into a joint election with Nueces County. City Secretary Huerta said that if there is a need for a run-off election, that election date could be held on December 11,2018 or December 18,2018. There were no comments from the public. Council members and staff discussed the following topics:the pros and cons regarding the two proposed run-off election dates;the option of holding a run-off election on December 4,2018;the City Charter requirement that the City Council is required to hold two meetings a month; and the City Council policy regarding the date and time of the Council meetings. Council Member Hunter made a motion to amend the ordinance by selecting December 11,2018 as the run-off election date, seconded by Council Member Smith and passed unanimously(Council Member Rubio-absent). Council Member Hunter made a motion to approve the ordinance as amended, seconded by Council Member Guajardo. This Ordinance was passed on first reading as amended and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Rubio Abstained: 0 13. First Reading Ordinance - Professional Services Contract for Residential Reconstruction Project - $3.4M Ordinance appropriating $680,000 from Fund balance in Residential Street Reconstruction Fund No. 1042, amend the Operating Budget, and execute a professional services contract with Hanson Professional Services, Inc. of Corpus Christi, Texas in the amount of$463,656.50 for the Residential Street Reconstruction Project - $3.4M project. Mayor McComb referred to Item 13. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to execute a professional services contract with Hanson Professional Services, Inc.for design of the Residential Street Reconstruction Project using the additional $3.4 million identified and approved during the FY2017-2018 budget process. Ms. Gray presented the following information: Council action on January 30, 2018 to approve Option 3 regarding reconstruction projects in City Council Districts 1, 4, and 5; construction costs and additional expenses; a funds distribution table;the proposed work plan for streets; a map of the streets selected; and the proposed schedule. The presentation team included: Director of Engineering Services Jeff Edmonds and Director of Street Operations Andy Leal. There were no comments from the public. Council members and staff discussed the following topics:the two-cent voter-approved property tax increase dedicated to residential streets; the delay in moving forward with City Council action; the proposed schedule;the two City of Corpus Christi Page 10 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 test projects on Ralston and Rogerson Streets; design of the proposed streets; if the identified streets are included in next year's budget; and an update to the pavement condition index(PCI); Council Member Guajardo 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: 7- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Absent: 2- Council Member Hunter and Council Member Rubio Abstained: 0 14. First Reading Ordinance - Construction Contract for Schanen Ditch Hike and Bike Trail - Saratoga to Kilarmet Project(Bond 2012, Proposition 4) Ordinance appropriating into Park CIP Fund and changing the Capital Improvement Program Budget by $355,643.32 and authorizing a construction contract with Mo-Con Services, Inc. of Corpus Christi, Texas in the amount of$444,554.15 for Schanen Ditch Hike and Bike Trail - Saratoga to Killarmet project for the base bid. Mayor McComb referred to Item 14. Director of Engineering Services Jeff Edmonds stated that the purpose of this item is to approve a construction contract with Mo-Con Services, Inc.for phase 3 of the Schanen Ditch Hike and Bike Trail. There were no comments from the Council or the public. Council Member Lindsey-Opel made a motion to approve the ordinance, seconded by Council Member Guajardo. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Rubio Abstained: 0 15. First Reading Ordinance -Adopting Downtown Vacant Building Regulations Ordinance amending Corpus Christi Code to adopt Downtown Vacant Building Regulations including registration; and Providing for penalties. Mayor McComb referred to Item 15.Arlene Medrano, Office of the Business Liaison,stated that the purpose of this item is to adopt a downtown vacant building ordinance. The presentation team included: Assistant Police Chief David Blackmon and Executive Director of the Downtown Management District City of Corpus Christi Page 11 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 Alyssa Barrera. Ms. Medrano presented the following information: the previous downtown vacant building ordinance that was repealed in 2015; approval of the ordinance by the Tax Increment Reinvestment Zone#3(TIRZ#3)and Downtown Management District Board of Directors; how vacant buildings impact communities;various community approaches; best practices in Texas regarding vacant building registration programs;the number of downtown vacant buildings;the goals of TIRZ#3; the downtown program framework; an illustration of the process map; differences between the city-wide vacant building ordinance and the proposed downtown vacant building program; benefits of the downtown program;the downtowntx.org website; and images from the Imagine the Possibilities tour. Council members and staff discussed the following topics:funding from TIRZ#3 to support the downtown vacant building program; concerns raised by the Corpus Christi Association of Realtors that the downtown vacant building program will be expanded city-wide; a recommendation to include a sunset clause in the ordinance; the language in the ordinance regarding an annual review by the TIRZ#3 Board; the number of downtown vacant buildings;fee waiver for building permit or buildings listed for sale at fair market value;the definition of fair market value;the ability of vacant building owners to apply for incentives for improvements;the language in the ordinance regarding demolition review of vacant buildings that are more than 50 years old; enforcement of the proposed ordinance;the effective date of the ordinance; the process timeline;the $500 registration fee; future plans to minimize impact to business owners during construction projects;the number of public-owned vacant buildings in the downtown area; deteriorating utilities in the downtown area;the goals of the ordinance; appraised values in the downtown area; punitive measures for not complying with the ordinance; support for an annual review of the ordinance by the City Council; if any business closed during the second round of improvements to Chaparral Street; the number of new businesses that are being redeveloped on Chaparral Street; how the downtown vacant building ordinances will impact TIRZ#3; language related to exterior lighting measurements; and the advantages of historical review citations. Mayor McComb called for comments from the public. Cliff Atnip, 358 University, spoke in support of the ordinance, but requested inclusion of the sunset clause after 60 months. Bill Ayers, Governmental Affairs Director of the Corpus Christi Association of Realtors, expressed the following concerns: limiting the ordinance to the TIRZ#3 area; duplicative provisions and confusion between the current city-wide ordinance and the downtown vacant building ordinance; amendments could be made to the existing city-wide ordinance; and access to the data regarding collection of contact information. Glenda Whitman, Chair-Elect of the Corpus Christi Association of Realtors, 5825 Everhart,spoke in opposition to the difference between the registration fee in the current city-wide ordinance and downtown vacant building ordinance and duplicative provisions in the two ordinances. Council Member Lindsey-Opel made a motion to amend the ordinance by including an annual performance review and an enhanced five-year comprehensive review,seconded by Council Member Garza and passed unanimously(Council Member Rubio-absent). Council Member Lindsey-Opel made a motion to approve the ordinance as City of Corpus Christi Page 12 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 amended,seconded by Council Member Smith. This Ordinance was passed as amended on first reading and approved with the following vote: Aye: 7- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Nay: 1 - Council Member Hunter Absent: 1 - Council Member Rubio Abstained: 0 16. First Reading Ordinance -Authorizing a Use Privilege Agreement for installation of a private wastewater collection system and conveyance system force main Ordinance authorizing a Use Privilege Agreement with Valls Wildcat II, LLC, ("Permittee") to install a private wastewater collection system and conveyance system force main. Mayor McComb referred to Item 16. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to authorize a Use Privilege Agreement with Valls Wildcat II, LLC for installation of a private wastewater collection system and conveyance system force main. There were no comments from the Council or the public. Council Member Smith 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: 7- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Roy and Council Member Smith Absent: 2- Council Member Molina and Council Member Rubio Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 17 - 28) Mayor McComb referred to Future Agenda Items. Interim City Manager Keith Selman stated that staff had planned presentations on Items 17,26 and 27. A council member requested information on Items 19 and 28. 17. Resolution authorizing outside city limits water contract with property owners in Mokry Estates. This Resolution was recommended to the consent agenda. 18. Purchase and Installation of Upfitting Equipment for Police Vehicles Motion authorizing the purchase and installation of upfitting equipment on City of Corpus Christi Page 13 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 police vehicles, with a two-year service agreement for$365,362.75 from Cap Fleet Upfitters of Temple, Texas, via the BuyBoard Cooperative. This Motion was recommended to the consent agenda. 19. Amendment No. 1 to Master Services Agreement for engineering and technical support for project development in Solid Waste Operations Motion authorizing Amendment No. 1 to a 3-year Master Services Agreement with Hanson Professional Services of Corpus Christi, Texas in the amount of$712,501 for a total restated fee of$750,000. This Motion was recommended to the consent agenda. 20. Supply Agreement for Crushed Limestone for Street Operations Motion authorizing a three-year supply agreement with Vulcan Construction Materials, LLC of San Antonio, Texas, for the purchase of crushed limestone, for the total amount not to exceed $423,000.00. This Motion was recommended to the consent agenda. 21. Supply Agreement for Cold Mix-cold Laid asphalt and Pre-Coated Aggregate for Street Operations Motion authorizing a three-year supply agreement with Vulcan Construction Materials, LLC of San Antonio, Texas, for the purchase of cold mix- cold laid asphalt and pre-coated aggregate, for the total amount not to exceed $2,087,700.00. This Motion was recommended to the consent agenda. 22. Supply Agreement for Purchase of Hot Tap Fittings Motion authorizing a three-year supply agreement with M.T. Deason Company Inc, of Birmingham, Alabama, for the purchase of hot tap fittings for a total amount not to exceed $249,721.80. This Motion was recommended to the consent agenda. 23. Service Agreement for Brush Grinding Services for Solid Waste Operations Motion authorizing a four-year service agreement with Austin Wood Recycling, of Cedar Park, Texas for brush grinding services for a total amount not to exceed $345,000.00. This Motion was recommended to the consent agenda. City of Corpus Christi Page 14 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 24. Resolution requesting the Texas General Land Office (GLO) to allocate a portion of federal GOMESA funds to coastal cities Resolution of the City of Corpus Christi, Texas requesting that the State of Texas and the Texas General Land Office annually set aside a portion of the State Gulf of Mexico Energy Security Act (GOMESA) funds for Texas coastal cities and continue to fully fund the Coastal Erosion Protection Response Act (CEPRA) program with state revenues. This Resolution was recommended to the consent agenda. 25. Utility Bill Printing and Mailing Services Motion approving a one-year service agreement for utility bill printing, mailing, and insert printing services with Information Management Solutions, L.L.C. of San Antonio, Texas for an estimated expenditure of $886,886.48, with four one-year options for a total potential multi-year amount of$4,434,432.40. This Motion was recommended to the consent agenda. 26. Setting the City Council Meeting Date to Adopt the Property Tax Rate Motion setting September 18, 2018 as the date of the adoption of the ad valorem tax rate of$0.626264 per $100 valuation. This Motion was recommended to the consent agenda. 27. Scheduling Two Public Hearings Related to Fiscal Year 2018-2019 Property Tax Motion setting a public hearing on the ad valorem tax rate for August 28, 2018 and a second public hearing for September 11, 2018 during the City Council meeting beginning at 11:30 a.m. at City Hall, 1201 Leopard Street, Corpus Christi, Texas. This Motion was recommended to the consent agenda. 28. Scheduling Public Hearing on Fiscal Year 2018-2019 Operating Budget Motion setting a public hearing for the City of Corpus Christi Fiscal Year 2018-2019 Operating Budget for August 28, 2018 during the regular City Council meeting beginning at 11:30 a.m. at City Hall, 1201 Leopard Street, Corpus Christi, Texas. This Motion was recommended to the consent agenda. City of Corpus Christi Page 15 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 Q. BRIEFINGS: (NONE) R. EXECUTIVE SESSION: (ITEMS 29 - 30) Mayor McComb referred to Executive Session Items 29 and 30. The Council went into executive session at 5:04 p.m. The Council returned from executive session at 6:14 p.m. 29. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning claims, pending litigation, potential settlement, attorney's fees, and/or other potential legal matters regarding lawsuits of Salinas Construction Technologies, Ltd. and Salinas and Sons, Inc. v. City of Corpus Christi, and other lawsuits against the City and the City's officers and employees. Mayor McComb referred to Item 29 and the following motion was considered: Motion to authorize the City Manager or his designees to execute Amendment No. 1 to a professional services contract with Spire Consulting Group, LLC to increase the maximum amount of said contract by$20,000 for services related to Horne Road-Ayers to Port project and authorize an amendment to the City's professional services agreement for attorney services with McKibben, Martinez, Jarvis &Wood, L.L.P.to increase the maximum amount of said contract by $150,000, all of which services are provided to the City for the lawsuit of Salinas Construction Technologies, Ltd. and Salinas and Sons, Inc.v. City of Corpus Christi. Council Member Roy made a motion to approve the motion,seconded by Council Member Lindsey-Opel. This Motion was passed and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy and Council Member Smith Absent: 1 - Council Member Rubio Abstained: 0 Enactment No: M2018-122 30. 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 potential violations of the City's commercial and industrial waste disposal and pretreatment ordinance [Section 55-140, et. Seq., of the Corpus Christi Code of Ordinances] by wastewater customer(s), potential wastewater plant excursions, negotiations and potential litigation with the U.S. Environmental Protection Agency, Texas Commission on Environmental Quality, Texas Attorney General, and/or U.S. Department of Justice City of Corpus Christi Page 16 Printed on 8/9/2018 City Council Meeting Minutes July 31,2018 concerning the City's sanitary sewer system and/or water system, including consideration of fees for attorneys, engineers, and other expert witnesses assisting in defense of potential lawsuit(s) and other legal matters related to the provision of water and wastewater services and the regulations related to said services. This E-Session Item was discussed in executive session. S. IDENTIFY COUNCIL FUTURE AGENDA ITEMS None. T. ADJOURNMENT The meeting was adjourned at 6:16 p.m. City of Corpus Christi Page 17 Printed on 8/9/2018 Cit`' of Corpus Christi 1201 Leopard Street City Corpus Christi,TX 78401 i I cctexas.com �xa Meeting Minutes City Council Workshop Session Monday,July 23,2018 10:00 AM City Council Chambers Public Notice - - ITEMS ON THIS AGENDA ARE FOR COUNCIL'S INFORMATIONAL PURPOSES ONLY. COUNCIL MAY GIVE DIRECTION TO THE CITY MANAGER, BUT NO OTHER ACTION WILL BE TAKEN AND NO PUBLIC COMMENT WILL BE SOLICITED. THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Joe McComb to call the meeting to order. Mayor McComb called the meeting to order at 10:04 a.m. B. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: Interim City Manager Keith Selman, City Attorney Miles K. Risley and City Secretary Rebecca L. Huerta. Present 7- Mayor Joe McComb, Council Member Paulette Guajardo, Council Member Debbie Lindsey-Opel, Council Member Ben Molina, Council Member Everett Roy, Council Member Greg Smith, and Council Member Rudy Garza Jr. Absent 2- Council Member Michael Hunter, and Council Member Lucy Rubio Council Member Debbie Lindsey-Opel arrived at 10:08 p.m. C. BRIEFINGS TO CITY COUNCIL: 1. 2018 Bond Election and FY 2019 Budget Mayor McComb referred to Item 1. Council members and staff discussed the following topics:the condition of local, arterial and collector streets;2018 Bond program summary of Propositions A-G;street funding options 1 -5; use of Type B funds to reconstruct City of Corpus Christi Page 1 Printed on 7/31/2018 City Council Workshop Session Meeting Minutes July 23,2018 utilities associated with street repairs; the purpose of the street charge on citizens' utility bills;the variance in pricing over future years for street repairs; the cost of maintenance versus reconstruction; issuing$20 million in bonds and maintaining half of the Type B monies, without a property tax increase;that Corpus Christi has the second-highest per capita debt of major Texas cities; paying the cost of street design with Type B funds; referring to residential streets in general versus enumerating specific streets in the Bond 2018 language;that Type B revenue comes from sales versus property taxes; utilizing the pay-as-you-go method to fund street repairs versus issuing debt; the urgent need to repair streets;the need to comply with state law and the Type B ballot language, especially regarding sewer-,water-and drainage-related repairs; the shortest amount of time over which the voter-approved 2-2-2 cent property tax increase can be implemented; monies available for street repairs if the Interest and Sinking (I&S) portion of the tax rate is decreased and the Maintenance and Repairs (M&O) portion is increased in conjunction with the use of Type B funds;the City's capacity to undertake street projects; the"worst-first"approach to street repairs/reconstruction; the citizens'tolerance for street construction;the availability of contractors to undertake street repairs; previous street committees'work and findings; having a consistent amount of work for contractors to get the best value for taxpayers; and five different street funding options. MOTION OF DIRECTION Council Member Lindsey-Opel made a motion directing the Interim City Manager to adopt Option 3, as presented,seconded by Council Member Garza, and passed unanimously(Council Members Hunter and Rubio-absent). Council members and staff discussed potential council meeting dates to take action on the issuance of Bond 2018. Parks and Recreation (P&R) Director Jay Ellington presented information on the following topics: park operations; the number of acres mowed by P&R; park operations; park facilities; repurposed parks;the Adopt-a-Park program; standard of care levels;the mowing schedule and frequency for parks in each of the five city council districts; challenges; issues created by ongoing Park Technician vacancies; and recommendations from the Parks and Recreation Advisory Committee (PRAC) regarding Bond 2018. MOTION OF DIRECTION Council Member Molina made a motion directing the Interim City Manager to allocate to Proposition C, the $1,288,339 associated with the recently deleted Proposition E, in order to fund improvements recommended by the PRAC, including shade and splash areas,seconded by Council Member Guajardo. Council members and staff discussed the following topics: P&R not being able to maintain existing parks/facilities; money in lieu of land donation when developing new subdivisions;the need for splash pads and shade in City parks; that Bond 2018 monies will not pay for the maintenance of new splash pads and shade structures and the availability of operating budget funding for such maintenance; and P&R partnering with organizations in the community. The motion of direction passed unanimously(Council Members Hunter and Rubio-absent). City of Corpus Christi Page 2 Printed on 7/31/2018 City Council Workshop Session Meeting Minutes July 23,2018 Council members and staff discussed the following additional topics: Proposition D funding for historical house improvements at Heritage Park; Bond 2018 key dates;the potential for an additional $700,000 in General Fund property tax revenue; utilizing this additional potential $700,000 to reduce budget cuts to Utilities in order to positively impact the utility rate model or splitting it between P&R and Utilities; and additional funding needed for P&R operations. Council Member Lindsey-Opel made a motion directing the Interim City Manager to apply half of the additional potential $700,000 in revenue to the General Fund, in support of P&R to address some of the issues identified, the other half being applied to Utilities to relieve some of the cuts previously made by Utilities. The motion of direction failed for lack of a second. Council members and staff discussed the following topics: hiring and funding contractors to cut grass at City parks due to a consistent staffing shortage in P&R;that the potential additional $700,000 depends on the final assessed property values that will be released on July 25,2018; revisiting utility rates this year;the interim city manager versus the city council allocating the additional potential $700,000 in revenue in the FY2018-2019 draft budget; and having gone from a potential $20 million shortfall to a potential $700,000 FY2018-2019 budget surplus. D. ADJOURNMENT The meeting was adjourned at 12:16 p.m. City of Corpus Christi Page 3 Printed on 7/31/2018 City Of Corpus Christi LIBRARY BOARD BOARD DETAILS SIZE 9 Seats The Library Board shall be advisory to the City Council and its duties shall be to TERM LENGTH 2 Years investigate and recommend to the Council OVERVIEW TERM LIMIT 6 Yearsmatters relating to library services. ................................................................................................................................................................................................................................................................................................................................................................................. COMPOSITION Nine(9)members of which seven (7)members shall be appointed for two-year ■ terms by the City Council,one(1)member shall be nominated by the La Retama '� Club,and one(1)shall be nominated by the Friends of the Corpus Christi Public ■ Libraries Board for a term of two-years.Each nominee must be confirmed by a majority of City Council Members. DETAILS .................................................................................................................................................................................................................................................... CREATION/AUTHORITY Section 2-75,Code of Ordinances.Ordinance Nos. 1889, 12044, 13235, 18473, 18606, M85-0399,8-27-85; 19830,7-7-87; M87-0330,9-22-87;20115, 12-17-87; 20294,5-3-88;20674,5-16-89; 022900,4-15-97;027945, 11-18-08. ................................................................................................................................................................................................................................................................................................. MEETS 1st Tuesday of every month, 10:30 a.m., La Retama Central Library Board Room, 2nd Floor,and occasional location changes to other Branch Libraries. ............................................................................................................................................................................................................................................................................................ TERM DETAILS Two-year terms. ............................................................................................................................................................................................................................................................................................................................... DEPARTMENT Libraries .............................................................................................................................................................................................................................................................................................................................. OTHER INFORMATION LIBRARY BOARD Page 1 of 1 Library Board August 14,2018 One(1)vacancy with term to 11/5/19. Zoraida J.Basaldu LIBRARY BOARD Resigned District 5 1 11/05/19 Regular Member Nicole Carroll LIBRARY BOARD Active District 4 1 11/05/19 Regular Member Candace 5 Hart LIBRARY BOARD Active District 1 1 11/05/19 Regular Member Tom Krepel LIBRARY BOARD Active District 5 1 11/05/18 Regular Member Julie T Rogers LIBRARY BOARD Active District 1 1 11/05/19 Regular Member Brian Solarek LIBRARY BOARD Active District 4 3 11/05/19 Regular Member Janis G.Wood LIBRARY BOARD Active District 3 1 11/05/18 Regular Member Harris M Worchel LIBRARY BOARD Active District 5 1 11/05/18 Friends of the Libraries Board Alice Nixon LIBRARY BOARD Active District 5 1 11/05/18 La Retama Club Library Board Applicants August 14, 2018 QaiiLl Board Applying For Belinda Barrera LIBRARY BOARD1jr District 3 Port Royal Hwy 361 Iff Port Aransas TX Kathy R.Ellington LIBRARY BOARD District 4 Semi-Retired Sharron K.Hines LIBRARY BOARD District 4 Retired Ida A.Hobbs LIBRARY BOARD District 5 Corpus Christi Medical Center 7101 SPID Corpus Christi TX Tom Krepel LIBRARY BOARD District 5 Retired 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 COMMITTEE FOR PERSONS WITH DISABILITIES: Submitted CITIZENS ADVISORY HEALTH BOARD: Submitted CORPUS CHRISTI 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 CORPUS CHRISTI 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: Apr 16, 2018 Application for a City Board, Commission, Committee or Corporation Profile Kathy R. Ellington Middle Initial 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 2.75 years If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone 5825 Ocean Drive Work Address-Street Address and Suite Number Corpus Christi Work Address-City Texas Work Address-State Kathy R. Ellington Page 1 of 5 78412 Work Address-Zip Code kaki3881 @gmail.com Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? LIBRARY 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) Board Member of Symphony Guild of Corpus Christi Degree-Early Childhood Education/Library Science minor Certified Adult Literacy Coach Community Non-Profit Consultant Certified Leadership Professional Why are you interested in serving on a City board, commission or committee? Libraries serve an integral part of the community. Libraries give people a place to gather, , to educate, to explore to achieve and to learn , especially about themselves. The library welcomes ALL, regardless of age, demographics or beliefs. The library is a special place to grow imaginations and minds. I want to give back to the community that has so richly embraced me. Kathy Ellington_Resume 2018.docx Upload a Resume Kathy Ellington_Cover_Letter_for Corpus_Christi Library Board.docx Please upload any additional supporting documents. Demographics Kathy R. Ellington 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 Kathy R. Ellington 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. My husband is a city employee. He is Director of Parks & Recreation, E. Jay Ellington. Kathy R. Ellington Page 4 of 5 Board-specific questions (if applicable) 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 Kathy R. Ellington Page 5 of 5 Kathy R. Ellinqton April 16, 2018 Tamera Franklin City of Corpus Christi,Texas 1201 Leopard Street Corpus Christi, Texas Dear Ms.Franklin, I am pleased to submit my letter of interest to serve as a member of the Corpus Christi Library Board. My background as a progressive community leader coupled with many years of non-profit management experience qualifies me to be an advisor for our library system. As a Trustee for the Butte Silver Bow County,Montana Library system, I was responsible for policy decisions and library operations.Trustees of the library approved budgets and personnel contracts and approved innovative library activities. During my tenure as a Trustee, I was on the hiring committee to recruit and hire the library director. It is my feeling that libraries serve as a compass for evidence based decisions to serve the community today and in the future.Libraries anchor communities and are central to activities of our city.I firmly believe libraries are an integral ingredient in providing quality of life in Corpus Christi. As former Executive Director of the Butte, Montana Literacy Program, I recognize low literacy skills create barriers to seeking and maintaining steady employment.I understand the importance of job skill training as a pathway for reducing poverty and increasing self-sufficiency. I am proud to have assisted in the development of strategies to help others maximize their potential. I also have experience researching and writing grants to enhance funding.I pride myself in approaching my work with precision, professionalism and care.I am decisive, detail oriented and work well under pressure. As past Executive Director of a community leadership program I understand how business, government and non-profits convene leaders to improve communities. I believe new partnerships and synergetic solutions are established when all parties come together in a collaborative leadership effort. It is my belief that as a community we are most effective when we work together and connect ideas, skills and resources to create solutions. I believe in focusing on building blocks of a good quality of life for everyone which includes education, financial stability and health. My resume is attached for your review.Thank you for allowing me to be considered to serve on the Library Board. Respectfully yours, Kathy R. Ellington Kathy R.Ellington Kathy R. Ellington CAREER ACCOMPLISHMENTS 1. Leadership Prince William ■ Worked with Chamber of Commerce Task Force to establish a community leadership program in Prince William County, Virginia ■ Guided the 501(c)3 process from beginning to end ■ Developed a 10-month curriculum designed to bring high level corporate, government and nonprofit leaders together for open dialogue around community issues and opportunities. ■ Recruited a pool of leaders yearly for the program ■ Managed annual budget of$150,000 ■ Obtained 100% funding for annual underwriting 2. The LIGHTHOUSE at Wilkerson Terrace ■ Developed a Pre-Kindergarten/Parenting program within a Federal Housing Project ■ Provided instruction in parenting skills, life skills and job training to low- income parents ■ Assisted in marketing the LIGHTHOUSE program to the community ■ Assisted in obtaining nonprofit status and funding 3. The HOME AGAIN Project ■ Successfully launched a program for homeless families in Redlands, California ■ Worked with city administration to coordinate initial operating grant ■ Wrote and acquired grants ■ Effectively guided the program in a merger with a larger non-profit ■ Succeeded in establishing the program as a prototype for the State of California Innovative Leadership ■ Selected by the Shreveport Junior League to serve as volunteer Chairman of the Red River Revel, an 8-day outdoor visual and performing arts festival ■ Coordinated tasks of 5,000 volunteers ■ Raised over $100,000 in underwriting and investment support through community solicitation ■ Coordinated social service consortium to prepare/register homeless children in public school ■ Coordinated volunteer support committee for an adoption agency ■ Organized a grant workshop for social service agencies ■ Served as a mentor for new teachers ■ Designed curriculum for private, state accredited pre-k program ■ Served on committee to study/evaluate admission charge to add sustainability to the Louisiana Peach Festival ■ Awarded community grants for Health Partnership ■ Initial founder and board member of Cedar Creek School Foundation ■ Formed Foundation Development Committee for Redlands United Methodist Church Community Involvement ■ Junior League of Shreveport ■ The Red River Revel Governing Board ■ Board of Directors St. Joseph Catholic School ■ United Way of North Louisiana Strategic Advisory Committee ■ Redlands United Methodist Church Foundation Development Committee ■ Redlands Bowl Associates — (community amphitheater fundraising organization) ■ Cedar Creek School Strategic Development Committee, Ruston, LA. ■ Aquia Episcopal Church Community Outreach Board ■ Board of Regents, Leadership Prince William ■ Board of Directors, Prince William Health Partnership ■ Board of Trustees, Butte Silver Bow Public Library System ■ Board Member, Butte Symphony Association Butte, Montana ■ Board Member, Mother Lode Theater Butte, Montana ■ Corpus Christi Symphony Guild, Recording Secretary ■ Corpus Christi LIVE, Board Member Professional Development ■ Louisiana Tech University, Elementary Education ■ Grambling State University, Early Childhood Education ■ Association of Leadership Professionals ■ Certified Literacy Coach ■ Experienced facilitator in non-profit management and strategic planning Experience ■ Resource Development Associates January 2015-present ❖ Provide organizational management expertise to organization/company ❖ Serve as an educator, coach, facilitator for organization/company ■ Butte Literacy Program, Butte, Montana January 2015-August 2015 ❖ Coordinator ❖ Responsible for day to day operations of program including grant writing, grant supervision, budget, fund-raising ❖ Marketed program to the community ❖ Created volunteer training manual ❖ Recruited and trained literacy volunteers ❖ Recruited adult learners in need of obtaining/improving literacy skills ■ Leadership Arlington, Arlington, Virginia March 2013-July 2013 ❖ Chief Development Officer ❖ Established donor base program to track donors ■ Leadership Prince William, Prince William, Virginia 2006-2013 ❖ Established base for innovative community based leadership program ❖ Created separate "think tank" program populated by leadership alumni members whose purpose was to assist community non- profits find solutions to organizational issues. ❖ Created bi-yearly forums for leadership alumni ■ Cedar Creek School, Ruston, Louisiana 1998-2006 ❖ Department Head, Pre-Kindergarten ❖ Lead Teacher- Pre-Kindergarten • Lincoln Parish Head Start, Ruston, Louisiana 1998 School Year ❖ Teacher Aide/Teacher Assistant ■ Family Service Association, Redlands, California 1996-1998 ❖ Division Director, Home Again Project ■ Home Again Project, Redlands, California 1993-1996 ❖ Founding director for social service agency providing counseling to homeless families ■ Grant Writer, City of Redlands, California- 1992-1993 ❖ Responsible for writing and acquiring grants for City Departments ■ The Lighthouse, Shreveport, Louisiana- 1988-1992 ❖ Pioneered innovative program in public housing project ❖ Obtained funding ❖ Instructed children ❖ Coached parenting skills, job training ❖ Marketed program to community Family ■ Married to E. Jay Ellington, Director of Parks & Recreation City of Corpus Christi, Texas ■ Three children, two grandchildren References: Stef Johnson Executive Director, Butte Silver Bow Public Library PHONE: Cathy Maloney Superint Silver Bow Public Schools PHONE: Revonda Stordahl Executiv tte Silver Bow Housing Authority PHONE: • Molly Grove Director, Camnus Relations George Mason University PHONE: • Jan Day Gravel Principal pment Corporation PHONE: • Lynn Haueter Former D s Christi Symphony Executive Director PHONE: CITY OF CORPUS CHRISTI Submit Date: Apr 24, 2018 Application for a City Board, Commission, Committee or Corporation Profile Sharron K Hines First Name Middle Initial 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 less than a year If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Retired Engineering Technican Employer Job Title retired Work Address-Street Address and Suite Number Sharron K Hines Page 1 of 5 retired Work E-mail address Preferred Mailing Address fJ Home/Primary Address Which Boards would you like to apply for? LIBRARY BOARD: Submitted Interests & Experiences Education, Professional and/or Community Activity (Present) Some College, Military Training Why are you interested in serving on a City board, commission or committee? To give back which I have been given so much. 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 Sharron K Hines 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 Sharron K Hines 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 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 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 Sharron K Hines Page 4 of 5 Sharron K Hines Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Feb 02, 2018 Application for a City Board, Commission, Committee or Corporation Profile Ida A Hobbs 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 12 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone RN - Performance Improvement Corpus Christi Medical Center Reviewer ,,,,oyer Job Title 7101 SPID Work Address-Street Address and Suite Number Corpus Christi Work Address-City Ida A Hobbs Page 1 of 5 TX Work Address-State 78412 Work Address-Zip Code ida.hobbs@hcahealthcare.com Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: Submitted LIBRARY BOARD: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: Previously served on Leadership Committee for Senior Services - 2 yrs as Chair. Termed out Education, Professional and/or Community Activity (Present) RN/BSN Volunteer in Dental Clinic of Timmon's Ministries Member Padre Island Baptist Church CASA Why are you interested in serving on a City board, commission or committee? Enjoyed my previous service on LCSS. Helps to be more in touch with city government Demographics Gender W Female Ida A Hobbs 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 Ida A Hobbs 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 Ida A Hobbs Page 4 of 5 Board-specific questions (if applicable) 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 Ida A Hobbs Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Aug 07, 2018 Application for a City Board, Commission, Committee or Corporation Profile Tom Krepel 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 r No retirement and return to CRP - total 8 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone retired n/a Employer Job Title n/a Work Address-Street Address and Suite Number n/a Work Address-City Tom Krepel Page 1 of 6 n/a Work Address-State n/a Work Address-Zip Code n/a Work Phone tkrepel@gmail.com Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? LIBRARY 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) - BSEd (1973), MEd (1979), PhD (1983) - University of Nebraska -Retired educator - served as classroom teacher; college faculty; variety of administrative posts in higher education, including dean (TAMUCC), chief academic officer (Chadron State College), president (Chadron State College, Fairmont State University. - Professional experience includes extensive involvement in state legislative processes, including legislative staff (Nebraska legislature - 1978-82), chief government relations officer for a state land-grant university (1986-90), president of two state institutions of higher education (1997-2005; 2009- 11). - Sustained record of community involvement, including president of Ella Barnes Elementary PTA (c.1994), chair of Allocations Committee of United Way of the Coastal Bend (c.1992-4), volunteer firefighter and EMS - Nebraska (1975-90). Why are you interested in serving on a City board, commission or committee? Continued civic engagement. Tom Krepel Page 2 of 6 resume-junl2.doc 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 Tom Krepel 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 Tom Krepel 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 LIBRARY BOARD Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? TJ None of the above Tom Krepel Page 5 of 6 Tom Krepel Page 6 of 6 THOMAS L. KREPEL Present position: Career Counselor,Northern Illinois University,DeKalb, Illinois Education: Ph.D. 1983 University of Nebraska-Lincoln M.Ed. 1979 University of Nebraska-Lincoln B.S. 1973 University of Nebraska-Lincoln Continued professional education: Illinois and Federal Emergency Management Agency courses (ICS/EOC interface, Intro. to ICS-IS100, ICS for single resoures-IS200, Command and general staff function in ICS), 2008. New Presidents' Academy, American Association of State Colleges and Universities, 1999 Institute for the Management of Lifelong Education, Harvard University, 1993 Institute on Statistical Analysis for Education Policy, American Educational Research Association, 1992 Certification: Nebraska Professional Administrative and Supervisory Certificate Certificate in Public Policy Analysis and Program Evaluation, University of Nebraska-Lincoln Summary of experience: 2011 -2012 Visiting Professor of Adult and Higher Education,Northern Illinois University 2009 - 2011 President, Fairmont(WV) State University 2005 -2009 Assistant to the President,Northern Illinois University 1998 - 2005 President, Professor of Educational Administration, Chadron (NE) State College 1998 Interim President, Professor of Educational Administration, Chadron (NE) State College 1997 - 1998 Senior Vice President for Academic and Student Affairs, Professor of Educational Administration, Chadron (NE) State College 1992 - 1997 Dean of University Outreach and Associate Professor of Educational Administration, Texas A&M University- Corpus Christi T. Krepel Page 2 1990 - 1992 Associate Professor, Educational Administration, St. Cloud (MN) State University 1986 - 1990 Assistant to the Chancellor and Director of University Relations, Assistant Professor of Educational Administration, University of Nebraska-Lincoln 1983 - 1986 Assistant Professor, Educational Administration, University of New Orleans 1978 - 1982 Staff Assistant to the Executive Board; Research Analyst to the Education Committee,Nebraska Legislature Selected publications: LaBanc, B.H., Krepel, T.L., Johnson, B.J. &Hermann, L. (2010). Managing the whirlwind: Planning for and responding to a campus in crisis. In B.O. Hemphill & B. H. LaBanc (Eds.), Enough is enough: A student affairs perspective on preparedness and response to a campus shooting. (pp. 53-81). Sterling, VA: Stylus Publishing. Krepel, T., Polak, S., Blegen, M., & Krepel, P. (2004). Ray and Faye Graves Photographic Studio Collection. Chadron State College. Chadron,NE. Krepel, T.L. (2000). Investing in Nebraska's future - Investing in intellectual capital. State And Local Government In Nebraska: Part VI- The Nebraska Of The Future. Nebraska Tax Research Council. Krepel, T.L., Grady, M.L., & Paradise, L.V. (1993). Facing opposite directions? Local school board responses to the national goals for education. Planning & Changing, 24, 2-20. Krepel, T.L., Grady, M.L., &Paradise, L.V. (1992). National goals, local priorities: What board members say about the U.S. education agenda. The American School Board Journal, 178, 31-2. Krepel, T.L., Bodelson, P.J., Pierson Ellingson, S., & VandeWalle, D. (1992). The Minnesota educational effectiveness program research and development project: An analysis of the organizational characteristics of the Minnesota educational effectiveness program. Resources in Education. ERIC #ED344 289. Krepel, T.L., Grady, M.L., &McGrew, K.S. (1991). The national goals for education: Challenges in policy, measurement, and research. Issues in Educational Leadership, 2, 48-9. Krepel, T.L. (1987) Contemporary decision theory and educational leadership. Educational Research Quarterly, 11, 37-44. T. Krepel Page 3 Selected professional activities: Consultant-Evaluator, Higher Learning Commission of the North Central Association of Colleges and Schools, 2003 —2012 Committee on Economic and Workforce Development, American Association of State Colleges and Universities, 2003 —2005 Editorial Board, Journal of Women in Educational Leadership, 2002—present Co-chair, Rural Issues Forum, American Association of State Colleges and Universities, 2001 —2003 Executive Committee, Co-chair Economic Development Committee, Nebraska Business-Higher Education Forum, 2000 - 2005 Education Council,Nebraska Information Technology Commission, 1999—2005 Executive Board,National Council of Professors of Educational Administration, 1994 - 1997 Policy Issues Committee,American Society for Public Administration, 1993 - 1994 Editorial Board, National Forum of Applied Educational Research, 1992—2000 Telecommunications Committee, Minnesota State University System, 1991 -1992 Fellow, Atlantic-Pacific Exchange Program, Rotterdam,Netherlands, 1989 Selected grants, contracts, awards: National Job Corps Association, Job Corps Alpha Star Award, Washington, D.C. 2001. U.S. Department of Labor, Kansas City Regional Office, Outstanding Community Organization Award 2001. Assessment Center Research and Development Project, Corpus Christi Army Depot, 1995 Coastal Bend Industry Applied Science Education Alliance, Port of Corpus Christi Board of Trade, 1993, 1995 - 1997 Early Prevention of School Failure Program, Corpus Christi Independent School District, 1994, 1995 T. Krepel Page 4 Supervisor Development and Proficiency Program, Corpus Christi Army Depot, 1993 - 1996 Nonprofit Organization Leadership Development Program, Coastal Bend Community Foundation, 1993 International Trade Development Program, Corpus Christi Chamber of Commerce, 1993 Detailed professional vita and references available upon request. (jun12) City Of Corpus Christi PARK AND RECREATION ADVISORY COMMITTEE BOARD DETAILS SIZE 11 Seats The Parks and Recreation Advisory Committee shall advise the City Council TERM LENGTH 2 Years '%I as to all City parks and the buildings OVERVIEW TERM LIMIT 6 Yearstherein, public outdoor recreation areas and centers and any other grounds placed under its purview by the City Manager. _................................................................................................................................................................................................................................................................................................................................................................................ COMPOSITION Eleven (1 1)members appointed by the City Council,who are residents of the City F-�'k and serve without compensation for a two-year term beginning August 23,or until their successor is appointed.The Board elects its Chairman. DETAILS CREATION/AUTHORITY Section 2-70,Code of Ordinances.Ord. No. 11046,8/23/72; 16511,9/2/81; 19831, 7/2/87;20294,5/3/88. ............................................................................................................................................................................................................ MEETS 2nd Wednesday of every month,5:30 p.m.,City Hall,3rd Floor Conference Room. -............................................................................................................................................................................................................................................................................................................................ TERM DETAILS Two-year terms. _.............................................................................................................................................................................................................................................................................................................................. DEPARTMENT Parks and Recreation Department _.............................................................................................................................................................................................................................................................................................................................. OTHER INFORMATION PARK AND RECREATION ADVISORY COMMITTEE Page 1 of 1 Park and Recreation Advisory Committee August 14,2018 Eight(8)vacancies with terms to 8/23/19 and 8/23/20. Board Name Dotson Lewis Jr. PARK AND RECREATION ADVISORY COMMITTEE Seeking Reappointment District 4 2 08/23/18 100%8/8 Amy H McCoy PARK AND RECREATION ADVISORY COMMITTEE Seeking Reappointment District 4 1 08/23/18 88%7/8 Jerry Plemons PARK AND RECREATION ADVISORY COMMITTEE Seeking Reappointment District 5 2 08/23/18 100%8/8 Robert A.Alvarez PARK AND RECREATION ADVISORY COMMITTEE Resigned District 5 2 08/23/19 Damla Eytemiz PARK AND RECREATION ADVISORY COMMITTEE Resigned District 4 1 08/23/18 Ricardo Pedraza PARK AND RECREATION ADVISORY COMMITTEE Resigned District 1 2 08/23/19 Elizabeth Perez PARK AND RECREATION ADVISORY COMMITTEE Exceeded number of allowed absences District 2 1 08/23/19 Carlos Valdez Sr. PARK AND RECREATION ADVISORY COMMITTEE Met six-year service limitation District 2 3 08/23/18 Donnie Contreras PARK AND RECREATION ADVISORY COMMITTEE Active District 3 1 08/23/19 Florence D.East PARK AND RECREATION ADVISORY COMMITTEE Active District 1 1 08/23/19 Mandy Cox PARK AND RECREATION ADVISORY COMMITTEE Active District 4 1 08/23/19 Alissa Mejia PARK AND RECREATION ADVISORY COMMITTEE Active District 4 1 08/23/19 Park and Recreation Advisory Committee Applicants August 14,2018 Work Address Michael J.Bellipanni,Ill. PARK AND RECREATION ADVISORY COMMITTEE District Disabled Corpus Christ TX Bobby Broderick PARK AND RECREATION ADVISORY COMMITTEE District U.S.Navy Fast Attack Submarines 4242 Gulfbreeze Blvd Apt 1002 Corpus Christi TX Mark S.Cason PARK AND RECREATION ADVISORY COMMITTEE District Texas Workforce Commission 5858 S.Staples Street Corpus Christi TX Michael Davis PARK AND RECREATION ADVISORY COMMITTEE District 4 American Detail Supply 3601 Apollo Rd Corpus Christi TX Guillermo G.Diaz,III. PARK AND RECREATION ADVISORY COMMITTEE District 2 Corpus Christi Medical Center 3301 South Alameda Corpus Christi TX Paul Dodson PARK AND RECREATION ADVISORY COMMITTEE District Self Corpus Christi TX Ida A.Hobbs PARK AND RECREATION ADVISORY COMMITTEE District 5 Corpus Christi Medical Center 7101 SPID Corpus Christi TX Jody Perkes Hughes PARK AND RECREATION ADVISORY COMMITTEE District 2 Retired Teacher Retirement Services(TRS) 1000 Red River Street Austin TX Hannah Husby PARK AND RECREATION ADVISORY COMMITTEE District 2 Corpus Christi Convention and Visitors Bureau 101 N.Shoreline Blvd. Corpus Christi TX Casandra L.Lorentson PARK AND RECREATION ADVISORY COMMITTEE District 5 Texas A&M University-Corpus Christi 6300 Ocean Dr.,Unit 5726 Corpus Christi TX Daniel Riechers PARK AND RECREATION ADVISORY COMMITTEE District 4 Texas A&M University-Corpus Christi 6300 Ocean Drive,FC151E Corpus Christi TX Mark A.Sandoval PARK AND RECREATION ADVISORY COMMITTEE District Corpus Christi Army Depot 308 Creasy ST Corpus Christi TX Hileigh H.Shaw PARK AND RECREATION ADVISORY COMMITTEE District Huxley T.Smith PARK AND RECREATION ADVISORY COMMITTEE District Self 1913 Thames Dr. Corpus Christi TX Twila Stevens PARK AND RECREATION ADVISORY COMMITTEE District Self Corpus Christi TX CITY OF CORPUS CHRISTI Submit Date: Jun 29, 2018 Application for a City Board, Commission, Committee or Corporation Profile Mr Michael J Bellipanni Iii Prefix 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 15 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone 6402 Weber Road B-02 Work Address-Street Address and Suite Number Corpus Christ Work Address-City TX Work Address-State Mr Michael J Bellipanni Iii Page 1 of 5 78413 Work Address-Zip Code 361-429-8478 Work Phone mbellipanni3@yahoo.com Work E-mail address Preferred Mailing Address jW Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: Submitted HOUSING AUTHORITY: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: Corpus Christ Boards No. I'm a Partner with Habitat for Humanity, volunteer as a Peer Support for Veterans Court. Collect furniture & household Items am a member of the Hud-Vash Program for 5 years. continuing my education in Veterans Peer Support. Have a Service Dog named Bandit. Education, Professional and/or Community Activity (Present) I'm involved with Veterans Peer Support, Alcohol & Drug Recovery Community, A Habitat for Humanity Partner. Have been a Texas Peace Officer, Worked in Telecommunication Installation, have been in the US Navy with a Honorable Discharge & 2 Decorations. Why are you interested in serving on a City board, commission or committee? Corpus Christ I want to make the community I live in a better Place. Using my experiences. Lived under a Hud-Vash program for the last 5 years. Think I have personal experiences & contact with people living under the housing programs. I want to see conditions inproved and people get there deserved value in housing. TXC01_8941031_03282018.pdf Please upload any additional supporting documents. Mr Michael J Bellipanni Iii Page 2 of 5 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 Mr Michael J Bellipanni Iii 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 Mr Michael J Bellipanni Iii Page 4 of 5 Board-specific questions (if applicable) Mr Michael J Bellipanni Iii Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Jul 31, 2018 Application for a City Board, Commission, Committee or Corporation Profile Bobby Broderick First Name Last Name Email Address Street Address Suite or Apt State City Postal Code What district do you live in? V District 1 Current resident of the city? Yes f- No 13 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone U.S.Navy Fast Attack Submarines Chief of the Boat Job Title 4242 Gulfbreeze Blvd Apt 1002 Work Address-Street Address and Suite Number Corpus Christi Work Address-City Bobby Broderick Page 1 of 5 TX Work Address-State 78402 Work Address-Zip Code CorvetteBobby@iCloud.com Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: 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) BS, Liberal Arts, The University of the State of New York, 1992. U.S.Navy, Retired, Senior Chief Petty Officer, Submarines. United States Submarine Veterans, Inc. Vice Chairman, Corpus Christi Mayor's Committee for Veterans Affairs. City of Corpus Christi Adopt-A-Park Program for Gulfspray Avenue Park. Why are you interested in serving on a City board, commission or committee? I've spent the last thirteen years of my life living on Corpus Christi's North Beach. This is my home. It's time I gave back to the community that's given me my heart's desire. Demographics Gender W Male Bobby Broderick 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 Bobby Broderick 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. No. Bobby Broderick Page 4 of 5 Board-specific questions (if applicable) Bobby Broderick Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Jul 18, 2018 Application for a City Board, Commission, Committee or Corporation Profile Mr Mark S Cason Prefix First Name Middle Initial Last Name Email Address Street Address Suite or Apt State City Postal Code What district do you live in? V District 4 Current resident of the city? Yes f- No 12 years If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Veterans Resource & Referral Texas Workforce Commission Coordinator �nployer �. 5858 S. Staples Street Work Address-Street Address and Suite Number Corpus Christi Work Address-City Mr Mark S Cason Page 1 of 5 TX Work Address-State 78412 Work Address-Zip Code 361-882-7491 Work Phone mark.cason@twc.state.tx.us Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No, I do not serve on any other City board. Education, Professional and/or Community Activity (Present) I have a BBA in Marketing Management and I am a Navy Veteran. I work at the Workforce Solutions of the Coastal Bend and Golden Cresent offices and I work very closely with the Veterans Round table, community support groups, and volunteer for city events. I am active in the community. Why are you interested in serving on a City board, commission or committee? I am very interested in supporting the City of Corpus Christi and I am proud to call Corpus Christi home. I feel I represent Corpus Christi very well and will be a positive advocate for the community. 2018 Mark_Cason_P R Advisory Committee.doc Upload a Resume Demographics Mr Mark S Cason Page 2 of 5 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. fJ 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 Mr Mark S Cason 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 Mr Mark S Cason Page 4 of 5 Board-specific questions (if applicable) Mr Mark S Cason Page 5 of 5 Mark S. Cason NE&M Career Objective: To be a member of the Parks and Recreation Advisory Committee. Highlights of Qualifications: • Organized and detail oriented professional effectively managing time and priorities. • Excellent trainer: Patient, effective, and motivating addressing a variety of ages,personalities and educational levels. • Effective communicating creatively with people from various cultures, and economic levels. • Personable &persuasive: Proven skill in persevering to solve problems constructively in a timely manner. • Self-confident in making challenging decisions under conditions of heavy stress. • Successful in learning and comprehending new methods,techniques, and procedures. • Knowledge of assessment tools used in workforce center applications • Gifted in building relationships based on trust and integrity. Training &Development Skills • Worked with Veterans providing intensive assistance customizing information for employment opportunities. • Facilitated training initiatives employees in quality service, coaching, and performance management which resulted in an increase in monthly goals • Conducted classes, workshops, and demonstrations providing individual instruction teaching skills focusing on finding employment and personal development. • Utilized a consulting model(needs assessment, design/develop solution, implement, and evaluate)to provide a project lead for company initiatives. • Designed and delivered new employee culture training initiative for 200 employees that successful integrated the company's vision and mission to instill a creative and dynamic culture • Established recognition programs for individual&team improvements supporting the company mission Organizational Skills • Maintained case history records and prepared reports. • Administer program development,implementation, and management,volunteer, staff and/or participant recruitment, supervision,training, and evaluations. • Maintained accurate and complete records as per policies and administrative regulations. • Initiated procedures to grant, modify, deny, or terminate assistance, or make referrals to other agencies. Communication Skills • Communicated with employers, assessing their situations, capabilities, and problems,to determine what services are required to meet their needs. • Communicated resolutions and recommended employment, development, and training options. • Communicated with individuals, families, and communities regarding issues including poverty, unemployment, rehabilitation, social adjustment, and child care. Work Experience: Texas Workforce Commission Corpus Christi,TX Texas Veteran Leadership Resource Coordinator Texas Veterans Commission Dallas, TX Veterans Employer Liaison Workforce Solutions Corpus Christi,TX Business Services, Career Counselor, Facilitator Child Protective Services Corpus Christi, TX Investigator II, Conservatorship Manager T-Mobile Corpus Christi,TX Retail Store Manager Cricket Communications Corpus Christi,TX Director Customer Experience, Sales Manager Education: Career Ready Workforce Certification —Del Mar College, Corpus Christi,TX (2015) B.B.A Degree, Marketing Management -McMurry University,Abilene,TX (1988) Military Service: Unites States Navy-Honorable Discharge (2008) CITY OF CORPUS CHRISTI Submit Date: Feb 02, 2018 Application for a City Board, Commission, Committee or Corporation Profile Michael Davis First Name Last Name Email Address Street Address State City Postal Code What district do you live in? I District 4 8 If yes,how many years? Are you a registered voter? Yes (- No Primary Phone Alternate Phone American Detail Supply _Owner Employer Job Title 3601 Apollo Rd Work Address-Street Address and Suite Number Corpus Christi Work Address-City Texas Work Address-State Michael Davis Page 1 of 5 78413 Work Address-Zip Code mdavisads@gmail.com Work E-mail address Preferred Mailing Address W Work Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: I have never worked on any city boards or comittees. Education, Professional and/or Community Activity (Present) High School, Some College. Dale Carnegie, and an Eagle Scout Why are you interested in serving on a City board, commission or committee? I would like to be a part of the decision making in the city that I've lived in my whole life and that my business is based out of. I feel it is important for me to help any way I can to better Corpus Christi. Demographics Gender W Male Verification Michael Davis 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 Michael Davis 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) Michael Davis Page 4 of 5 Michael Davis Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Jul 12, 2018 Application for a City Board, Commission, Committee or Corporation Profile Guillermo G Diaz _ III First Name Middle Initial Last Name Suffix 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 30 If yes,how many years? Primary Phone Alternate Phone Corpus Christi Medical Center Volunteer Coordinator Employer Job Title 3301 South Alameda Work Address-Street Address and Suite Number Corpus Christi Work Address-City Texas Work Address-State Guillermo G Diaz III Page 1 of 5 78411 Work Address-Zip Code 361-761-1416 Work Phone Guillermo.diaz@hcahealthcare.com Work E-mail address Preferred Mailing Address jW Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: DRMC Employee Safety & Security Officer Committee Education, Professional and/or Community Activity (Present) AA, Radio and TV - BA, Business Administration Why are you interested in serving on a City board, commission or committee? Demographics Gender W Male Verification Guillermo G Diaz III 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 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. fJ 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 (- No Do you, your spouse, your business or your spouse's business have a City contract? Yes No Guillermo G Diaz III 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 r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? rYes 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) Guillermo G Diaz III Page 4 of 5 Guillermo G Diaz III Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Jul 12, 2018 Application for a City Board, Commission, Committee or Corporation Profile Paul Dodson 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 39 If yes,how many years? Primary Phone Alternate Phone self attorney Employer Job Title 218 Leming Work Address-Street Address and Suite Number Corpus Christi Work Address-City Tx Work Address-State Paul Dodson Page 1 of 5 78404 Work Address-Zip Code 3613647415 Work Phone paul@pdodson.com Work E-mail address Preferred Mailing Address jW Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: 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) University of Texas at Austin (B.A., J.D.) Why are you interested in serving on a City board, commission or committee? Demographics Gender W Male Verification Paul Dodson 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 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. fJ 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 (- No Do you, your spouse, your business or your spouse's business have a City contract? Yes No Paul Dodson 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 r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? rYes 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) Paul Dodson Page 4 of 5 Paul Dodson Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Feb 02, 2018 Application for a City Board, Commission, Committee or Corporation Profile Ida A Hobbs 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 12 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone RN - Performance Improvement Corpus Christi Medical Center Reviewer ,,,,oyer Job Title 7101 SPID Work Address-Street Address and Suite Number Corpus Christi Work Address-City Ida A Hobbs Page 1 of 5 TX Work Address-State 78412 Work Address-Zip Code ida.hobbs@hcahealthcare.com Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: Submitted LIBRARY BOARD: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: Previously served on Leadership Committee for Senior Services - 2 yrs as Chair. Termed out Education, Professional and/or Community Activity (Present) RN/BSN Volunteer in Dental Clinic of Timmon's Ministries Member Padre Island Baptist Church CASA Why are you interested in serving on a City board, commission or committee? Enjoyed my previous service on LCSS. Helps to be more in touch with city government Demographics Gender W Female Ida A Hobbs 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 Ida A Hobbs 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 Ida A Hobbs Page 4 of 5 Board-specific questions (if applicable) 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 Ida A Hobbs Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: May 03, 2018 Application for a City Board, Commission, Committee or Corporation Profile Mrs. Jody _ Perkes Hughes Middle Initial Last Name Email Address Street Address Suite or Apt State City Postal Code What district do you live in? V District 2 Current resident of the city? Yes f- No 21/2 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Retired Teacher Retirement Services (TRS) Educational Diagnostician i mployer Job Title 1000 Red River Street Work Address-Street Address and Suite Number Austin Work Address-City Mrs. Jody Perkes Hughes Page 1 of 5 Texas Work Address-State 78701 Work Address-Zip Code (956) 371-0711 Work Phone jodyhughesspi@gmail.com Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted PARK AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: PALS for City of Corpus Christi Education, Professional and/or Community Activity (Present) M. ED. UT RGV Bachelors UT Edinburg Why are you interested in serving on a City board, commission or committee? I am very much interested in serving on Parks for Corpus Christi. I chaired the Parks, Recreation & Beautification Committee for South Padre Island for 5 years. 2010-2015 and served on that committee for 7 years. I have ought of the box ideas and suggestions! I have also chaired the Ribbon Cutting Committee (Islanders) for South Padre Island Chamber of Commerce from 2010-2015 when we moved to Corpus. JODY PERKES HUGHES.docx Please upload any additional supporting documents. Mrs. Jody Perkes Hughes 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 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 Mrs. Jody Perkes Hughes 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. No Conflict of Interest Mrs. Jody Perkes Hughes Page 4 of 5 Board-specific questions (if applicable) Mrs. Jody Perkes Hughes Page 5 of 5 JODY PERKES HUGHES 4350 Ocean Dr. #201 Corpus Christi, TX 78412 956-371-0711 Current Positions PALS Committee for Corpus Christi Board of Directors Twin Dolphins Condo Assoc. Ways & Means Chair New Neighbors League CC President Symphony Guild of Corpus Christi Serve on Board of Directors for Corpus Christi Symphony Orchestra Pending Boards: Board of Directors for CC Live CITY OF CORPUS CHRISTI Submit Date: Jul 18, 2018 Application for a City Board, Commission, Committee or Corporation Profile Hannah Husby 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 20 If yes,how many years? Primary Phone Alternate Phone Corpus Christi Convention and Visitors Bureau Special Event Coordinator Employer Job Title 101 N. Shoreline Blvd. Work Address-Street Address and Suite Number Corpus Christi Work Address-City Texas Work Address-State Hannah Husby Page 1 of 5 78401 Work Address-Zip Code 826-0624 Work Phone hhusby@visitcorpuschristitx.org Work E-mail address Preferred Mailing Address jW Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: Submitted ARTS & CULTURAL COMMISSION: Submitted CLEAN CITY ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: Currently on Corpus Christi Ride-In Theater Committee, Dia de los Muertos Planning Committee and Young Business Professionals Marketing Committee Education, Professional and/or Community Activity (Present) Bachelor's Degree in Recreation, Parks and Tourism Sciences from Texas A&M University. Active in the young professionals community, involved in many different community event logistics committees and will be a great advocate for this committee through my community activities. Why are you interested in serving on a City board, commission or committee? I am a passionate community member who believes in a cleaner, colorful and thriving Corpus Christi. I am interested in serving on this committee to become more involved in Corpus Christi's progress. I believe I can offer this committee a fresh perspective on challenges facing the city and provide insightful solutions to the problems at hand. Hannah Husby Resume.pdf Upload a Resume Hannah Husby 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 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 Hannah Husby 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 Hannah Husby Page 4 of 5 Board-specific questions (if applicable) Question applies to ARTS&CULTURAL COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? V Economic Development /Tourism 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 Hannah Husby Page 5 of 5 Hannah M. Husby Summary A service minded,personable individual who has a desire to help bring communities together and facilitate programs that require community involvement and increase relationships with the city and its people. Education TEXAS A&M UNIVERSITY- College Station, TX Grad- 9/2015 Bachelor of Science in Recreation, Park and Tourism Sciences • Professional Event Manager Certificate Experience Corpus Christi Convention and Visitors Bureau 2/8/2016- Present Special Events Coordinator • Plan, implement and execute Fiesta de la Flor (event that brings in 55,000 people) • Create,write and publish articles for the Visit Corpus Christi website • Develop, film and publish a weekly segment for Kiii TV called SeeCC • Manager of over 200 vendors at a time for events • Serve on the board for Dia de los Muertos as the Logistics Chair • Generate a monthly event for the community and visitors of the City Corpus Christi Downtown Management District 5/28/2015-2/5/2016 Merchant and Special Events Coordinator • Manage programs and events; BridgeWalk, DINE Downtown, Merchant Association, Facade Improvement grants • Planning committees: Mayor's Council Kite&Bike Festival, Mayor's Big Bang Bash, Surftoberfest, CC Hot Tamale Festival, Downtown Farmers Market Committee (Co-Chair) • Wrote and was awarded Texas Main Street designation • Assist with real estate development, marketing and recruitment • Manage social media,online calendar and website content Advent GX—Community Development Company 11/2014-4/2015 Intern under the Arts and Culture Event Coordinator • Organized and implemented community events for Bryan,TX • Wrote, Designed and Published monthly e-newsletters and weekly blogs • Planning committees: Texas Reds Steak and Grapes Festival, First Friday Art Walk Brazos Valley Young Life-Bryan, TX 4/2013-5/2015 Leader GRUB Burger Bar- College Station, TX 3/2014-8/2014 Host/Cash i er/Wa i tress H-E-B Foundation Camp- Leakey, TX 5/2013-8/2013 Laity Lodge Youth Camp Counselor Benjamin's Surf Shop- Corpus Christ, TX 6/2011-4/2012 Sales Clerk Certifications, Service and Skills • Serve on Downtown Farmers' Market Committee as Co-Chair • Serve on Events Team for Corpus Christi Ride-In Committee • Member of Corpus Christi Young Business Professionals • Produce and Film on camera for weekly segment on KiiiTV • Certified Tourism Ambassador since July-2015 • Computer skills- Proficient in Microsoft Office,WordPress and all channels of Social Media • Language-Spanish Conversation CITY OF CORPUS CHRISTI Submit Date: May 20, 2018 Application for a City Board, Commission, Committee or Corporation Profile Casandra L Lorentson 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 10 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Texas A&M University-Corpus Christi Communications Manager Employer Job Title 6300 Ocean Dr., Unit 5726 Work Address-Street Address and Suite Number Corpus Christi Work Address-City Casandra L Lorentson Page 1 of 6 Texas Work Address-State 78412 Work Address-Zip Code 361-825-4039 Work Phone casandra.lorentson@tamucc.edu Work E-mail address Preferred Mailing Address rJ Work Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY 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 serve on any other City board, commission or committee at this time. This will be my first attempt at applying to get on a City Advisory Committee. Although, I have been involved in the community in the past. I have a long history of volunteering for the National Seashore and Texas Parks and Wildlife. Education, Professional and/or Community Activity (Present) I have a Bachelor of Science in Biology and a Master of Arts in Communication. This combination, I feel, will make me a unique addition to this advisory committee. With my bachelor's degree, I worked as an animal trainer for the Texas State Aquarium, a Biological Science Technician for the National Seashore Turtle Lab and as a Hack Site Attendant for the Peregrine Fund. All three positions gave me an understanding of the uniques wildlife and recreation areas Corpus Christi has to offer. I currently work as a Communications Manager for A&M-Corpus Christi. In this position, I am responsible for promoting the accomplishments of the College of Science and Engineering, the College of Nursing and Health Sciences and the University's Research Institutes. I constantly work with our professors, research scientists and students to help them communicate their work to the community in a way that is easily understood. Casandra L Lorentson Page 2 of 6 Why are you interested in serving on a City board, commission or committee? I have lived in Corpus Christi since 2005 and since I have become more involved with Texas A&M-Corpus Christi, I have learned about the importance of the University/City partnership. For the past several years, I have increasingly felt like Corpus Christi is my town. With its beautiful beaches, the addition of the Oso Wetlands Preserve and the unique animals that call this their home, my appreciation for this City has grown. I would like to be involved with the Parks and Recreation Advisory Committee because I believe this will allow me to help other grow the same appreciation for the outdoors that I have and that I know the rest of the Committee members have. 051318 Casandra_L. Lore_ntson_Resume.pdf Upload a Resume Casandra_Lorentson_Recommendation.pdf Please upload any additional supporting documents. 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 Casandra L Lorentson Page 3 of 6 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 Casandra L Lorentson Page 4 of 6 Does your employer or your spouse's employer have a City contract? r Yes r No Are you involved with any activities or employment that would conflict with the official duties on the 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. I work for Texas A&M University-Corpus Christi and I am sure the University and the City have contracts with each other but I do not have any connections with contracts. My husband works for Urban Engineering but he does not have any say in contracts either. Board-specific questions (if applicable) Casandra L Lorentson Page 5 of 6 Casandra L Lorentson Page 6 of 6 City of Corpus Christi 1201 Leopard St. Dear Corpus Christi City Officials, Please accept this letter of support for Casandra Lorentson's application to join the Parks and Recreation Advisory Committee. I have known Casandra as a fellow communications professional locally for nearly five years now. During that time, she has impressed me with her strong communication skills, intelligence, and motivation to take initiative.These qualities are crucial to being an effective PRAC member. If the Parks and Recreation Department needs anything right now, it's strong communication. Her perspective in this area will be valuable. I believe Casandra is volunteering for the right reasons—a genuine desire to lend her considerable talents to serving her community through helping to improve the parks and recreation system. She will be a solid choice to serve on PRAC. Sincerely, W�AA �61L Alissa Mejia PRAC member 2016-present t 0 HE NT S 0 N CASAN • ♦ COMMUNICATIONS MANAGER & GOAL CONQUEROR STATEMENT OF INTENT I am a former animal trainer, a former Director of Development and a constant goal conqueror! I have held many different jobs in the past and I am excited to be able to use my unique experiences to help the Parks and Recreations Advisory Committee get more people to enjoy the outdoors. P R O F E S S I O N A L E X P E R I E N C E Communications Manager . Creates and supervises the creation of content for the University's digital, print Texas A&M-Corpus Christi and social media platforms. Sept. 2o16 - Present . Develops new uses, strategies, and tools for storytelling and presentation using video, print and web content. Supports aspects of University-wide communications efforts including, but not limited to, research, writing, editing, and proofreading services. . Establishes and maintains communication networks with the university departments and campus organizations. . Preps University representatives for public appearances, including interviews and public speeches. . Monitors communications-related analytics. . Provides media relations. Supports the University's crisis communications team. Director of Development-Liberal . Worked closely with the College Dean to create and implement a strategic Arts fundraising plan. Texas A&M-Corpus Christi • Served as liaison between office of Marketing and Communications and the Aug. 2015 - Sept. 2o16 College. Communications Assistant . Collaborated with full-time staff to write press releases and media alerts. Texas A&M-Corpus Christi . Interviewed professors and students to gather publication information. Sept. 2013 - Aug. 2015 Seasonal Biological Science . Communicated directly with top leadership including the Department Chief, Technician Dr. Donna Shaver. National Park Service . Managed daily logistics including but not limited to dispatching beach March. 2013 - Oct. 2013 patrollers, gear and vehicle preparations as well as troubleshooting issues as they arose. Hack Site Attendant Fed and observed behavior of 13 fledgling Northern Aplomado Falcons The Peregrine Fund Maintained detailed field notes of all observable falcon behaviors and July 2013 - Sept. 2013 interactions. Compiled all field notes into an 18 page hack site report. E D U C A T I O N A F F I L I A T I O N S R E F E R E N C E S 2o16 Master of Arts in Communication Young Business Professionals of Ashley Larrabee Texas A&M University-Corpus Christi the Coastal Bend Texas A&M-Corpus Christi ..:Yi-k: 3.9 Zoog Bachelor of Science, Major in Animal Biology Dr. Michelle Maresh-Fuehrer Texas A&M University-Corpus Christi Public Relations Society of Texas A&M-Corpus Christi America - Member 2016 - Prese-' CITY OF CORPUS CHRISTI Submit Date: Mar 29, 2018 Application for a City Board, Commission, Committee or Corporation Profile Daniel Riechers 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 3.5 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Texas A&M University - Corpus Senior Research Development Christi Officer Employer 6300 Ocean Drive, FC151 E Work Address-Street Address and Suite Number Corpus Christi Work Address-City Daniel Riechers Page 1 of 5 Texas Work Address-State 78412 Work Address-Zip Code 3618252823 Work Phone daniel.riechers@tamucc.edu Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? WATER RESOURCES ADVISORY COMMITTEE: Submitted REGIONAL HEALTH AWARENESS BOARD: Submitted PARK AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: NA Education, Professional and/or Community Activity (Present) Degree in progress-- PhD in Technical Communication and Rhetoric, Texas Tech University, Lubbock, TX (online). M.A. in Technical Communication, NCSU (2011), M.A. in Literature, University of Minnesota (2005). Why are you interested in serving on a City board, commission or committee? To help make Corpus Christi a better place for all of its citizens. RiechersCV.pdf Upload a Resume Daniel Riechers Page 2 of 5 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 Daniel Riechers 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. I work for Texas A&M University - Corpus Christi. that institution has relationships with the city, but I do not believe that it has any contracts. Before accepting a board position, I would ask for confirmation from the city/board chairperson. Daniel Riechers Page 4 of 5 Board-specific questions (if applicable) 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 Daniel Riechers Page 5 of 5 Daniel J. Riechers I Curriculum Vita updated 09.10.17 Senior Research Development Officer and PhD Student Education: PhD student,Technical Communication and Rhetoric Concentration: Rhetoric of Science,Technology,and Medicine Texas Tech University,Lubbock,TX Expected 2020 Master of Science,Technical Communication Concentration: Science Journalism North Carolina State University,Raleigh,North Carolina May 2011 Master of Arts,English Literature; Minors: Rhetoric,History of Science and Technology The University of Minnesota,Minneapolis,Minnesota June 2005 Bachelor of Liberal Studies; minor: English Literature The University of Wisconsin Oshkosh, Oshkosh,Wisconsin June 2001 Associate of Applied Science,Avionics Technology Fox Valley Technical College,Oshkosh,Wisconsin June 1996 Experience: Academic 8/15-5/16 Adjunct English Instructor Texas A&M University—Corpus Christi Corpus Christi,TX Courses: Composition 1,English 1301 1/12-5/13 English Instructor Wake Technical Community College Raleigh,North Carolina Courses: Freshman Composition, English 111 1/o6-12/o6 English Instructor&Writing Durham Technical Community College Tutor Durham,North Carolina Courses: Freshman Composition,English 111 Developmental English,English o90 2002-2005 English Instructor&Teaching University of Minnesota—Twin Cities Assistant Minneapolis,Minnesota Courses: Composition,English 1301 Black Female Writers in the U.S., English 3592(T.A.) Industry 2011 -present Writer and Editor Freelance 9/14-present Senior Research Development Texas A&M University—Corpus Christi Officer Corpus Christi,TX 9/13-8/14 Senior Technical Writer Nordson Corporation,Amherst,OH Daniel J. Riechers Curriculum Vita updated 09.10.17 6/o8-8/13 Technical Publications Manager Eaton Corporation Raleigh,North Carolina 4/07-5/o8 Technical Instructor Eaton Corporation Raleigh,North Carolina 3/o6-4/07 Senior Editorial Assistant and Duke Magazine, Duke University Advertising Manager Durham,North Carolina 10/05-3/o6 Professional/Administrative Duke Magazine, Duke University Temporary Employee Durham,North Carolina 1998-2002 Avionics Technician Gulfstream Aerospace,Inc. Appleton,Wisconsin 1991-1998 Aircraft Propulsion Technician Air National Guard 1996- 1998 Avionics Bench Technician Avionics Specialist,Inc.,Memphis,TN Selected Publications: Creative Borrenpohl,N.,Hunt,L.,McCauley,A.K.,&Riechers,D.J. (2017,February-August).Futurescapes [Interactive multimedia exhibit].The TTU Humanities Center,Lubbock,TX.Exhibited on campus and at the Museum of Texas Tech. Technical Communication iTRAX Electronic Pressure Regulator: Customer Product Manual.(2014).iTRAX Electronic Pressure Regulator.Nordson Corporation,Amherst,OH.Retrieved from http://emanuals.nordson.com/finishing/files/Cont-Liq/1604922.pdf Eaton 9390 UPS Service Manual(80o pages).(2013).Eaton 9390 UPS.Eaton Corporation, Raleigh,NC. Dell UPS and EBM Quick Start Guide(2 pages).(2012).Dell UPS and EBM.Eaton Corporation,Raleigh, NC. Journalism Riechers,D.J.(2014, February 26)."Riverkeeper: DENR Slow to Act as Riverwood Development Pollutes." The Raleigh Public Record. Retrieved from http://raleighpublicrecord.org/environment-news/2o 14/02/26/riverkeeper-denr-slow-to-act-as- riverwood-development-pollutes/ ---. (2013,January 13). "Residents May See Higher Wastewater Rates." The Raleigh Public Record. Retrieved from http://raleighpublierecord.org/news/2013/01/21/residents-may-see-higher- wastewater-rates-with-plant-expansion/ ---.(2012,September 24)."Central Prison Leaking Fuel Into Rocky Branch Creek." WRAL. Retrieved from http://www.wral.com/central-prison-leaking-fuel-into-rocky-branch-creek/11583935/ ---.(2012,August 20)."Raleigh Sues the State to Protect Water Supply." The Raleigh Public Record. Retrieved from http://www.indyweek.com/indyweek/durham-to-post-new-signs-advising-falls- lake-beachgoers/Content?oid=2468707 ---.(2011,May 18)."Durham to Post New Signs Advising Falls Lake Beach Goers."The Independent Weekly. Retrieved from http://www.indyweek.com/indyweek/durham-to-post-new-signs- advising-falls-lake-beachgoers/Content?oid=24687a7 ---.(2011,May 4)."Who's Responsible for the Falls Lake Mess?"The Independent Weekly. Retrieved from http://www.indyweek.com/indyweek/whos-responsible-for-the-falls-lake- mess/Content?oid=2441223 Daniel J. Riechers I Curriculum Vita updated 09.10.17 Marketing Division of Research,Commercialization and Outreach Annual Report.(2016,2017). Division of Research,Commercialization and Outreach,Texas A&M University-Corpus Christi,Corpus Christi,TX. Research Development and Commercialization Brochure.(2o16).Division of Research, Commercialization and Outreach,Texas A&M University-Corpus Christi,Corpus Christi,TX. Conferences Presentations and Invited Talks: • Using Cohorts as a Model for Student Engagement and Retention in Graduate Technical Communication Programs,roundtable presentation,Council for Programs in Technical and Scientific Communication,October 4-8, 2017 • Communicating Epidemiology:Transforming a Region with Data to Enable Public Health Action, poster presentation,Association for Computing Machinery Special Interest Group for Design of Communication,Student Research Competition,August 11-14,2017 • Workshop Participant,Binational Perspectives on Gulf of Mexico Sustainability,San Miguel de Allende,Mexico,March 8-10,2017 • Guest lecturer for ENG 520: Science Writing for the Media at NCSU,October 2011 • "Implementing Editing Peer Review with Writer-Editors"presented at the STC Summit in Sacramento,CA,as part of the Technical Editing SIG progression,May 2011 Funders: • National Science Foundation • Spencer Foundation • National Endowment for the • Hogg Foundation Humanities • Texas Sea Grant • National Endowment for the Arts • Texas Commission on the Arts • National Institutes of Health • Environmental Protection Agency • National Oceanic and Atmospheric • SummerLee Foundation Administration • American Library Association • Department of Defense • NASA • Office of Naval Research • Humanities Texas • Robert Wood Johnson Foundation • DHS/HHRS Grants Supported: National Science Foundation Other • STEM+C(pending) • EPA Environmental Education Grant • DRK-12 (pending) (not awarded) • AISL(pending) • Hogg Foundation(not awarded) • ATE(Awarded,2016, $788,000) • Humanities Texas Small Grant • CAREER,(Awarded, 2o16, $46o,000) (Awarded,2016, $6,000) • MRI,(Awarded, 2o16, $681,000), • NEA Fellowship(poetry,not awarded) (Awarded,2015, $540,000) • NIH SCORE(not awarded) • Science Learning+ (not awarded) • NOAA BAA(not awarded) • Spencer Foundation Small Research National Endowmentfor the Grants(not awarded) Humanities • Substance Abuse and Mental Health • NEH Fellowships(Awarded,2017, Services Administration(Awarded, $50,400) 2o16, $300,000) • NEH Awards for Faculty at Hispanic • Teagle Foundation Serving Institutions(not awarded) • Texas Commission on the Arts • NEH Humanities Initiatives at • Texas Sea Grant(numerous, $1m+) Hispanic-Serving Institutions(not • U.S.Economic Development awarded),(pending) Administration,EDA Grant(not • NEH Summer Stipend(Awarded,2o16, awarded) $6,000) Daniel J. Riechers I Curriculum Vita updated 09.10.17 Workshops Led: • Career Planning for Faculty • Finding Funding Opportunities • Understanding Research Funding (multidisciplinary) Agencies • Project Management for Academics • Analyzing Calls for Proposals • Center for Faculty Excellence Research • Finding Funding Opportunities in the Development Workshop for New Faculty Humanities Funding: • Travel Award,Student Research Competition,ACM SIGDOC, $500 Academic Memberships: • Association for Computing Machinery • Society for Technical Communication • National Council of Teachers of English • National Association of Science Writers Professional Development Attended: • Broader Impacts Workshop,2017 • NORDP Research Development Best • NIH Grant Writing Practices,2015 • Canvas Business Model • Qualtrics,2015 • Project Management Fundamentals • Certificate of Professional Development • Project Management Applications in Best Practices for Online Course • NORDP Growing the Research Design,2015 Enterprise: `Speed-Networking',2105 • Grant Writing Service: Academic • College of Education and Human Development Dean Search Committee(2016-17) • Technical and Professional Writing Program Advisory Committee(2014-2016) • College of Liberal Arts Dean Search Committee(2015-16) ProfessionallIndustry • Development and Management of the annual Faculty Research Development Program(2014- 2017) • Judge,Haas Writing Awards for Students(2017,2016, 2015) • Chair,Division of Research,Commercialization and Outreach website redesign committee • Volunteer for the Cleveland Ohio chapter of STC,2013-2014 • Director at Large of the STC-Carolina Chapter, 2012 —2013 • Treasurer for the Technical Editing Special Interest Group of the STC,2012 —2013 • Judge for the Society for Technical Communication Competition, 2009—2013 Recognition: • Story of the Year, "Central Prison Fuel Leak,"Raleigh Public Record,2012 • New volunteer of the year,STC Technical Editing Special Interest Group, 2012 • Society for Technical Communication Competitions,Carolina Chapter,Merit and Excellence Awards for publications, 2009 and 2010 CITY OF CORPUS CHRISTI Submit Date: Feb 08, 2018 Application for a City Board, Commission, Committee or Corporation Profile Mark A Sandoval First Name Middle Initial 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 6 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Senior Aircraft Accident Corpus Christi Army Depot Investigator >yer 308 Creasy ST Work Address-Street Address and Suite Number Corpus Christi Work Address-City Mark A Sandoval Page 1 of 5 TX Work Address-State 78419 Work Address-Zip Code 3619616965 Work Phone mark.a.sandova14.civ@ mail.miI Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: 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) AAS, University of Southern California certificate in Aviation Safety and Security, no present community Activity Why are you interested in serving on a City board, commission or committee? Interested in volunteering in my community. resume city board.pdf Upload a Resume Demographics Mark A Sandoval Page 2 of 5 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 Mark A Sandoval 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. I did not answer yes to any of the questions above. Mark A Sandoval Page 4 of 5 Board-specific questions (if applicable) Mark A Sandoval Page 5 of 5 Mark Anthony Sandoval WORK EXPERIENCE 03/11/13 TO PRESENT. 40HRS PER WEEK. SENIOR AVIATION ACCIDENT INVESTIGATOR, GS-1801-12 CCAD, P34CO3 SUPERVISOR: MR. CAUSEY I participate in operations and investigations involving complex aircraft and there systems. I recognize safety hazards or potentially dangerous conditions to make recommendations for immediate remedial action. I conduct quality equipment failure analysis on projects involving current and modified weapon systems. I develop, arrange, and monitor laboratory studies and tests of failed or malfunctioning parts to isolate the causes of failure. I provide technical guidance and safety recommendations to junior investigators and maintenance team members during the initial accident investigation and recovery. I provide technical guidance during the disassembly process of the crash damaged and/or Product Quality Deficiency Report(PQDR)Projects. I have testified both in person and by deposition in litigation regarding personal observations made during investigations and content or published reports. I have meet and dealt with the public and media tactfully and effectively under difficult circumstances. I deal impartially and diplomatically with individuals or groups of varying interests in the conduct of their work or to fulfill a particular mission. I utilize judgment and initiative in guiding junior investigators to accomplish required duties. I keep supervisors apprised of progress and of potentially controversial matters. I establish plans of action and milestones to ensure a group can achieve its goals on time. 10/11/09 TO 03/10/13. 40HRS PER WEEK. AIR SAFETY INVESTIGATOR(FAILURE ANALYSIS), GS-1815-11 CCAD 09/03/06 TO 10/10/09. 40HRS PER WEEK. A/C PNEUDRAULIC SYSTEMS EXAMINER, WD 8268-06. CCAD 1 10/31/04 TO 09/03/06. 40HRS PER WEEK. A/C QUALITY INSPECTOR, WG 8268-11. CCAD 09/21/03 TO 10/31/04. 40HRS PER WEEK. A/C JOURNEYMAN, WG 8268-10. CCAD 04/09/01 TO 9/21/03. 40HRS PER WEEK. A/C MECHANIC WG 8268-8. CCAD 10/94 TO 10/99. CH-53E/MH-53E HELICOPTER CREW CHIEF/MECHANIC. SGT/E-5. UNITED STATES MARINE CORPS, JACKSONVILLE,NC. HMT-302, FLIGHT LINE. HONORABLE DISCHARGE Education: Graduated High School at Gregory Portland ISD class of 1993 Associate in Occupational Safety & Health from Del Mar College USC Viterbi School of Engineering, Aviation Safety and Security Program, Certificate Number 1649 Training: USMC Course:0210 Terrorism Counteraction, 10 HRS. Navy Course:D-555-0023 Naval Aviation Dispersed Tech PUBS, 16 HRS. Navy Course:N-701-0013 Aircraft Corrosion Control,40 HRS. USMC Course: 67V Basic Helicopter Class Al,5 weeks 4 days. Navy Course:M-601-2723 CH-53E Plane Captain/Crew Chief, 10 weeks. Navy Course:C-602-9456 CH-53 HELO MECH Integrated ORG Maintenance, 12 weeks. Navy Course:Q-050-1500 Aircrewman Candidate Class A,5 weeks. USMC Course:WPR Crew Chief Training CH-53E,20 weeks. USMC Course:90N HELO MECH Power Plants&Related CH-53 OMA, 16 weeks 4 days. Navy Course:B-9E-1232 Naval Aviation Water Survival Program N7, 10 HRS. Navy Course:C-600-2010 Basic HELO Class Al,4 weeks 1 day. Awards: Awarded the Secretary of Defense Medal for the Global War on Terrorism. One Army Achievement Medal for Civilian Service. Two Meritorious Masts' Good Conduct Medal Two National Defense Medals Meritorious Unit Commendation Letters of Appreciation 2 CITY OF CORPUS CHRISTI Submit Date: May 17, 2018 Application for a City Board, Commission, Committee or Corporation Profile Mrs. Hileigh H Shaw Prefix 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? r Yes r No perspective to parks and recreation If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone 7926 Todd Hunter Dr Work Address-Street Address and Suite Number Corpus Christi Work Address-City TX Work Address-State Mrs. Hileigh H Shaw Page 1 of 5 78414 Work Address-Zip Code Hishaw63@gmail.com Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Education, Professional and/or Community Activity (Present) I graduated Texas Tech University in Lubbock, TX May 2006 with a bachelors degree in Communications and a minor in English. Why are you interested in serving on a City board, commission or committee? I really truly feel that Corpus Christi has immense potential. I feel as though there are things that could be done to improve the overall family community experience, and I believe that I can bring new, exciting, and reasonable improvements to this growing city. I have true intentions, and want nothing more to help grow Corpus in to what I really feel it could be. I am happy to send in a resume in a subsequent email. I have not recovered it since our move in December. Thank you for your time, Hileigh Shaw Demographics Gender W Female Verification Mrs. Hileigh H Shaw 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 Mrs. Hileigh H Shaw 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. None Board-specific questions (if applicable) Mrs. Hileigh H Shaw Page 4 of 5 Mrs. Hileigh H Shaw Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Jul 18, 2018 Application for a City Board, Commission, Committee or Corporation Profile Mr Huxley T Smith Prefix 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 39 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Self Architect i mployer Job Title 1913 Thames Dr. Work Address-Street Address and Suite Number Corpus Christi Work Address-City Mr Huxley T Smith Page 1 of 5 Texas Work Address-State 78412 Work Address-Zip Code HuxleysmithRAS@grandecom.net Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: 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) 6 years previous serving on Parks and Rec Board Why are you interested in serving on a City board, commission or committee? Same interest as I had before I was termed out 2 years ago Demographics Gender W Male Verification Mr Huxley T Smith 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 Mr Huxley T Smith 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. I did not answer YES Board-specific questions (if applicable) Mr Huxley T Smith Page 4 of 5 Mr Huxley T Smith Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Apr 30, 2018 Application for a City Board, Commission, Committee or Corporation Profile Twila Stevens 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 17 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Self Fitness Instructor i -nployer Job Title 13926 Windjammer Dr. Work Address-Street Address and Suite Number Corpus Christi Work Address-City Twila Stevens Page 1 of 6 Tx Work Address-State 78418 Work Address-Zip Code 210 326-7505 Work Phone twit a@yahoo.com Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? PARK AND RECREATION ADVISORY COMMITTEE: 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) Bachelor of Science Business Trinity University magna cum laude Twila Stevens Page 2 of 6 Why are you interested in serving on a City board, commission or committee? I am interested in serving on the Parks and Recreation Advisory Committee because I feel passionate about our Corpus Christi parks. I grew up in a neighborhood very close to the downtown area of a large city. It was the carefree time spent in nearby parks with my grandfather that created my fondest childhood memories. On family trips, our itinerary has always been built around as many stops at parks as possible, be they National Parks or regional. I treasure the memories of weekends my family drove to the coast, and I spent time with my parents, grandparents, and sisters at North Beach. One of my favorite things about beautiful Corpus Christi is, and always has been, the open green space provided by its many parks. I especially love the parks along the Bay, and the Oso Bay Wetlands Preserve. The smaller neighborhood parks scattered about the City provide respite for the eyes from structure, concrete and asphalt. They offer an opportunity for busy families, even on a weekday after work, to briefly get outdoors close to home for some fresh air, exercise, and much-needed bonding time. Even now, as I'm working in different parts of our City, or driving between appointments, I often prefer to brown bag and pull over in one of our parks for my 20-30 minute lunch break, rather than dining out for lunch and waiting to be served. Just those few moments, spent enjoying the view of open green space, bring my mood and energy up for the rest of the afternoon. All this time spent in parks has not only given me a love of our parks, but I believe it has given me a unique perspective as well. I believe we know best what we spend time on, and I have logged many hours over my lifetime in parks, including our local parks. I have a background in business, including financial accounting, and in real estate. I have training and experience in the fitness field. I believe the combination of those skills, knowledge, and experience may be of benefit to our City, especially in service on the Parks and Recreation Advisory Committee. I would love to use what I have learned, and my enthusiasm for the outdoors, to encourage more people in our fair City to get out and enjoy our parks, and to help find ways to preserve our open spaces for all of us now, and for future generations to come. Demographics 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. 1-J I Agree Twila Stevens Page 3 of 6 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 Twila Stevens Page 4 of 6 Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the 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. Not applicable. Board-specific questions (if applicable) Twila Stevens Page 5 of 6 Twila Stevens Page 6 of 6 City Of Corpus Christi TRANSPORTATION ADVISORY COMMISSION BOARD DETAILS The Transportation Advisory Commission is responsible for providing a SIZE 9 Seats public forum for the discussion of proposed ordinances or actions relating to traffic operations and transportation planning matters;advise the City TERM LENGTH 3 Years Council and City Manager or designee on traffic regulations and Chapter 53 —TRAFFIC of the Corpus Christi Municipal Code;conduct any required public hearing for the purposes of obtaining federal and state financial OVERVIEW TERM LIMIT ' Years assistance for proposed transportation improvement projects(the substance of any comments and review by the Transportation Advisory Commission will be summarized for City Council);independently review grant applications for transportation improvement projects;promote public knowledge of traffic enforcement and understanding of City transportation issues;promote public acceptance of transportation programs that are proposed or initiated by the City and provide advice on regional transportation issues;provide recommendations on mobility,access management,and traffic safety issues for the City's multi-modal transportation system;provide recommendations on transportation aspects of the City's Capital Improvements Program;monitor the implementation and evaluate the City's mobility-related master plans;submit annual reports to the Planning Commission and City Council;independently review traffic safety reports for City streets and provide recommendations for traffic safety-related improvements;research,develop,analyze,evaluate,and implement coordinated traffic safety and transportation programs which meet local needs;independently review the decisions,orders,and warrants of the City Traffic Engineer concerning installation of traffic control devices, establishment of traffic regulations and hear citizen comments concerning these matters;act on access management issues in the City's Unified Development Code and make recommendations on traffic impact analysis as per the Unified Development Code to the Planning Commission and City Council. ................................................................................................................................................................................................................................................................................................................................................................................. COMPOSITION Nine(9)residents of the City appointed by the City Council for three-year terms. F-Fo-lk At least one(1)member shall be a representative of the bicycling community.The terms of three(3)members shall expire on May 1st of each year.The Commission elects a Chairman and Vice-Chairman annually at the first regular meeting following the annual appointments in May.The City Manager or designee may DETAILS recommend for appointment ex-officio members.The Commission is authorized to appoint,as ex-officio members without voting privileges,any additional members. .................................................................................................................................................................................................................................................... CREATION/AUTHORITY Section 2-120, Code of Ordinances.Ordinance No.3679,3-3-54;amended by Ord. Nos.6577, 10079, 10912, 11841, 17526,20294-5-3-88;amended by Ordinance No.30474,4/14/15. .............................................................................................................................................................................................................................................................. MEETS 4th Monday of every month,2:30 p.m., City Hall,Council Chambers TERM DETAILS Three-year terms. ............................................................................................................................................................................................................................................................................................................................... TRANSPORTATION ADVISORY COMMISSION Page 1 of 2 DEPARTMENT Street Department .............................................................................................................................................................................................................................................................................................................. OTHER INFORMATION TRANSPORTATION ADVISORY COMMISSION Page 2 of 2 Transportation Advisory Commission August 14,2018 Three(3)vacancies with terms to 5/1/21.(Note:At least one member shall be a representative of the bicycling community.) M SON ......�uafify far the bicycling community Richard J.Diaz TRANSPORTATION ADVISORY COMMISSION Seeking Reappointment District Partial 05/01/18 Regular Member Yes 91%10/11 Wilfredo Rivera,Jr. TRANSPORTATION ADVISORY COMMISSION Seeking Reappointment District 2 1 05/01/18 Regular Member No 82%9/11(2 exc) Andres R.Rodta TRANSPORTATION ADVISORY COMMISSION Exceeded number of allowed absences District 3 Partial 05/01/18 Regular Member No Elena Buentello TRANSPORTATION ADVISORY COMMISSION Active District 1 05/01/19 Regular Member No Robert Saldana TRANSPORTATION ADVISORY COMMISSION Active District 5 1 05/01/19 Regular Member No Dennis Miller TRANSPORTATION ADVISORY COMMISSION Active Districts 2 05/01/20 Regular Member No John Garda TRANSPORTATION ADVISORY COMMISSION Active District 1 1 05/01/20 Bicycle Community Representative Yes Leo Rios TRANSPORTATION ADVISORY COMMISSION Active District 1 05/01/20 Regular Member No Larry L.White TRANSPORTATION ADVISORY COMMISSION Active Districts Partial 05/01/19 Regular Member No Valente Olivarez TRANSPORTATION ADVISORY COMMISSION Active District N/A N/A Texas Department of Transportation Corpus Christi Regional Transportation Jeffrey Pollack TRANSPORTATION ADVISORY COMMISSION Active District N/A N/A Authority Corpus Christi Metropolitan Planning Wes Vameman TRANSPORTATION ADVISORY COMMISSION Active District N/A N/A Organization Transportation Advisory Commission Applicants August 14,2018 Do you qualify for th bicycling communityi Board Applying For NommwWorkAddress category? Jonathan W.Aman TRANSPORTATION ADVISORY COMMISSION District S United States Coast Guard 249 Glasson Dr. Corpus Christi TX Yes Pramit Bhakta TRANSPORTATION ADVISORY COMMISSION District 3 Comfort Suites TAMUCC 1814 Ennis Joslin Rd. Corpus Christi TX No Brandon W.Herridge TRANSPORTATION ADVISORY COMMISSION District 4 Miller Environmental Services 401 Navigation Blvd. Corpus Christi TX No ' CITY OF CORPUS CHRISTI Submit Date: Aug 05, 2018 Application for a City Board, Commission, Committee or Corporation Profile Jonathan W Aman 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 less than one. If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone United States Coast Guard Supervisor ,:>yer Job Title 249 Glasson Dr. Work Address-Street Address and Suite Number Corpus Christi Work Address-City Jonathan W Aman Page 1 of 5 Texas Work Address-State 78406 Work Address-Zip Code 939-0200 Work Phone jonathan.w.aman@a uscg.miI Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? TRANSPORTATION ADVISORY COMMISSION: Submitted CLEAN CITY ADVISORY COMMITTEE: 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) We recently moved to Corpus Christi from Elizabeth City, NC. While in Elizabeth City, I personally volunteered with the City's planning department. As a memer of the Coast Guard, I coordinated volunteering for my unit with a local food bank. I also participated with the Meals on Wheels program. I'm pursuing my B.A. at this time. Why are you interested in serving on a City board, commission or committee? With every city the Coast Guard has placed me, I have always found a volunteering opportunity that interests me. I'm attracted to the Transportation Advisory Committee because safe and efficient transportation is crucial to the health of city's residents and their economy. Jonathan W Aman Page 2 of 5 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. fJ I Agree Jonathan W Aman 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 Jonathan W Aman Page 4 of 5 Board-specific questions (if applicable) 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? V None of the above 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? c: Yes r No Jonathan W Aman Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Nov 30, 2017 Application for a City Board, Commission, Committee or Corporation Profile Pramit Bhakta 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 25 plus If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone General Manager/Operations Comfort Suites TAMUCC Manager -nployer 1814 Ennis Joslin Rd Work Address-Street Address and Suite Number Corpus Christi Work Address-City Pramit Bhakta Page 1 of 5 Texas Work Address-State 78412 Work Address-Zip Code 3619917100 Work Phone gm.txa37@choicehotels.com Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? TRANSPORTATION ADVISORY COMMISSION: Submitted CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION: Submitted CORPUS CHRISTI CONVENTION & VISITORS BUREAU: 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) N/A Why are you interested in serving on a City board, commission or committee? N/A pramit_bhakta_resume.docx Upload a Resume Demographics Pramit Bhakta Page 2 of 5 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 Pramit Bhakta 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 Pramit Bhakta Page 4 of 5 Board-specific questions (if applicable) Question applies to CORPUS CHRISTI CONVENTION &VISITORS BUREAU Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Hotel Industry 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? rYes No Pramit Bhakta Page 5 of 5 Pramit Bhakta 03&" EXPERIENCE 10/09-Present JB Net Five Corporation,Operations Manager; Corpus Christi,TX • Supervise operations of 3 hospitality properties in Corpus Christi area • Increased overall sales by 10% over 3 years • Manage $900K expense budget for all properties • Coordinated and oversaw$3.2 million new construction project • Manage relationships with key hospitality franchisor 02/09-10/09 Price Waterhouse Coopers,Data Specialist; Houston,TX • Verified completion of work papers prior to scheduled archiving • Provided support to client service teams within the Portfolio • Managed professional and profitable client relationships • Cohesively Worked with a multi-billion dollar company whom had a revenue of$26 billion in 2009 08/08-11/08 Merrill Lynch,Commercial Banking Intern; Houston,TX • Assisted team that generated over$7 million in revenue from Certificates of Deposits • Helped team achieve #1 sales status nationwide • Analyzed Financial statements and made recommendation on credit worthiness of clients • Updated database for prospective and clients-maybe add something on conversion rate • Conducted economic analysis and modeling on effects of current events ACTIVITIES 02/08-11/08 American Marketing Association,Member • Networked with companies and students on pursuing and learning different types of Marketing positions 01/07-11/08 Finance Association,Member • Networked with other finance majors within the Bauer school and companies • Promotions Committee,Fall 2008 05/05-11/08 Alpha Phi Omega,Member • Awards Committee position, Spring 2007 • Assistant Treasurer,Fall 2007 • Performed over 80 hours of community service 03/06, 02/07 Star of Hope Missionary: Women's Shelter • Volunteer-Prepared dinner for the women and children who live in the shelter 09/06 Houston Food Bank • Volunteer-Helped box perishable foods for the needy 08/06 Ronald McDonald House • Volunteer-Entertained the 20 disabled children and their families by playing games and coordinating 2 movie nights EDUCATION 01/12-05/14 Masters of Business Administration May 2014 Texas A&M University of Kingsville,Kingsville,Texas 08/04- 12/08 Bachelor of Business Administration in Finance and Marketing,December 2008 C.T. Bauer College of Business,University of Houston,Houston,Texas Program for Excellence in Selling,Certificate in Sales,May 2008 C.T. Bauer College of Business,University of Houston,Houston,Texas • Worked part time while attending classes full time SKILLS AND CERTIFICATION • Experienced in personal computer use,including the following software:Word,Excel, PowerPoint, QuickBooks, Salesforce.com, and ChoiceAdvantage.com • Certified Sales Professional CITY OF CORPUS CHRISTI Submit Date: Jul 25, 2018 Application for a City Board, Commission, Committee or Corporation Profile Brandon W Herridge First Name Middle Initial 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 39 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Miller Environmental Services Maintenance Manager Employer Job Title 401 Navigation Blvd. Work Address-Street Address and Suite Number Corpus Christi Work Address-City Brandon W Herridge Page 1 of 5 TX Work Address-State 78408 Work Address-Zip Code 361-289-9800 ext. 1021 Work Phone bherridge@themillergroup.us Work E-mail address Preferred Mailing Address rJ Work Address Which Boards would you like to apply for? 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 serve on the Buc Days BBQ committee, Buc Days Clay Shoot committee, and serve as a Bucarader Parade Official Education, Professional and/or Community Activity (Present) I serve as an officer in the Bucarader Parade organization and volunteer for the Fourth of July parade. I am also involved with Boy Scouts. Why are you interested in serving on a City board, commission or committee? I enjoy volunteering my time and feel that it's important to take an active role in the betterment of our community. bhres2.pdf Upload a Resume Demographics Brandon W Herridge Page 2 of 5 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. fJ 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 Brandon W Herridge 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. I believe my wife's employer (the Buccaneer Commission) makes contracts with the city for the use of certain public lands for events and festivals. Brandon W Herridge Page 4 of 5 Board-specific questions (if applicable) 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? Yes r No Brandon W Herridge Page 5 of 5 Brandon Herridge Career Experienced Maintenance/Service Manager with over 15 years of Summary experience in repair, maintenance, analysis, testing and removal/installation of industrial and automotive equipment. Adept at reading repair manuals, diagrams, computer diagnostics, and charts. Testing, diagnosing, calibrating and performance enhancements of engines and equipment. Diagnostic testing to maintain plant/manufacturing productivity, safety and profitability. Ensure equipment and vehicles are operating at peak efficiency and meeting all safety requirements. Strong employee management and customer service skills with emphasis on communication, both written and verbal. Core Competencies • Testing/repair of regulators, actuators, pumps, motors, and electrical systems on a wide range of vehicles and equipment • Knowledge of FMCSA regulations • Field and shop machining • Relief valve testing and repair • Control valve testing and repair • Controlled bolting and tensioning • Safety training • Extremely capable with hand, power, and pneumatic tools • Forklift trained • Trained in working in excavations, confined spaces and breathing air use • Trained in use of proper PPE • Trained in environmental awareness • Trained in lock out tag out (LOTO) • Test report data collection, test report generation, and proper documentation • TWIC card - Current • 10+years in petroleum/chemical/pipeline industry • Inventory control Professional Experience Miller Environmental Feb 2011- Maintenance Manager Present n Responsible for coordinating repairs and service on hundreds of trucks, trailers, and pieces of industrial equipment at the Corpus Christi, TX shop, in local refineries, and at field locations throughout South Texas. Tasked with ensuring that equipment operate at peak efficiency in order to avoid spills and/or downtime. Introduced a comprehensive PM program which was implemented company wide. Maintain paperwork and records necessary to remain compliant with all FMCSA laws and regulations relative to this business. Responsible for purchasing for the department, approving and administering purchase orders. Involved with incident investigations, performing new hire driver training, driver tests, and participating in daily operations meetings. Nov 2009- Champion Ford Mazda, Corpus Christi, TX Feb 2011 Service Consultant F Maintained contact with customers and controlled the flow of work in and out of the shop. Attained high customer satisfaction index scores, and maintained those scores with consistency. Responsibilities also included ordering parts, selling services to customers and educating them about preventative automotive maintenance. Developed strong relationships with large fleet accounts. Feb 2007- Furmanite America, Corpus Christi, TX Oct 2009 Field Service Technician F Responsibilities included working on and managing field service jobs. Maintaining productivity in the workplace and the testing and repair of industrial equipment. Competencies include relief valve equipment and the repair of in-line valves. Controlled bolting, field machining, air and electric actuators, and leak sealing. Trained in safety and steadfastly adhered to those practices. Jul 2005- Saturn of Corpus Christi, Corpus Christi, TX Feb 2007 Service Consultant/Saturn Technician Oct 2004- Tejas Kia of Corpus Christi, TX July 2005 Service Manager Feb 2003- Saturn of Corpus Christi, Corpus Christi, TX Oct 2004 Service Consultant/Saturn Technician 2001-2002 Coastal Motorcars, Corpus Christi, TX Service Consultant 1997-2001 Bill Miller BBQ, General Manager Computer MS Office with emphasis on Excel Spreadsheets Skills Education W.B. Ray High School, Corpus Christi, TX, Diploma References Available upon request SC GO H v AGENDA MEMORANDUM Ncnnpagp1E Future item for the City Council Meeting of July 31, 2018 1852 Action item for the City Council Meeting of August 14, 2018 DATE: June 22, 2018 TO: Keith Selman, Interim City Manager FROM: Nina Nixon-Mendez, FAICP, Director of Development Services NinaM@cctexas.com (361) 826-3276 Resolution authorizing outside city limits water contract with property owners in Mokry Estates CAPTION: Resolution authorizing outside city limits water contract with property owners in Mokry Estates. PURPOSE: The City Council is required to approve the outside city limits water contract for a new water connection 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 at Mokry Estates to provide public water located outside the city limits pursuant to Section 55-113 of the City Code of Ordinances. 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 as a condition of City water service. The property owners, Lawrence Mokry and Jonna Mokry, have submitted and received a building permit application with the City of Corpus Christi for a tract of land outside the city limits. In order to obtain public water, the property owners must comply with the following requirements: a. Enter into a written service contract with the City; b. Submit building plans that are in compliance with all city codes and obtain all city permits as if the property were within the City limits; and c. Allow inspections of all such building construction. A water connection will not be approved until after the water service contract has been approved and recorded in the Nueces County records. Pursuant to the requirements of the water service contract, construction of homes may only occur in compliance with City regulations, including building construction permit requirements, as though the property were inside the City. The applicants platted the property in order to obtain a residential building permit from the City of Corpus Christi. The Plat for Mokry Estates contains 2 lots and was approved by the Planning Commission on April 5, 2017 and recorded in the Nueces County map records on April 20, 2017. Mokry Estates is located north of Farm to Market 43 and east of County Road 33 and adheres to the requirements set forth by the City of Corpus Christi Land Development, Engineering, Traffic Engineering, and Fire planning standards. Currently, the applicant is building a residential home on Lot 1 of Mokry Estates but there is no construction on Lot 2. Staff recommends the City Council approve authorizing the City Manager or designee to enter into outside city limits water contracts with the property owner to provide public water to their property located outside the city limits. ALTERNATIVES: Not Applicable OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Section 55-113 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 Exhibit A — Location Map General Warranty Deed Recorded Plat Resolution authorizing outside city limits water contract with property owners in Mokry Estates BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council authorizes the City Manager or designee to enter into outside city limits water contract, an example copy of the Agreement is on file in the Office of the City Secretary and incorporated herein for all purposes, with property owners in Mokry Estates 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. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Everett Roy Lucy Rubio Greg Smith I Outside City Limits Water Contract for Mokry Estates City Council Presentation July 31 , 2018 Lo4gus Cy,�� r a 0� AERIAL OVERVIEW OF MOKRY ESTATES JA-Z ko Mokry Estates CR 26 Site FM 4 IIIIIIfeaL�I��C� VicinityMap Mokry Estates 0 Existing 16" Water Main _ and Fire �,. Hydrant FN _ ti , ^s Staff Recommendation • Approval STANDARD FORM CONTRACT FOR PROVIDING WATER WHERE PROPERTY IS SITUATED PARTLY OR WHOLLY BEYOND CITY LIMITS 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; and 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, Lawrence and Jonna Mokry (Owners), whose address P.O. Box 271020, Corpus Christi, TX 78427, 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: Lot 1 and Lot 2, Mokry Estates II. City agrees to deliver City water to such property or to waterlines on the property, under rules and regulations promulgated and authorized by Sections 55-111 as amended, of the Code of Ordinances, City of Corpus Christi. Ill. 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 Holder consent to inspections of all of such construction of duly authorized inspectors or representatives of City departments charged with enforcement of the codes and 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. Page 1 of 3 V. 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 runnjng with the land. WITNESS OUR HAND this day of 71-4 L , 2018. OWNER: Lawrence and Jonna Mokry ince Mokry, Owner STATE OF TEXAS § § COUNTY OF NUECES § 1 . This Instrument was acknowledged before me on this the day of , 2018, by Lawrence Mokry, Owner. ULTRA V PENA NOTARY PUBLIC �f T{ State of Texas .•• Comm,Exp.12-02-2019 Notary Public, State of Texas �&aw A8& naokry, Owner STATE OF TEXAS § § COUNTY OF NUECES § This instrument was acknowledged before me on this theT ay of , 2018, by Jonna Mokry, Owner. pip' OLTHA v PENA Notary Pub c, State of Texas N OTARY PUBLIC ...... e State ofTexas Comm.Exp.12-02-2019 Page 2of3 City of Corpus Christi: ATTEST: By: By: Rebecca Huerta Nina Nixon-Mendez, FAICP City Secretary Director of Development Services 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 of Development Services, 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 J4r �/ 2018. Buck Brice Assistant City Attorney for the City Attorney Page 3 of 3 Mn' U MOKRY ESTATES I sr__ FM 43 z m HYDE-PARK KIRKLE IS LLFT can w SOUTHAMPTON J � X Lj O a PRINCE-JOHN V � 0 0.050.1 0.2 0.3 Miles Exhibit "A" Water Contract Location Map r� 1 s t.�T. tF7 Aare Created:OKII2016 +.+•.+■.+ Prepared By:leremyM City of aJOWN Department of Development Sarvlcas CO Us e'ae'a� Ae.K:lDevefopmen:Svcs1SHARMG13PmjectsWases' 201/WeterContrnctsWahryEstatsslSubdNfsJon Christi LOCATION MAP Projected CoordfnareSystem:NAD 1983-SratePlane_7eia>_Souftonps 1205 Fee: Projealom lambert Conformal Conlc se GO O Va. v AGENDA MEMORANDUM NORROPPEFuture Item for the City Council Meeting of July 31, 2018 1852 Action Item for the City Council Meeting of August 14, 2018 DATE: July 31, 2018 TO: Keith Selman, Interim City Manager FROM: Jim Davis, Director of Fleet Maintenance iimd(a�cctexas.com (361) 826-1909 Mike Markle, Police Chief MikeMa(a)cctexas.com 361-886-2601 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2�cctexas.com (361) 826-3169 Purchase and Installation of Upfitting Equipment for Police Vehicles, with a Two-Year Service Agreement CAPTION: Motion authorizing the purchase and installation of upfitting equipment on police vehicles, with a two-year service agreement for $365,362.75 from Cap Fleet Upfitters of Temple, Texas, via the BuyBoard Cooperative. PURPOSE: This item is to approve the purchase and installation of upfitting equipment on police vehicles, with a two-year service agreement. BACKGROUND AND FINDINGS: Due to the increased use of Ford Utility Interceptors, it is necessary to purchase 44 upfitting kits in order to place these units in service at the appropriate time and replace equipment on existing fleet. Upfitting is the term used to describe everything that goes in a Police Marked unit so that it may function properly. Fleet Maintenance Services Department will be able to re-use the computers, cameras and radios for all of the existing units however; the remaining equipment that must be purchased includes such items as lights, full compartment partitions, sirens, push bumpers, and center console keyboard mounting plates, etc. The cost per unit is $8,303.70. The total cost is based on the Buy Board Contract 524-17 for upfitting equipment installation services. The purchase and installation of this equipment will all be paid for in fiscal year FY2018-19. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency. DEPARTMENTALCLEARANCES: Police Department Fleet Maintenance Services FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $9,395,648.23 $0.00 $9,395,648.23 Encumbered / Expended Amount $6,108,745.78 $0.00 $6,108,745.78 This item $0.00 $365,362.75 $365,362.75 BALANCE $2,921,539.70 $0.00 $2,921 ,539.70 Fund(s): Fleet Maint Svc and CC Crime Control Comments: None RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet PRICE SHEET CITY OF CORPUS CHRISTI PURCHASING DIVISION Upfitting of Police Vehicles BUYER: JOHN ELIZONDO for Police Department BUY BOARD CONTRACT 524-17 CAP FLEET TEMPLE, TEXAS UNIT EXTENDED ITEM DESCRIPTION QTY. UNIT PRICE PRICE L1. Purchase and Installation of Upfitting Equipment for Police Vehicles 1 LS $365,362.75 $365,362.75 Total Price $365,362.75 o SSERVICE AGREEMENT NO. 1811 Purchase and Installation of Upfitting Equipment for Police 1 852 Vehicles, with a Two-Year Service Agreement THIS Purchase and Installation of Upfitting Equipment for Police Vehicles, with a Two-Year Service Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Cap Fleet Upfitters ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Installation of Upfitting Equipment for Police Vehicles, with a Two-Year Service Agreement 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 Installation of Upfitting Equipment for Police Vehicles, with a Two-Year Service Agreement ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 24 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to 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 $365,362.75, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, 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: Kathleen Porche Department: Police Departments Phone: 361-886-2653 Email: kathleenp@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid or proposal, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Kathleen Porche Title: 911 Program Manager Address: 321 John Sartain Street, Corpus Christi, TX 78401 Phone: 361-886-2653 Fax: N/A IF TO CONTRACTOR: Cap Fleet Upfitters Attn: Greg Hernandez Title: Salesperson Address: 1910 McFetridge Street, Harlingen, TX 78550 Phone: 956-230-5314 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 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 b of 7 Approved as to Legal Form 12/15/17 CONTRACTOR Signature: Printed Name: tv Title: i- 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 The Contractor must supply and install 44 upfitting kits for use in Ford Utility Interceptors in order for the Corpus Christi Police Department to place the units in service at the appropriate time. Upfitting is the term used to describe the installation of accessories and equipment that go in Police Marked units which includes but is not limited to such items as lights, full compartment partitions, sirens, push bumpers, and center console keyboard mounting plates. Please refer to Attachment B for an itemized list of all parts, equipment and services that must be included in the upfitting kits. All computers, cameras and radios in designated units selected for upfitting will not be replaced at this time. The installation of the upfitting equipment, which will not begin until January of 2019, will be performed offsite in accordance with applicable, current and recognized standards. The Contractor will not need to come onto City property to perform the installation. City staff will provide for the delivery and return of the vehicles selected for upfitting. ATTACHMENT B - SCHEDULE OF PRICING CAP FLEET Quote U P F I T T E R S Date 07/13/2018 CAP Fleet Upfitters, LLC Quote# CAP037674 1910 McFetridge Street Harlingen, TX 78550 Phone: 956-230-5314 Name/Address Ship to: CORPUS CHRISTI POLICE FLEET CORPUS CHRISTI POLICE FLEET Attn: Zach Cayton Attn: Zach Cayton 5352 Ayers Bldg 5 5352 Ayers Bldg 5 Corpus Christi, TX 78415 Corpus Christi, TX 78415 Salesperson: Greg Hernandez Year: 2018 Email : ghernandez@capfleetupfitters.com Make : Ford VIN : Model : Pi Utility End User: Corpus Christi PD Notes Buy Board 524-17. Part# Qty Description Unit Price Total P1826UINT13AOSB 35 Dual Compartments, Pro-cell, Full Partition (Includes $2,313.51 $ 80.972.85 Recessed Panel) w/Outboard Seat Belts GK10342USVSCA 44 D T-RAIL MOUNT 2 UNIV LOCKS WITH#2 KEY $300.30 $ 13,213.20 GF10921TU12 9 T-Rail Free Standing Mount Kit works with or without $ 125.30 $ 1,127.70 MCRNTR 25 STUD MOUNT MICRON RED $81.90 $2,047.50 MCRNTB 25 STUD MOUNT MICRON BLUE $81.90 $2,047.50 LEGSMOK48PK 28 Smoked Lens Duo $2,275.00 $63,700.00 2015-FINT-SUV 44 Center console for 2015-2016 and up Ford Intercepter $650.00 $28.600.00 "Shorty"CCPD PP EXTINGUISHER 30 BLACK EXTINGUISHER BOX WITH YELLOW VELCRO $89.00 $2,670.00 FINTSUVL3PV 9 PLASTIX PLUS LEVEL 3 POLY VAULD FORD $890.00 $8,010.00 INTECEPTOR- MUST ALSO USE CP-UV-CARGO-MNT CP-UV-CARGO-MN 9 Tilt-up 40"x 32"cargo mount. (Trimming req'd w/non-Tray $265.00 $2,385.00 plastic seats/cages) 38921 UA 44 CENTER SECTION PUSH BUMPER ULTRA ARMOR $319.00 $ 14,036.00 C-KBM-105 44 Keyboard mounting plate for Datalux $59.80 $2,631.20 C-MM-216 44 Monitor adapter plate assembly, Datalux, TX4 $39.64 $ 1.744.16 C-MKM-102 44 Quick release pull out design for keyboard $ 133.72 $5,883.68 C-EB40-CCS-1P 44 1-PIECE EQUIPMENT MOUNTING BRACKET, 4'' $20.83 $916.52 MOUNTING SPACE. FITS WHELEN 425-6308 44 Summit Remote, 5300 $23.68 $ 1,041.92 SSF5150D 44 SOLID STATE BRAKE LT. FLASHER $46.72 $2,055.68 M4J 88 M4 LED FLASHER BLUE/RED $ 122.85 $ 10,810.80 M4FB 88 M4 SERIES FLANGE BLACK $4.83 $425.04 VTX609J 88 VERTEX SUPER-LED SPLIT RED/BLU $68.00 $5,984.00 INSTALL 44 Installation LABOR 44 LABOR $2,140.00 $94,160.00 CSLABOR 44 CUSTOMER SUPPLED PARTS LABOR $0.00 $0.00 SSUPPLY 44 SHOP SUPPLIES $85.00 $3,740.00 CAPHARNESS 44 CAP FLEET WIRING HARNESS $ 130.00 $5,720.00 SHIP 44 SHIPPING&HANDLING $ 155.00 $6,820.00 DEALER 44 DEALER PREP $75.00 $ 3,300.00 INSPECT 44 ALL CAP FLEET INSTALLATIONs COME WITH AGENCY $30.00 $ 1,320.00 LIFETIME WARRANTY ` WWCAPFLEETUPFITTERS.COM Pagel CAP FLEET Quote U P F I T T E R S Date 07/13/2018 CAP Fleet Upfitters, LLC Quote# CAPQ37674 1910 McFetridge Street Harlingen, TX 78550 Phone: 956-230-5314 Name/Address Ship to: CORPUS CHRISTI POLICE FLEET CORPUS CHRISTI POLICE FLEET Attn: Zach Cayton Attn: Zach Cayton 5352 Ayers Bldg 5 5352 Ayers Bldg 5 Corpus Christi, TX 78415 Corpus Christi, TX 78415 Salesperson: Greg Hernandez Year : 2018 Email : ghernandez@capfleetupfitters.com Make : Ford VIN : Model : Pi Utility End User: Corpus Christi PD Notes Buy Board 524-17. Part# Qty Description Unit Price Total CSNOTE 44 " DISCLAIMER - LABOR PRICING IS ONLY GOOD FOR $0.00 $0.00 ALL PRODUCTS AND SERVICES INCLUDED IN THIS Subtotal $ 365,362.75 Tax $ 0.00 This quote is good for 30 days from date of quote. Grand $ 365,362.75 1 hereby authorize the install work therein set forth to be done by CAP Fleet Upfitters,together with the furnishing by CAP Fleet Upfitters of the necessary parts and other material for such install and agree that CAP Fleet Upfitters is not responsible for any delays caused by unavailability or delayed availability of parts or material for any reason;that CAP Fleet Upfitters neither assumes or authorizes any other person to assume for CAP Fleet Upfitters any liability in connection with such install;that CAP Fleet Upfitters shall not be responsible for loss or damage to the above vehicle,or articles left therein;in case of fire,theft,any Act of God,or other cause beyond CAP Fleet Upfitters control;that CAP Fleet Upfitters employees may operate the above vehicle on streets,highways,orelsewhere for the purpose of testing and/or inspecting such vehicle. VVVltPFLEETVPFI TERS. tiOM Page 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 Fire Chief one(1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL,AL and WC if applicable.Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property Damage cancellation, non-renewal, material change Per occurrence - aggregate or termination required on all certificates and policies. GARAGE LIABILITY including: $1,000,000 COMBINED SINGLE LIMIT 1. Commercial Broad Form 2. Premises -Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Independent Contractors 6. Broad Form Property Damage 7. Personal Injury 8. Advertising Injury GARAGE KEEPERS PHYSICAL DAMAGE Actual Cash Value of Vehicles While in COVERAGE including: Care, Custody or Control 1. Physical Damage on a Direct Primary Basis C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance"clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty(30)calendar days advance written notice directly to City of any, cancellation,non- renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City.City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s)which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Purchasing—CCPD Auto Garage Services and Repairs—Off Site 06/27/2018 sw Risk Management Valid Through 12/31/2018 BOND REQUIREMENTS: No bond requirements necessary for this service agreement; Section 5. (B) is null for this Service Agreement. ATTACHMENT D -WARRANTY REQUIREMENTS All Cap Fleet installations come with agency lifetime warranty. Page 1 of 1 SC GO O� U AGENDA MEMORANDUM NcOq PONP1E 1852 Future Item for the City Council Meeting of July 31, 2018 Action Item for the City Council Meeting of August 14, 2018 DATE: July 17, 2018 TO: Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P. E., Executive Director, Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeffrey H. Edmonds, P. E., Director, Engineering Services jeffreye@cctexas.com (361) 826-3851 Lawrence Mikolajczyk, Director of Solid Waste Operations lawm@cctexas.com (361) 826-1972 Professional Services Contract Amendment Solid Waste Engineering and Technical Support Services CAPTION: Motion authorizing Amendment No. 1 to a 3-year Master Services Agreement with Hanson Professional Services of Corpus Christi, Texas in the amount of$712,501 for a total restated fee of$750,000. PURPOSE: The purpose of this Agenda Item is to provide engineering and technical support for Solid Waste Department for project development, implementation and compliancy with TCEQ permits. BACKGROUND AND FINDINGS: This item provides with professional engineering services for major project development and implementation, capital improvement issues, operational improvements, permitting questions/clarifications, project management assistance and other professional assistance associated with the J. C. Elliott Landfill, J.C. Elliott Transfer Station and Cefe F. Valenzuela Landfill. Engineering services include, but are not limited to; • Assistance with professional, regulatory and surveying services in support to the Gas Collection and Control System (GCCS) of both landfills. • Assistance with the Capital Improvement Programs (CIP) • Assistance with permitting questions and clarifications • Coordination of aerial topography survey to evaluate remaining disposal capacity and land depressions of existing filled cells for the annual report to TCEQ. • Coordination and permitting assistance for the Alternate Daily Cover program (ADC) • Evaluation and recommendation of leachate recirculation options and soil management • Assistance with the operation of household hazardous waste program • Evaluation of relocation of brush grinding operation and assessment of site development requirements Individual task orders will be negotiated and administratively authorized within the available funds by the City Manager or authorized designee. ALTERNATIVES: 1. Execute Amendment No. 1 to the Master Services Agreement with Hanson Professional Services. (Recommended) 2. Do not execute Amendment No. 1 to the Master Services Agreement with Hanson Professional Services. (Not recommended) CONFORMITY TO CITY POLICY: Hanson Professional Services is the consultant engineer that was selected for this project under RFQ No. 2018-01. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Solid Waste Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year Project to Date 2017-2018 Budget and Current Year Future Years TOTALS Expenditures Budget 37,499 212,501 500,000 750,000 Encumbered / 37,499 37,499 Expended Amount This item 212,501 212,501 Future Anticipated Expenditures This 500,000 500,000 Project BALANCE 0 0 0 0 Fund(s): Solid Waste CIP Comments: Task Orders will be charged to various Solid Waste Department projects in accordance with project scope of each project. RECOMMENDATION: City staff recommends approval of Motion to authorize Amendment No. 1 with Hanson Professional Services. LIST OF SUPPORTING DOCUMENTS: Location Map Presentation Amendment No. 1 Odem N SCALE: N.T.S. Al Doyle Q art and HUECES RWF 624 NUECES BAY ANNAVILLE 77 U P i CORPUS CHRISTI O 'wO R LEOPARD D 0 ROBSTOWN H H CORPUS CHRISTI nn 286 INTERN4no� AIRPORT 358 q e Fql CORPUS CHRISTI BAY $ e n J.C. Elliott Landfill $"`° TEXAS A&M UNIVERSITY r CORPUS CHRISTI r #I, 35B ISS Z OSO BAY CORP NXV ELo Q 685 43 FLOUR B 358 PROJECT LOCATION o� �p0 2444 V y., LAGU kWR Cefe F. Valenzuela Landfill LOCATION MAP NOT TO SCALE Project Number: 18096A Solid Waste Engineering and CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI,TEXAS ViQ Technical Support Services DEPARTMENT OF ENGINEERING SERVICES — Corpus Chr sti Engineering Solid Waste Engineering and Technical Support Services Council Presentation July 31, 2018 Solid Waste Engineering Support Services Carpus Chr sti Engineering N SGLE:N.T.S. SOLID WASTE ENGINEERING AND TECHNICAL SUPPORT SERVICES J.C.Elliott Landfill UWF a� A u RE Cefe F.Valenzuela Landfill SAE 2 Solid Waste Engineering Support Services Carpus Chr st *i Engineering Provides engineering and technical support for major projects and operations at J.C. Elliott Landfill, J.C. Elliott Transfer Station and Cefe F. Valenzuela Landfill. Engineering services include, but are not limited to: • Assistance with professional, regulatory and surveying services • Assistance with the Capital Improvement Programs (CIP) • Coordination and permitting assistance for the Alternate Daily Cover program (ADC) • Evaluation and recommendation of leachate recirculation options and soil management • Assistance with the operation of household hazardous waste program • Evaluation of relocation of brush grinding operation and assessment of site development requirements Project Schedule Carpus Chest J Engineering i 2019 A S O N D J F M A M 7J J Solid Waste Technical Support Estimated Completion Time is 12 months. Carpus Chr sti Engineering Questions? CITY OF CORPUS CHRISTI AMENDMENT NO. 1 MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES Solid Waste Technical Support (Project No. 18096A) This Agreement is between the City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or designee and Hanson Professional Services, a Texas Company, 4501 Gollihar Road, Corpus Christi, Nueces County, Texas 78411 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER.....................................................................................2 ARTICLE II COMPENSATION.................................................................................................3 ARTICLE III QUALITY CONTROL PLAN .................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION..............................................................................................4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................5 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT.........................................................................6 ARTICLE IX OWNER REMEDIES ............................................................................................6 ARTICLE X CONSULTANT REMEDIES..................................................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ........................................................................9 EXHIBITS Master Services Agreement ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant shall follow City Codes and Standards effective at the time of the execution of individual Task Orders. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as an exhibit to this Agreement. 1.9 For projects that require subsurface utility investigation: 1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report identifying all utilities within the project area at the Quality Level specified in the Task Order. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.9.2 Utilities that should be identified include, but are not limited to, City-owned utilities, local franchises, electric companies, communication companies, private pipeline companies and 31d party owners/operators. Master Services Agreement ARTICLE II — COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $712,501 for a total restated fee not to exceed $750,000. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order,and for all expenses incurred in performing these services. 2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule with their proposal. The rate schedule shall remain confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. I n addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. 2.5 Monthly invoices will be submitted in accordance with the Payment Request, attached as Exhibit C. For T&M basis fees, Consultant shall submit documentation with the monthly invoice that shows who worked on the Project, the number of hours that each individual worked on the Project and reimbursables for that individual. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $750,000.00 Task 1 —TBD TBD Task 2 —TBD TBD Task 3—TBD TBD Task 4—TBD TBD Task 5—TBD TBD Task 6—TBD TBD 2.7 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task Order or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.8 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 2.9 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above for services provided up to the date of suspension. Master Services Agreement ARTICLE III —QUALITY CONTROL PLAN 3.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 3.2 The Consultant will perform QCP Reviews at intervals during the project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the project scope. Based on the findings of the QCP Review, the Consultant must reconcile the project scope and Opinion of Probable Cost(OPC) as needed. 3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 Consultant must not commence work under this Agreement until all required insurance has been obtained, and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V - INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. Master Services Agreement ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of three (3)years beginning on the Effective Date. The AgFeeF eRt may be rAPAPAgAd f49F 61P t9 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins,within three days of receipt of such notice,to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 7.3 Termination Procedure 7.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Consultant shall mark partially completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work submitted in accordance with this Article. 7.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Master Services Agreement Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 7.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE VIII — RIGHT OF REVIEW AND AUDIT 8.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee,which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four(4)years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes,daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City's regular business hours. Upon reasonable prior notice, Consultant agrees to allow City's designee access to all of Consultant's records, Consultant's facilities and Consultant's current or former employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX—OWNER REMEDIES 9.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 9.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 9.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 9.1.3 Losses are incurred because of defects, errors and omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been defects, errors and omissions in the documents. Master Services Agreement 9.2 The City may assert a claim against the Consultant's professional liability insurance as appropriate when other remedies are not available or offered for design deficiencies discovered during and after Project construction. 9.3 When the City incurs non-value added work costs for change orders due to design errors or omissions,the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 9.4 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X— CONSULTANT REMEDIES 10.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control,an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI — CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21)calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 11.1.2 Every Claim of Consultant,whether for additional compensation, additional time or other relief,shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Alternative Dispute Resolution. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement and City shall continue to make payments in accordance with this Agreement. Master Services Agreement 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution (ADR)process set forth herein, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of any other ADR process. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation ADR process contained herein. 11.2.3 Mediation 11.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement,the Party alleging such breach shall,as a condition precedent to filing any lawsuit, request mediation of the dispute. 11.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 11.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty(30)calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 11.3 I n case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute in this Agreement. 11.4 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. Master Services Agreement ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture,this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee maybe assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 12.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.6 Entire Agreement. This Agreement, including Task Orders, represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 12.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 12.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.9 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info forml295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. Master Services Agreement 12.10 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/index 12.11 Boycott Israel. As required by Chapter 2270, Government Code, Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. 12.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 12.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable,such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 12.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order,the Articles and/or the Task Order shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HANSON PROFESSIONAL SERVICES Jeff H. Edmonds, P. E., (Date) JeWi I, P. E. 1D e) Director of Engineering Services P e 1525 S. Sixth Street Springfield, IL 62703 APPROVED AS TO LEGAL FORM (217) 788-2450 Office jball@hanson-inc.com Assistant City Attorney (Date) ATTEST City Secretary (Date) Master Services Agreement Master Services Agreement for Solid Waste Technical Support (Project No. 18096A) Accounting Unit 3367-031 Account 550950 Activity 18096-A-3367-EXP Account Category 50950 Fund Name Landfill 2015 CO Master Services Agreement EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2018 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI HANSON PROFESSIONAL SERVICES Jeff H. Edmonds, P. E., (Date) Grant A. Jackson, P. E. (Date) Director of Engineering Services Vice President 4501 Gollihar Road Corpus Christi, TX 78411 (361) 814-9900 Office (361) 814-4401 Office gjackson@hanson-inc.com Master Services Agreement HANSON Hanson Professional Services Inc. 4501 Gollihar Road Engineering I Planning I Allied Services Corpus Christi,TX 78411 (361)814-9900 Fax:(361)814-4401 www.hanson-inc.com July 10, 2018 Mr. Jeff Edmonds, P.E. Director of Capital Programs City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Re: Solid Waste Professional Support Master Services Agreement (MSA) Project No. 18096A Dear Mr. Edmonds: The City of Corpus Christi (City) issued RFQ No. 2018-01 for FY2018 Capital Improvement Projects in January of this year. In April, Hanson Professional Services, Inc. (Hanson) was selected to provide consulting services for the Solid Waste professional support project (Project D.3) as part of that RFQ. Thank you for the opportunity to provide the City of Corpus Christi with professional engineering, consulting and related services to address the needs of the Solid Waste Services Department. A Small AE contract was executed in June of this year as a means to provide continuity of services to the City from the prior year Solid Waste On-Call MSA contract. This contract will provide for consulting services on numerous projects including, but not limited to: evaluation of fill limits and status of remaining disposal capacity for existing disposal cells at the Cefe Valenzuela Landfill; Alternate Daily Cover (ADC) operations coordination and consulting; Cefe Valenzuela Landfill traffic control plan update; review and consultation on the Cefe Valenzuela Landfill operations contract; evaluation and recommendation on Cefe Valenzuela Landfill soils management; evaluation of Cefe Valenzuela Landfill leachate recirculation options; assistance with CIP program review and development; evaluation of potential modification options for the J.C. Elliott Transfer Station and Citizen Collection Center; updates to electronic and hard copy facility permit documents; assistance with the operation of the household hazardous waste program; maintenance of and updates to the Solid Waste environmental compliance calendar; evaluation of relocation of brush grinding operation and assessment of site development requirements; coordination of 2018 annual aerial topography survey; and technical, regulatory and surveying services in support of the City's response to the LFG well EW-48 potential oxidation event at the closed J.C. Elliott Landfill. In addition, this MSA will allow Hanson to provide assistance, as the need arises, for capital issues, permitting questions or clarifications, records research, small job order construction contract design, project management assistance, or other needs associated with the Solid Waste Department, including but not limited to the Cefe Valenzuela Landfill, the J.C. Elliott Landfill, and the J.C. Elliott Transfer Station. AMEND. NO. 1 EXHIBIT "B" Page 1 of 2 - 2 - The total budget for the Solid Waste Department Technical Services MSA is $750,000.00 over a three year period. As mentioned previously, a Small AE contract in the amount of$37,499.00 has already been executed in order to provide continuity of services from the prior year Solid Waste On-Call services MSA. The remaining budget available for task orders under this proposed MSA will therefore be $712,501.00. The work awarded under this contract will be performed in accordance with Hanson's Rate Schedule attached hereto. This rate schedule is subject to revision in January of each year. Please give me a call if you have any questions or if I can provide any additional information. Sincerely, HANSON PROFESSIONAL SERVICES INC. _-� . A J mes P. MAessmore, P. . enior Vice President Enclosure cc: Lawrence Mikolajczyk, Director of Solid Waste Ivan Luna, Assistant Director of Solid Waste Luis Vargas, EIT, Engineering AMEND. NO. 1 EXHIBIT "B" Page 2 of 2 EXHIBIT C PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services: Contract Amd No.1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.001 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O&M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD TBD TBD TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.001 $1,250.001 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5% Total of Fees $8,000.00 $2,120.001 $2,877.001 $12,997.00 $1,500.00 $1,500.00 $3,000.00 $9,997.001 23.1% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"C" If applicable, refer to the contract for information on what to include with time and materials(T&M). Pagel of 1 Master Services Agreement EXHIBIT D INSURANCE REQUIREMENTS Pre-Design, Design and General Consulting Contracts 1 .1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1 .2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1 .3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1 .5 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: Master Services Agreement City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1 .6.1 Provide thirty (30)calendar days advance written notice directly to City of any suspension, cancellation or non-renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1 .7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Master Services Agreement EXHIBIT E EXCERPT FROM GENERAL CONDITIONS FOR CONSTRUCTION CONTRACT Master Services Agreement Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology.......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work..............................................................................10 Article 5—Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions...................................................................................................................................................10 Article 6—Bonds and Insurance .................................................................................................................12 Article 7—Contractor's Responsibilities.....................................................................................................12 Article 8—Other Work at the Site...............................................................................................................12 Article 9—Owner's and OPT's Responsibilities...........................................................................................12 Article 10—OAR's and Designer's Status During Construction ..................................................................13 Article 11—Amending the Contract Documents; Changes in the Work ....................................................14 Article12—Claims.......................................................................................................................................14 Article 13—Cost of the Work; Allowances; Unit Price Work......................................................................14 Article 14—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................14 Article 15—Payments to Contractor; Set-Offs; Completion; Correction Period........................................14 Article 16—Suspension of Work and Termination.....................................................................................14 Article 17—Final Resolution of Disputes....................................................................................................14 Article18—Miscellaneous..........................................................................................................................14 Excerpt from Form 00 72 00 General Conditions- 1 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. A term with initial capital letters, including the term's singular and plural forms, has the meaning indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined,terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement -The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment-The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid -The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents -The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. Excerpt from Form 00 72 00 General Conditions-2 13. Change Proposal -A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim -A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern -Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products,wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5501 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents -Those items designated as Contract Documents in the Agreement. 20. Contract Price -The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. Excerpt from Form 00 72 00 General Conditions-3 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team -Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work-The sum of costs incurred for the proper performance of the Work as allowed by Article 13. 25. Defective -When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 15.03 or 15.04. 26. Designer-The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers or Registered Architects qualified to practice their profession in the State of Texas. 27. Drawings -The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition -The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. Excerpt from Form 00 72 00 General Conditions-4 31. Indemnified Costs-All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. 32. Laws and Regulations; Laws or Regulations-Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens -Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification -Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award -The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer(the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR-The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees- Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Prosect Team or OPT-The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. Excerpt from Form 00 72 00 General Conditions-5 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. 44. Project-The total undertaking to be accomplished for Owner under the Contract Documents. 45. Resident Project Representative or RPR -The authorized representative of OPT assigned to assist OAR at the Site. As used herein,the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values-A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings -All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor-An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier-A manufacturer,fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data -Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; Excerpt from Form 00 72 00 General Conditions-6 b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities-All underground pipelines, conduits, ducts, cables,wires, manholes, vaults,tanks,tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, steam, liquid petroleum products,telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work-Work to be paid for on the basis of unit prices. 60. Work-The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense," or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms "day" or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. Excerpt from Form 00 72 00 General Conditions-7 E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional Excerpt from Form 00 72 00 General Conditions-8 details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards B. Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents A. Submit questions concerning the non-technical or contractual/administrative requirements of the Contract Documents to the OAR immediately after those questions arise. OAR is to provide an interpretation of the Contract Documents regarding these questions and will coordinate the response of the OPT to Contractor. B. Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. Excerpt from Form 00 72 00 General Conditions-9 ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions A. Notify OAR immediately, but in no event later than 3 days, after becoming aware of a subsurface or physical condition that is uncovered or revealed at the Site, and before further disturbing the subsurface or physical conditions or performing any related Work that: 1. Establishes that the Technical Data on which Contractor is entitled to rely as provided in Paragraph 5.03 is materially inaccurate; 2. Requires a change in the Drawings or Specifications; 3. Differs materially from that shown or indicated in the Contract Documents; or 4. Is of an unusual nature and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. Do not further disturb or perform Work related to this subsurface or physical condition, except in an emergency as required by Paragraph 7.12, until permission to do so is issued by OAR. B. OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions- 10 5.05 Underground Facilities A. The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent to the Site is based on information and data furnished to OPT by the owners of these Underground Facilities or by others. OPT is not responsible for the accuracy or completeness of information or data provided by others that OPT makes available to Contractor. The Contractor is responsible for: 1. Reviewing and checking available information and data regarding existing Underground Facilities at the Site; 2. Complying with Laws and Regulations related to locating Underground Facilities before beginning Work; 3. Locating Underground Facilities shown or indicated in the Contract Documents; 4. Coordinating the Work with the owners, including Owner, of Underground Facilities during construction; and 5. The safety and protection of existing Underground Facilities at or adjacent to the Site and repairing damage resulting from the Work. B. Notify the OAR and the owner of the Underground Facility immediately if an Underground Facility is uncovered or revealed at the Site that was not shown in the Contract Documents, or was not shown with reasonable accuracy in the Contract Documents. Do not further disturb conditions or perform Work affected by this discovery, except in the event of an emergency as required by Paragraph 7.12. C. The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions- 11 ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due A. Owner is to make payments to Contractor when due as described in Paragraphs 15.01.D and 15.06.D. 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. 9.06 Insurance A. Owner's responsibilities with respect to purchasing and maintaining insurance are described in Article 6. 9.07 Modifications A. Owner's responsibilities with respect to Modifications are described in Article 11. 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 14.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws Excerpt from Form 00 72 00 General Conditions- 12 and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 14. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 14. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. Excerpt from Form 00 72 00 General Conditions- 13 B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Articles 11. D. OAR's authority related to Applications for Payment is described in Articles 13 and 15. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual/administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 14.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual/ administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CLAIMS ARTICLE 13—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 14—TESTS AND INSPECTIONS;CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 15—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 16—SUSPENSION OF WORK AND TERMINATION ARTICLE 17—FINAL RESOLUTION OF DISPUTES ARTICLE 18—MISCELLANEOUS END OF SECTION Excerpt from Form 00 72 00 General Conditions- 14 SC GO O Va. v AGENDA MEMORANDUM NORROPPEFuture Item for the City Council Meeting of July 31, 2018 1852 Action Item for the City Council Meeting of August 14, 2018 DATE: July 31, 2018 TO: Keith Selman, Interim City Manager FROM: Andres Leal, Jr., P.E., Director of Street Operations andel(a).cctexas.com (361) 857-1957 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2�cctexas.com (361) 826-3169 Supply Agreement for Crushed Limestone for Street Operations CAPTION: Motion authorizing a three-year supply agreement with Vulcan Construction Materials, LLC of San Antonio, Texas, for the purchase of crushed limestone, for the total amount not to exceed $423,000.00. PURPOSE: This item is to approve the purchase of crushed limestone for Street Operations. BACKGROUND AND FINDINGS: The crushed limestone base will be used by participating departments as a subsurface foundation for street maintenance and repair. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received one bid; staff conducted a price comparison with a local vendor and has established that the bid submitted was fair and reasonable. Staff recommends award to Vulcan Construction Materials, LLC. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Street Operations FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $2,068,181.00 $5,859,846.17 $9,518,697.70 Encumbered / $1,044,439.10 $0.00 $1,044,439.10 Expended Amount This item $23,500.00 $399,500.00 $423,000.00 BALANCE $1,000,241.90 $5,460,346.17 $6,460,588.07 Fund(s): Street Comments: The initial Contract term total is$423,000.00 for 36 months, of which $23,500.00 is funded in FY2017-18. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Supply Agreement Purchasing Division City of Corpus Christi Bid Tabulation Bid No: 1655 Buyer: Cynthia Perez Crushed Limestone for Street Operations Vulcan Construction Materials San Antonio, Texas 3-YR- ITEM DESCRIPTION UNIT QTY UNIT PRICE TOTAL PRICE 1 Crushed Limestone Tons 18,000 1 $23.50 $423,000.00 TOTAL $423,000.00 4CP 8 _N SUPPLY AGREEMENT NO. 1655 Crushed Limestone for Street Operations 1852 THIS Crushed Limestone for Street Operations Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Vulcan Construction Materials,LLC ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Crushed Limestone for Street Operations in response to Request for Bid No. 1655 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits i and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Crushed Limestone for Street Operations in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 36 months. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Periods)"), provided, the parties do so in writing and prior to the expiration of the original 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 $423,000.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Name: Peter Muniz Department: Street Operations Phone: (361) 826-1951 Email: petermu@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. warranty. (A) The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 301h annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the some extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the some extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Peter Muniz Title: Finance & Resource Manager Address: 2525 Hygeia St., Corpus Christi, Texas 78415 Phone: (361) 826-1951 Fax: (361) 826-1627 IF TO SUPPLIER: Vulcan Construction Materials, LLC Attn: Kevin Vaughn Title: Manager- Sales Services Address: P.O. Box 791550, San Antonio, Texas 78279 Phone: (210) 524-3577 Fax: (210) 524-3555 17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Supplier's bid response (Exhibit 2). 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form 12/15/17 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Supplier 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) Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form 12/15/17 SUPPLIER Signature: Printed Name: n Volu Title: Date: CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 1655 Exhibit 2: Supplier's Bid Response Supply Agreement Standard Form Page 7 or 7 Approved as to Legal Form 12/15/17 Attachment A-Scope of Work 1.1 General Reauirements/8ackaround Information The Contractor shall provide crushed limestone to be used for repair and maintenance projects throughout the City as outlined in this Scope of Work. 1.2 Scope of Work The crushed limestone shall meet TXDOT Specification Item 247, Type A, Grade 1-2 of 2014 Standard Specifications for Construction of Highways, Streets and Bridges. 1.3 Delivery Instructions and Locations A. Materials shall be delivered as follows: 1. Staff will contact the supplier to schedule delivery dates. 2. Crushed Limestone shall be delivered to the City material yard located at 5352 Civitan Drive, Corpus Christi, TX 78415. 3. Supplier shall furnish a shipping/delivery ticket stating description and quantity delivered. 1.4 Contractor Quality Control and Su erintendence 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. Attachment B - Bid Pricing/Schedule muS c� � CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION RPB No. 1655 Crushed Limestone for Street Operations Date: V C1E--4a V(R PAGE 1 OF 1 (�r� Authorized Bidder:�u�C , v-1-or, ;,ASLL(Signature: 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submlHing 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 govemmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. 4. Bidders must not write over or revise the bid form. Bidders will be considered Non- Responsive If the bid form Is modified. Item Description UNIT 3-Yr. Unit Price Total Price Qty- 1 .1 Crushed limestone Tons 181000oDD— Total I $ oD°= 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 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 cancellation, non-renewal, material Damage change or termination required on all Per occurrence - aggregate 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 domiciled in Texas) Exhibit. Employer's Liability 500, /$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required Insurance, all Insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance"clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. it is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Purchasing Delivery of Crushed Limestone for Repairs and Maintenance Projects 04/24/2018 sw Risk Management Valid Through 12/31/2018 Attachment D - Warranty Requirements No warranty requirements necessary for this supply agreement; Section 8. Warranty is null for this supply agreement. SC GO O Va. v AGENDA MEMORANDUM NORROPPEFuture Item for the City Council Meeting of July 31, 2018 1852 Action Item for the City Council Meeting of August 14, 2018 DATE: July 31, 2018 TO: Keith Selman, Interim City Manager FROM: Andres Leal, Jr., P.E., Director of Street Operations andel(a).cctexas.com (361) 857-1957 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2�cctexas.com (361) 826-3169 Supply Agreement for Cold Mix- Cold Laid Asphalt and Pre-Coated Aggregate for Street Operations CAPTION: Motion authorizing a three-year supply agreement with Vulcan Construction Materials, LLC of San Antonio, Texas, for the purchase of cold mix- cold laid asphalt and pre-coated aggregate, for the total amount not to exceed $2,087,700.00. PURPOSE: This item is to approve the purchase of cold mix-cold laid asphalt and pre-coated aggregate for Street Operations. BACKGROUND AND FINDINGS: Pre-coated aggregate is used with liquid asphalt binder to seal coat streets, which extends the life of the riding surface. Cold mix-cold laid asphalt is used to repair streets after utility cuts are made by the Utility Departments. The Street Department uses the material as an alternate patching material when regular hot mix asphalt is not available. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received one bid; staff conducted a price comparison with a local vendor and has established that the bid submitted was fair and reasonable. Staff recommends award to Vulcan Construction Materials, LLC. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency. DEPARTMENTALCLEARANCES: Street Operations FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $2,068,181 .00 $5,859,846.17 $7,928,027.17 Encumbered / Expended Amount $1,044,439.10 $0.00 $1 ,044,439.10 This item $115,983.33 $1 ,971 ,716.67 $2,087,700.00 BALANCE $907,758.57 $3,888,129.50 $4,795,888.07 Fund(s): Streets Comments: The initial Contract term total is $2,087,700.00 for 36 months, of which $115,983.33 is funded in FY2017-18. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Supply Agreement Purchasing Division City of Corpus Christi Bid Tabulation Bid No: 1654 Buyer: Cynthia Perez Cold Mix-Cold Laid Asphalt and Pre-Coated Aggregate for Street Operations Vulcan Construction Materials San Antonio, Texas 3-YR- ITEM DESCRIPTION UNIT QTY UNIT PRICE TOTAL PRICE 1 Cold Mix Tons 24,000 $72.79 $1,746,960.00 2 Pre-Coated Aggregate Tons 6,000 $56.79 $340,740.00 TOTAL $2,087,700.00 V*u" SUPPLY AGREEMENT NO. 1654 Cold Mix - Cold Laid and Pre-Coated Aggregate for Street Operations THIS Cold Mix - Cold Laid Asphalt and Pre-Coated Aggregate for Street Operations Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Vulcan Construction Materials, LLC ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Cold Mix - Cold Laid Asphalt and Pre- Coated Aggregate for Street Operations in response to Request for Bid No. 1654 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Cold Mix - Cold Laid Asphalt and Pre-Coated Aggregate for Street Operations in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 36 months. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Periods)"), provided, the parties do so in writing and prior to the expiration of the original 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 $2,087,700.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Name: Peter Muniz Department: Street Operations Phone: (361) 826-1951 Email: petermu@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. S. Warranty. (A) The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the some extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. Supply Agreement Standard Form Page 3 of 7 Approved as to legal Form 12/15/17 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Peter Muniz Title: Finance & Resource Manager Address: 2525 Hygeia St., Corpus Christi, Texas 78415 Phone: (361) 826-1951 Fax: (361) 826-1627 IF TO SUPPLIER: Vulcan Construction Materials, LLC Attn: Oscar Benavides Title: Sales Manager Address: P.O. Box 791550, San Antonio, Texas 78279 Phone: (210) 524-3567 Fax: (210) 524-3555 17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Supplier's bid response (Exhibit 2). 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form 12/15/17 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1 ) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Supplier 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) Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form 12/15/17 SUPPLIER 60 �� P Signature: Printed Name: �SLGJ` V• Titfe:. -- (1�1 Date• � 0�11�� CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 1654 Exhibit 2: Supplier's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to legal Form 12./15/17 Attachment A--Scope of Work 1.1 General Reauirements/Background Information The Contractor shall provide cold mix - cold laid asphalt and pre-coated aggregate to be used for repair and maintenance projects throughout the City as outlined in this Scope of Work. 1.2 Scope of Work A. The cold laid asphalt shall meet TXDOT Specification Item 330, Type B, Grade 1 of 2014 Standard Specifications for Construction of Highways, Streets and Bridges. B. The pre-coated aggregate for surface treatments shall meet TXDOT Specification Item 302, Type PE, Grades 3 and 4 pre-coated. 1.3 Delivery Instructions and Locations A. Materials shall be delivered as follows: 1. Staff will contact the supplier to schedule delivery dates. 2. Cold Mix - cold laid asphalt and pre-coated aggregate will be delivered to the City material yard located at 5352 Civitan, Corpus Christi, TX 78415. 3. Supplier shall furnish a shipping/delivery ticket stating description and quantity delivered. 1.4 Contractor Quallily Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. Attachment B - Bid/Pricing Schedule s �tP CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION RFB No. 1654 Cold Mix- Cold Laid Asphalt and Pre-Coated Aggregate Date: 11N\ PAGE 1 OF 1 `l 1 Authorized Bidder:�l�trM��� v�-s�,,m0.Ty�a�s�C Signature: 1. Refer to ~Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. 4. Bidders must not write over or revise the bid form. Bidders will be considered Non- Responslve It the bid form Is modified. Item Description UNIT 3-Yr. Unit Price Total Price Q I Cold Mix-Cold Laid Asphalt, Item 330, T e B Tons 24,000 2 Pre-Coated Aggregate-Item c1 302, Grades 3 and 4, Pre-Coated Tons 6,000 � Total �� -1� 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 and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property Damage cancellation, non-renewal, material Per occurrence - aggregate change or termination required on all certificates and policies. COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence including: $1,000,000 Aggregate 1. Commercial Broad Form 2. Premises-Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $1,000,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS'S COMPENSATION Statutory and complies with Part II (All States Endorsement if Company is of this Exhibit. not domiciled in Texas) Employer's Liability $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS, A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance"clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Purchasing Delivery of Cold Mix Asphalt and Aggregate for City Wide Repair and Maintenance Projects 04/24/2018 sw Risk Management Valid Through 12/31/2018 Attachment D - Warranty Requirements No warranty requirements necessary for this supply agreement; Section 8. Warranty is null for this supply agreement. SC v AGENDA MEMORANDUM Nconp a Future item for the City Council Meeting of July 31 , 2018 1852 Action item for the City Council Meeting of August 14, 2018 DATE: July 31, 2018 TO: Keith Selman, Interim City Manager FROM: Bill Mahaffey, Director of Gas Operations Dan0047(a)cctexas.com (361) 826-1718 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2Ca-)cctexas.com (361) 826-3169 Hot Tap Fittings Supply Agreement CAPTION: Motion authorizing a three-year supply agreement with M.T. Deason Company Inc, of Birmingham, Alabama, for the purchase of hot tap fittings for a total amount not to exceed $249,721.80. PURPOSE: This is a motion to approve a supply agreement for hot tap fittings. BACKGROUND AND FINDINGS: The hot tap fittings are stocked by the warehouse and used by Gas departments within the City. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received one bid; staff conducted a price comparison with another vendor and has established that the bid submitted was fair and reasonable. Staff recommends award to M.T. Deason Company Inc. 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: Finance FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017- 2018 Current Year Future Years TOTALS Line Item Budget $3,392,701 .08 $235,848.37 $3,628,549.45 Encumbered / Expended Amount $ 2,349,053.77 $0 $2,349,053.77 This item $ 13,873.43 $235,848.37 $249,721.80 BALANCE $1,029,773.88 $0 $1,029,773.88 Fund(s): Stores Comments: The initial contract term total is $249,721 .80 for three years, of which $13,873.43 is funded in FY2017-18. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement City of Corpus Christi jBi Ta u ation Purchasing Division RFB 1717 Hot Ta Fittings BUYER:JAPAN SHAH Stores M.T.Deason Company Item Description Unit Qty jLrlY Rate Total Price 1 2"Welding Fitting EA 120 $ 72.64 $ 8,716.80 2 4"Welding Fitting EA 60 $ 373.50 $ 22,410.00 3 6"Welding Fitting EA 60 $ 573.75 $ 34,425.00 4 8"Welding Fitting EA 30 $ 1,119.00 $ 33,570.00 5 2"3 Way Tee Fitting EA 120 $ 128.25 $ 15,390.00 6 4"3W2Tee Fittin EA 60 521.25 31 275.00 7 '3 Way Tee Fittin EA 60 S 1,022.25 61 335.00 8 8"3 Way Tee Fitting EA 30 S 1,420.00 $ 42,600.00 $ 249,721.80 0 0 SUPPLY AGREEMENT NO. 1717 Hot Tap fittings ,yaFA0W0. xss� THIS Hot Tap Fittings Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and M.T.Deason Company Inc ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Hot Tap Fittings in response to Request for Bid No. 1717 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Hot Tap Fittings in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 36 months. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Periods)"), provided, the parties do so in writing and prior to the expiration of the original 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 $249,721 .80, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Name: Robert Presnell Department: Materials Management Department Phone:(361)-826-1750 Email: RobertPr@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. S. Warranty. (A) The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 301h annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 1 i faxed or✓land-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: Robert Presnell Title: Stores Supervisor Address: 5352 Ayesr Street, Bldg # 6, Corpus Christi, Texas 78415 Phone: (361)-826-1750 Fax: (361)-826-1690 IF TO SUPPLIER: M.T.Deason Company Inc Attn: Nan R.Mclean Title: Vice President Address: 2820 Commerce Blvd, Birmingham, Alabama 35210 Phone: (205)-956-2266 Ext 106 Fax: (205)-956-1911 17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 i 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Supplier's bid response (Exhibit 2). 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form 12/15/17 goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Supplier 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) Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form 12/15/17 SUPPLIER M. T. Deason Company, Signature: Printed Name: Nan R. McLean Title: Vice President of Marketing Date: Jul -18, 2018 CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Atfachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB No. 1717 Exhibit 2: Supplier's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form 12/15/17 o _fir ATTACHMENT A: SCOPE OF WORK V MC RppPG��n Fn^ p.]P 1.1 General Requirements/Background Information A. The Supplier shall provide 3-Way Tee Fittings and Welding Fittings as outlined in this scope of work. The fittings are used by the Gas Department for hot tapping operations. These fittings will be using to restock City's Warehouse. B. The Supplier will cross reference the City's stock number. The supplier must not change the stock number assigned to each item for the duration of contract. 1.2 Fittings Specifications The specifications are outlined below. Fittings Specification 2" Welding Fitting Complete with Cap: Malleable Iron, Plug: C 1213 CF Steel, Nipple: A106 GR B SMLS Steel Pipe, O-Ring: Buna-N 4" Welding Fitting Complete with Nipple: A106 GRB SMLS Steel Pipe, O-Ring: Buna-N, cover flanges with bolts, gasket and plastic caplugs, completion plug, O-ring and flanged nipple 6" Welding Fittings Complete with Nipple: A106 GRB SMLS Steel Pipe, O-Ring: Buna-N, cover flanges with bolts, gasket and plastic caplugs, completion plug, O-ring and flanged nipple 8" Welding fittings Complete with Nipple: A106 GRB SMLS Steel Pipe, O-Ring: Buna-N, cover flanges with bolts, gasket and plastic caplugs, completion plug, O-ring and flanged nipple 2" Threaded 3-way Tee forged ASTM A-105, Class 150 Complete with Cap, completion plug, O-ring and Tee 4" Flanged 3-way Tee either fabricate from ASTM A-106 Grade B or ASTM A- 234 Grade WPB Steel, Class 150 Complete with Cover flange with gasket, bolts and plastic caplugs, completion plug, O-ring and tee. 6" flanged 3-way Tee either fabricate from ASTM A-]06 Grade B or ASTM A- 234 Grade WPB Steel, Class 150 Page 1 of 2 Complete with Cover flange with gasket, bolts and plastic caplugs, completion plug, O-ring and tee. 8" Flanged 3-way Tee either fabricate from ASTM A-106 Grade 8 or ASTM A- 234 Grade WPB Steel, Class 150 Complete with Cover flange with gasket, bolts and plastic caplugs, completion plug, O-ring and tee. 1.3 Contractor Quality Control and Superintendence A. All fittings must be defect free, properly packed, and shipped to ensure a safe delivery. 1.4 Delivery A. City will place an order on as needed basis. B. Supplier shall ship the materials within 2 to 3 weeks' of received order to the City Warehouse, located at 5352 Ayers St. Building 6, Corpus Christi, Texas 78415. C. All contract prices are F.O.B destination - City of Corpus Christi Facility, freight prepaid. D. Supplier must send Technical data sheet along with the delivery of the material. City will not accept the products that do not conform specifications. E. If any items found defective, unusable or inoperable to the condition, Supplier shall arrange return shipment or shipping charge will be reimbursed from the invoice. 1.5 Cancellation A. Suppliers understands and agrees that the City may, at its discretion, cancel any backorders due to the Supplier's inability to deliver the product within the set time frame. B. Cancellation shall be in writing and sent to Suppliers by email, fax or mail. C. No restocking fee or payment of any kind shall be owed for orders cancelled due to Supplier's inability to meet the deadline delivery date. Page 2 of 2 Attachment B: Bid/Pricing Schedule � vs CITY OF CORPUS CHRISTI ° BID FORM t PURCHASING DIVISION RFB No. 1717 Hot Tap fittings PAGE 1 OF 1 Date: .Tune 26, 2018 Authorized ~ Bidder: M. T. Deason Company, Inc. Signature: Nan k. McLean, -Vi'C4 President 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 goad standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item City Description UNIT QTY Unit Total Price Stock 3 Year Price No 1 3802 2" Welding Fitting EA 120 72.64 8,716,80 2 3803 4" Welding Fitting EA 60 373.50 22,410.Oo 3 3804 6" Welding Fitting EA 60 573. 75 34,425.00 4 3805 8" Welding Fitting EA 30 1, 119.00 33,570.00 5 3806 2" 3 - Way Tee Fitting EA 120 128.25 15,390.00 6 3807 4" 3- Way Tee Fitting EA 60 521.25 31,275.00 7 3808 6" 3- Way Tee Fitting EA 60 1,022.25 61,335.00 8 3809 8" 3- Way Tee Fitting EA 30 1,420.00 42,600.00 Total 249,721.80 Page 1 of 1 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 cancellation, non-renewal, material Damage change or termination required on all Per occurrence - aggregate certificates and policies. COMMERCIAL GENERAL LIABILITY including: $1,000,000 Per Occurrence 1 . Commercial Broad Form $1,000,000 Aggregate 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 3 i 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 of 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 Page 2 of 3 `i 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 Purchasing - Gas Dept. Order and Delivery of 3-Way Tee Fittings and Welding Fittings 05/11/2018 sw Risk Management Valid Through 12/31/2018 Page 3 of 3 AC ,Ro o® CERTIFICATE OF LIABILITY INSURANCE DATE ' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL.INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MCGRIPF,SEIBELS&WILLIAMS,INC. NAME: P.O.Box 10265 AlCNNo Ext:8O0 476-2211 AIC No): Birmingham,AL 35202 E-MAIL ADDRESS: INSURERIS AFFORDING COVERAGE NAIC q INSURER A:The Travelers I ndemnity Company of Amenca 25666 INSURED INSURERS:Sentry Insufance Group M.T.Reason Co.,Inc.;MTD Manufacturing,Inc.;Deason Family Partnership 2820 Commerce Boulevard INSURER C:Midwest Employers Casualty Co./ASIWCF Irondale,AL 35210 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:LA2V84UT REVISION NUMBER: THIS IS 70 CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUS#ONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. tN$R TypB OF INSURANCE DD UBR POLICY EFF POLICY EXP LIMITS LTR N D POLICY NUMBER MMIDDIYYYY MMIDDNM A X COMMERCIAL GENERAL LIABILITY 6301 G92767ATIA17 09/0112017 09/01/2016 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR PREMISES Ea oG D nce $ 300,000 MED EXP(Any one person) $ 10,000 E PERSONAL RADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: I GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- LOC PRODUCTS-COMPIOP AGG $ 2,000,000 JECT OTHER: $ A AUTOMOBILE LIABILITY I BA1G94902217 AG 0910112017 09101!2018 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X ANY AUTO I f BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS pp BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per aWdent $ P Com p Ded$1000 $ Coll Ded$1000 UMBRELLA LJAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ 8 WORKERS COMPENSATION Member N332400 01/01/2018 01/01/2019 X PER OEH- C AND EMPLOYERS'LIABILITY YIN POAL129001(AL) STATUTE ANY PROPMETOR/PARTNERIEXECUTIVE90531170100181(AOS) I E.L.EACH ACCIDENT $ 1,000,000 DED? OFFICERIMEMBER EXCLU � N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 161,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Corpus Christi ATTN: Risk Manager AUTHORIZED REPRESENTATIVE P.O. Box 9277 Corpus Christi,TX 78469-9277 Page 1 of 1 p 1988-2015 ACORD CORPORATION, All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD i ATTACHMENT D: WARRANTY REQUIREMENTS A. All fittings must be defect free, properly packed, and shipped to ensure a safe delivery. B. If any items found defective, unusable or inoperable to the condition, Supplier shall arrange return shipment or shipping charge will be reimbursed from the invoice. Page 1 of 1 se o� Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of July 31, 2018 `1852EAction Item for the City Council Meeting of August 14, 2018 DATE: July 31, 2018 TO: Keith Selman, Interim City Manager FROM: Lawrence Mikolajczyk., Director of Solid Waste Operations lawm(a�cctexas.com (361) 857-1957 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2(acctexas.com (361) 826-3169 Service Agreement for Brush Grinding for Solid Waste Operations CAPTION: Motion authorizing a four-year service agreement with Austin Wood Recycling, of Cedar Park, Texas for brush grinding services for a total amount not to exceed $345,000.00. PURPOSE: This service agreement will be utilized by the Solid Waste Department to properly dispose of brush collected throughout the City. BACKGROUND AND FINDINGS: The Contractor will provide brush grinding services and is responsible for furnishing all equipment, material and labor to satisfactorily dispose of the material. The type of brush to be grinded is a wide range of oak, palm trees, mesquite and vegetation that comes from city residents. The Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received three responsive, responsible bids, and is recommending the award to the lowest, responsive, responsible bidder, Austin Wood Recycling of Cedar Park, Texas. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTALCLEARANCES: Solid Waste Operations FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $286,577.57 $330,625.00 $617,202.57 Encumbered / Expended Amount $256,427.71 $0.00 $256,427.71 This item $14,375.00 $330,625.00 $345,000.00 BALANCE $15,774.86 $0.00 $15,774.86 Fund(s): Solid Waste Operations Comments: The initial contract term total is $345,000.00 for 48 months, of which $14,375.00 will be funded in FY2017-18. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement CITY OF CORPUS CHRISTI BID TABULATION -RFB 1730 PURCHASING DIVISION Brush Grinding for Solid Waste Operations BUYER:Cynthia Perez Supplier Supplier Supplier Austin Wood Recycling Camo Farm,Inc. TFR Enterprises,Inc. Unit Extended Unit Extended Unit Extended 4-YR- Item Description Qty Unit Price Price Price Price Price Price Brush Grinding Cubic 1 Service 300,000 Yards $ 1.150 $345,000.00 $1.240 $ 372,000.00 $ 1.870 $ 561,000.00 TOTAL: $345,000.00 $372,000.00 $561,000.00 �S C� SERVICE AGREEMENT NO. 1730 M xea2 Brush Grinding for Solid Waste Operations THIS Brush Grinding for Solid Waste Operations Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Austin Wood Recycling ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Brush Grinding for Solid Waste Operations in response to Request for Bid/Proposal No. 1730 ("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 Brush Grinding for Solid Waste Operations ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 48 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then- current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. The total value of this Agreement is not to exceed $345,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Name: Tony Benavides Department: Solid Waste Operations Phone: (361) 826-8034 Email:TonyB@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 some 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 some 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 some. 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: Tony Benavides Title: Interim Assistant Director Address: 2397 County Road 20, Robstown,Texas 78380 Phone: (361) 826-8034 Fax: (361) 826-1971 IF TO CONTRACTOR: Austin Wood Recycling Attn: Jerome Alder Title: President Address: 3875 E. Whitestone Blvd., Cedar Park, Texas 78613 Phone; (512) 259-7430 Fax: (512) 259-6482 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: Printed Name:- y-yV%4C Mcl e y- Title: &Si J evu Date: fo 2612v1 CITY OF CORPUS CHRIST[ 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. 1730 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form 12/15/17 Attachment A-Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide brush grinding services for Solid Waste Operations as outlined in this Scope of Work. 1.2 Scope of Work 1. The Contractor will grind city brush. 2. The Contractor shall use 5"x 7"screens with 3"squares. 3. The brush shall not exceed 6" in length for not less than 95%of the contents of the final product. 4. The incidental waste shall be stock-piled, and the Landfill Staff will dispose of it. 5. The Contractor and the Landfill Management will both measure the amount of brush tasked for the grind. Each party will calculate the amount measured. Both parties will meet to reach a consensus on the proposed volume of brush to be grinded. 6. The Contractor will be contacted periodically by City Staff when services are needed. The Contractor will have 14 calendar days to complete the task. 1.3 Other instructions and locations 1. Hours of operation are Monday through Saturday from 7am to 6 pm. 2. Elliott landfill — 7001 Ayers Corpus Christi, Texas 1.4 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. BlidlPrIcIng Schedule �s CITY OF CORPUS CHRISTI BID FORM `12 RFB No. 1730 Brush Grinding for Solid Waste Operations Date: 25 2D1 PAGE 1 Authorized Bidder: A V1 yvASignature: 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 receipl and review of all addenda for this RFB. 4. Bidders must not wrlte over or revise the bid form. Bidders will be considered Non- Responsive If the bid form is modified. Item Description UNIT 4-YR Unit Price Total Price QTY 1 Brushed Grinding Service Cublc Yards 300,000 $ 1, i S $34! coo,JX Page 20 of 21 RFB Template Revised 04.28.17 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 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 cancellation, non-renewal, material Damage change or termination required on all Per occurrence- aggregate 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 It (All States Endorsement if Company is of this not domiciled in Texas) Exhibit. Employer's Liability 0/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates, All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the"other insurance"clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not fess than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Purchasing Brush Grinding Service 05/14/2018 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 o� Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of August 14, 2018 "`O""°p"`E1852 Action Item for the Cit Council Meeting of August 21, 2018 DATE: July 9, 2018 TO: Keith Selman, Interim City Manager FROM: Tom Tagliabue, Director, Intergovernmental Relations tomtaq Ca)cctexas.com 361-826-3850 Resolution requesting the Texas General Land Office (GLO) to allocate a portion of federal GOMESA funds to coastal cities. CAPTION: Resolution of the City of Corpus Christi, Texas requesting that the State of Texas and the Texas General Land Office annually set aside a portion of the State Gulf of Mexico Energy Security Act (GOMESA) funds for Texas coastal cities and continue to fully fund the Coastal Erosion Protection Response Act (CEPRA) program with state revenues. PURPOSE: The City, in partnership with its fellow members of the Texas Chapter of the American Beach and Shore Preservation Association (ASBPA), want the Texas General Land Office to re- allocate a portion of the funds it receives from GOMESA to Texas coastal cities in the same amount allocated to Texas coastal counties. From the $40.5 million that Texas will receive in GOMESA funds, TxASBPA requested the GLO to allocate $10.1 million to the Texas coastal cities, reducing the amount allocated to the State of Texas to $30.4 million. The counties will still receive their$10.1 million. The proposed Resolution requests that the State set aside an amount equal to the annual county share ($10.1 M in FY17) but reserved that for cities that have State-mandated coastal responsibilities under the Dune Protection Act (DPA), Open Beaches Act (OBA), Coastal Management Program (CMP), and Coastal Erosion Protection and Response Act (CEPRA). The counties will still receive its funds and will not have to distribute any to the cities. BACKGROUND AND FINDINGS: The City of Corpus Christi is a member of the Texas Chapter of the American Shore and Beach Preservation Association (ASBPA), which was founded in 1926 by individuals who recognized the need for an organized effort to combat erosion, a serious problem in many coastal areas. The Texas Chapter of ASBPA was formed in 2005 and is dedicated to preserving, protecting and enhancing the beaches, shores and other coastal resources of Texas. Under the Federal Gulf of Mexico Energy Security Act (GOMESA), five Gulf of Mexico states -- Texas, Florida, Alabama, Mississippi and Louisiana — and the counties or parishes bordering the Gulf of Mexico receive a guaranteed, direct annual federal payout of royalties from offshore oil and gas development in federal waters of the Gulf. In Texas, GOMESA funds are administered by the General Land Office (GLO) and can be used for a variety of coastal projects and there is no federal match requirement for GOMESA funds. GOMESA royalty sharing payments have at times been substantial and at other times almost unnoticeable. The revenue share is a function of oil and gas production, state and county population, miles of shoreline, and the distance from the lease sites to the receiving government entity. Under the 2006 federal law, GOMESA Phase I I took effect in FY 2017. Phase I I substantially increases the royalty revenue payments available to the State and Texas coastal counties. Unfortunately, there is no set aside of GOMESA funds for cities and that is the issue the resolution seeks to address. Under Phase 11 the State of Texas for 2017 receive $40.5 million from the Federal Government of a maximum annual cap of$100 million, which as mentioned above that the GLO will handle, and the Texas coastal counties will receive $10.1 million, which comes directly from the Federal Government. The level of state and county payouts will change year-to-year but are guaranteed through 2055. No legislative action is required to accomplish this request, only administrative action from the administering state agency—the GLO. ALTERNATIVES: The City could: (1) adopt the resolution, (2) not adopt the resolution or (3) take no action. OTHER CONSIDERATIONS: The City of Port Aransas adopted the resolution on June 21, 2018. Other entities which have adopted the resolution include the City of South Padre Island and the Galveston Parks Board. Both the City of Galveston and Galveston County are considering the resolution in the future. CONFORMITY TO CITY POLICY: GOMESA funds could assist with statutory responsibilities under the Dune Protection Act, the Open Beaches Act, the Coastal Management Plan, and the Coastal Erosion Planning and Response Act. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal, Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital © 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 adoption of the resolution. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION NO. A RESOLUTION OF THE CITY OF CORPUS CHRISTI, TEXAS REQUESTING THAT THE STATE OF TEXAS AND THE TEXAS GENERAL LAND OFFICE ANNUALLY SET ASIDE A PORTION OF THE STATE GULF OF MEXICO ENERGY SECURITY ACT (GOMESA) FUNDS FOR TEXAS COASTAL CITIES AND CONTINUE TO FULLY FUND THE COASTAL EROSION PROTECTION RESPONSE ACT (LEPRA) PROGRAM WITH STATE REVENUES. WHEREAS, the Texas coast and its diverse economy provide significant economic, recreational, and spiritual benefits to the all people of Texas and state investment in the coastal region is critical to the future of this great state; and WHEREAS,Texas barrier islands are experiencing significant erosion and storms,wetlands degradation, and habitat loss which threatens public beach access, reduces tourism, drives down state and local tax revenues, and damages public and private infrastructure; and WHEREAS,the Texas coast is threatened by increasingly intense storms, putting our coastal communities and businesses at greater risk of damage and flooding; and WHEREAS, the federal Gulf of Mexico Energy Security Act(GOMESA) of 2006 instituted a royalty revenue-sharing program derived from federal offshore oil and gas activities to the direct benefit of the state of Texas and Texas coastal counties; and WHEREAS, the GOMESA Phase II payment to the State of Texas for FY 2017 is approximately $40.5 million and payments to the State will continue annually to the year 2055, with the maximum state payment of$100 million per year; and WHEREAS, the guaranteed cumulative GOMESA Phase II payments to Texas coastal counties for FY 2017 is approximately $10.1 million and the county payments will continue annually to the year 2055; and WHEREAS,federal GOMESA provisions unjustly exclude Texas coastal cities from any direct payment, defining"political subdivision"to mean, `the local political jurisdiction immediately below the level of State government, including counties, parishes, and boroughs; and WHEREAS, certain coastal cities of Texas are responsible for compliance with and/or implementation of the Texas Open Beaches Act of 1959, the Dune Protection Act, and Coastal Erosion Planning and Response Act(CEPRA); and WHEREAS,funding support for Texas coastal cities to meet State-mandated coastal program responsibilities is inadequate, creating financial stress and hardships on these cities; and WHEREAS, State GOMESA funds administered through the General Land Office are suitable for and critical to carrying out state-mandated programs for Texas coastal cities within the Coastal Management Program boundary; and WHEREAS, the set-aside of State GOMESA funds for Texas coastal cities would protect and benefit coastal counties who can then use their annual GOMESA funds for county priorities without competing financial demand from coastal cities. NOW THEREFORE; BE IT RESOLVED BY THE TEXAS CHAPTER OF THE AMERICAN SHORE AND BEACH PRESERVATION ASSOCIATION: I. That the State of Texas and the Texas General Land Office should set aside for Texas coastal cities each year a cumulative amount of funds from the State's annual GOMESA payment equal to the total annual GOMESA revenues awarded to all Texas coastal counties; and 2. That the set-aside of State GOMESA revenues for Texas coastal cities be distributed on a fair and reasonable basis to Texas coastal cities or entities such as a park board with direct responsibility to implement CEPRA, the Dune Protection Act, and/or the Texas Open Beaches Act; and 3. That the Texas General Land Office and Texas Legislature should seek to fully fund CEPRA or other existing State-created coastal programs with State revenues rather than shifting federal GOMESA funds to these programs; and 4. That Texas General Land Office support and be consistent with federal GOMESA laws and regulations allowing city and county GOMESA funds to be used as match for other federal grant programs. PASSED AND APPROVED this Twenty first(21St) day of August, 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas On the Twenty first(21s') of August, 2018. The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guaj ardo Michael Hunter Debbie Lindsey-Opel Ben Molina Everett Roy Lucy Rubio Greg Smith Approved As To Form: Lisa Aguilar Senior Assistant City Attorney SC AGENDA MEMORANDUM Cqq PO PFuture Item for the City Council Meeting of July 31, 2018 hPSE 1852 Action Item for the City Council Meeting of August 14, 2018 DATE: July 31, 2018 TO: Keith Selman, Interim City Manager FROM: Constance Sanchez, Director of Finance Constance P(o).cctexas.com (361) 826-3227 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kim 132(acctexas.com (361) 826-3169 Utility Bill Printing, Mailing, and Insert Printing Services for One-Year Not to Exceed Amount $886,886.48, with Four One-Year Options for a Total Potential Multi-year Amount of up to $4,434,432.40 CAPTION: Motion approving a one-year service agreement for utility bill printing, mailing, and insert printing services with Information Management Solutions, L.L.C. of San Antonio, Texas for an estimated expenditure of $886,886.48, with four one-year options for a total potential multi-year amount of$4,434,432.40. PURPOSE: This motion is to approve a service agreement for utility bill printing, mailing, and insert printing services for the Utility Billing Office. BACKGROUND AND FINDINGS: The Utility Billing Office uses a contractor for printing, folding, processing, and mailing of the City's utility bills, delinquent notices, and inserts. The Contractor will efficiently process the bills and notices to obtain the best possible postage rate for the City. The Utility Billing Office staff will have access to retrieve archived documents stored electronically by the Contractor. The Utility Billing Office plans to work with the awarded contractor on a new design of the utility bill and delinquent notices. The current contract will expire in September. The Purchasing Division conducted a competitive Request for Proposal to obtain proposals from qualified firms to provide Utility Bill Printing, Mailing, and Insert Printing Services. Nine proposals were received and were evaluated under a pass/fail system. Then the qualifying firm was evaluated and scored according to the firm's experience and understanding of the scope of work according to the published point system as outlined in the RFP. The Proposers were also interviewed and scored based on the same published criteria, and a final score was developed. City staff recommends the award to Information Management Solutions, L.L.C., as they are determined to be the overall Best Value to the City. ALTERNATIVES: N/A OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTALCLEARANCES: Finance FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $714,145.37 $886,886.48 $1 ,601,031 .85 Encumbered / Expended Amount $71,704.13 $0.00 $71,704.13 This item $0.00 $886,886.48 $886,886.48 BALANCE $642,441.24 $0.00 $642,441.24 Fund(s): 4010 - Water Comments: The contract term will start in FY2018-2019, the contract value will be budgeted in future years during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement 1578 — Utility Bill Printing, Mailing, and Insert Printing Services RFP 1578 — Evaluation Matrix Summary SC 0 > SERVICE AGREEMENT NO. 1578 U Utility Bill Printing, Mailing, and Insert Printing Services bO RPOR Af 1852 THIS Utility Bill Printing, Mailing, and Insert Printing Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Information Management Solutions, L.L.C. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Utility Bill Printing, Mailing, and Insert Printing Services in response to Request for Bid/Proposal No. 1578 ("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 Utility Bill Printing, Mailing, and Insert Printing Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to four 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 $886,886.48, 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: Margaret Morin Department: Finance Department, Utility Business Office Phone: (361 ) 826-3628 Email: MargaretP@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: Margaret Morin Title: Utility Business Office Manager Address: 1201 Leopard Street, l It Floor, Corpus Christi, TX 78401 Phone: (361 ) 826-3628 Fax: (361 ) 826-3174 IF TO CONTRACTOR: Information Management Solutions, L.L.C. Attn: T. Kelly Dowe Title: Vice President Address: 2416 Brockton St. #105, San Antonio, TX 78217 Phone: (210) 826-4994 Fax: (210) 826-2676 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 QQ,, Signature: Printed Name: Thomas Kelly Dowe Title: Vice President Date: July 19, 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. 1578 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 A. The Contractor is responsible for receiving and processing a daily data file transfer, printing, and folding of bills and inserts, envelope inserting, presorting, metering, and mailing. Inserts are to be printed directly from industry-standard electronic files (e.g., Adobe, Photoshop, Illustrator, InDesign, PDF) on uncoated or coated paper and are mailed with utility bills. B. Daily production averages approximately 116,025 monthly bills and 20,845 delinquency monthly bills. A billing schedule will be provided to the Contractor monthly, which includes but not limited to delinquent notices, E-Bills and cancel/rebills. Currently, there are 20 billing cycles and 20 delinquent notice cycles generated daily based upon due date. C. The Contractor shall provide a high quality, accurate and timely printed bill for the City's utility customers. D. The Contractor shall obtain the lowest possible postage costs throughout the contract term. The Contractor shall provide USPS CASS (US Postal Service Coding Accuracy Support System) certification and correcting of zip code and delivery information as necessary prior to printing. Vendor will assume liability of any penalties assessed for any erroneous bar coding. 2. Scope of Work A. General Services 1 . The City of Corpus Christi will provide data to the Contractor. 2. The Contractor shall provide security of information and supervision from start to finish. 3. The Contractor shall house envelopes in a climate-controlled environment 4. The Contractor shall accept electronic data transmissions 24/7. 5. The Contractor shall perform custom programming, to modify the bill format as requested. 6. The Contractor shall have an emergency backup plan to avoid out-of-service situations. 7. The Contractor shall provide a web service or a type of Application Program Interface to allow for the extraction of statements for automation purposes and displaying content line. This web service or Application Program Interface shall provide methods to pull individuals statements by bill date and account number and should allow for the statements to be returned to the client "City of Corpus Christi" in a file or provide a URL to the statement online. Minimally, 12 months of Page 1 of 5 statement data should be available via this web service or Application Program Interface. B. Daily Transmission of Electronic Data 1 . XML files will be provided by the City. 2. Contractor shall provide a secure electronic means for file transmission. 3. The Contractor shall confirm receipt of the file daily by return email to the person transmitting the file when the file is received. 4. Contractor shall provide a report daily when the file has been processed for printing. Report will include billing cycles, number of pulled bills, and account classes. Also included in the report shall be the amount of postage charges for the billing including number of pieces of mail and postage rate classes. Parameters may be subject to change. 5. Data may be transmitted by the City in multiple files throughout the day. Files received by the Contractor prior to noon, local time, should be processed and mailed the same day. C. Bill Formatting The Contractor will provide the following information on each bill: 1 . Pro-rated amounts for items such as new rates, partial months, etc. 2. A defined graph to indicate usage in thousands of gallons/millions to reflect for water services and unit of measurement for gas services, in the form of MCF (thousands of cubic feet), and irrigation in thousands of gallons. 3. Any payment plan amounts and disputed bill amounts. 4. A designation of current bill, final bill, corrected bill and notice of delinquency. 5. A message center notification area. Messaging will be provided via email with direct text or attachment containing message. 6. The top portion of bill shall be for customer retention and shall contain billing information. 7. The bottom shall be perforated to produce a return stub to be returned by customer with payment. 8. Postal bar codes and OCR A scan line is required. 9. Change of statement notice and delinquency notice design, maximum of two per year. Page 2 of 5 D. Envelope Requirements The Contractor will provide the following envelopes: 1 . Mail out envelopes. The envelopes that will be used to mail the bills. These envelopes must include the City logo and a return address and envelope must be windowed. 2. The ancillary endorsement "Return Service Requested" option will be mandated. The process communicates to the USPS the City of Corpus Christ expects the USPS to return any mail pieces that require an address change with the new address information applied to the mail piece. This allows for City of Corpus Christi to apply the change to their address in the database and re- process the account. 3. Return envelopes. Return envelopes are included inside the mail out envelope with the bill to allow customers to return payments. Return envelopes must be #8 5/8 windowed envelopes. Envelope will also have a "don't forget" message printed on the backside of the envelope and a sample of this language will be provided by the City. The glue on the envelope flap must extend from end to end of the closure flap for proper sealing. 4. Bulk envelopes. Bulk envelopes are used to mail bills to customers such as apartment complexes who have multiple accounts going to the same address in a single envelope. E. A1212roval of Forms and Envelope Orders 1 . The City will approve print stock and envelopes. Any changes during the contract will require Contract Administrator approval. 2. Bill proofs shall be provided to the Contract Administrator for approval prior to first printing and at any time a change in format is made. 3. All artwork remains the property of the City of Corpus Christi. F. Data Processing and Mail Preparation 1 . The Contractor shall selectively exclude bill types from printing (PULL BILLS, EBILL, CITY, PARK AND STATE USE) and others identified in the file. 2. The Contractor must have or obtain within 90 days Coding Accuracy Support System (CASS) certification to ensure lowest possible postage costs. 3. Bills going to same mailing address are to be inserted up to three into the standard mail-out envelope or four or greater for stuffing into one bulk envelope. 4. All outgoing mail shall conform to postal requirements for automated processing. 5. Provide the ability for the City to pull bills and delinquent notices, no later than noon, local time, if needed. Page 3 of 5 6. Have designated bills, but not limited to, all pulled statements, cancel/rebill statements, and final statement sent directly to the City before 3:00 PM, instead of being mailed to the individual customers. G. Bill Printinq 1 . Contractor shall utilize high quality print, with a minimum of two colors, preferred color teal/black to be used, and double sided capability. 2. Contractor shall use a minimum of 20-pound bond paper for bills and inserts. 3. No postcards will be utilized for billing purposes. H. Insert Printinq The Contractor shall either receive Pre-Printed Inserts from the city of Corpus Christi for processing with the monthly billing statements to be mailed or as an option to the City departments, the contractor will receive an electronic version of monthly inserts to be printed and processed with the monthly billing statements to be mailed. 1 . If processing pre-printed inserts from the City of Corpus Christi, the contractor shall fold and insert the pre-printed insert to fit mail out or bulk envelope as appropriate. 2. When Contractor is requested to print inserts for the City, Contractor must be able to provide a one or two sided insert, with up to four color imprint options printing on the front and back of the insert. Inserts shall be folded to fit mail out or bulk envelope, as appropriate. It, the Contractor prints the inserts, the processing fee shall be included in the printing cost and shall be waived. Insert sizes will vary between: • Small - 8'/2" x 3'/2" • Medium - 8'/2 x 5'/2" • Large - 8'/2x 11 " I. Utility Bill Folding and Inserting 1 . Contractor shall fold statement to fit mail out or bulk envelope, as appropriate. 2. Contractor's equipment must have multiple page and selective inserting capabilities. 3. Typical bills include the statement, a return envelope, and up to three additional inserts. J. Mailinq 1 . The Contractor shall process and mail bills received by noon, local time, from the City the same day they are received. 2. The City of Corpus Christi will provide a monthly postage check to be held by the Contractor in a postage on hand account and drawn from as needed. The Contractor will obtain the best possible postage rates for bulk mailing. Page 4 of 5 3. Contractor shall provide a postage usage report monthly. Usage information will be utilized by the City of Corpus Christi to adjust the monthly postage check amount as needed. If at the end of the contract a credit balance is realized, the City should be reimbursed within 30 business days. 4. Contractor must provide document tracking for all statements. K. Access to Electronic Bill and Notice Images 1 . Contractor shall provide access for City staff via password secured internet site to exact replicas of customer bills in PDF format for a period of 12 months. 2. Contractor shall provide search capability based on account number, date and date range and bill number. 3. Contractor shall have capability to email bill image from the Contractor's site. 4. Contractor shall provide PDF image of each statement processed after mailing is completed. L. Invoicing 1 . Contractor shall invoice monthly. Invoicing must include itemized postage for number daily mail outs and daily postage rates. 2. The Contractor shall only invoice for work completed. 3. The Contractor shall itemize the services provided in accordance with the contract price sheet. 4. The Contractor shall list the number of bills printed for the period on the invoice. M. Warranty The Contractor is responsible for all costs associated with errant printing and mailing of bills that are at no fault of the City. 3. Post Award A. Timeline and Implementation 1 . Contractor will work with the Contract Administrator to coordinate between the City of Corpus Christi Utility Billing Office (UBO) staff members for all development, formatting bill, XML mapping, testing, to ensure the bill format is approved by the Contract Administrator. 2. The Contractor shall complete a full implementation within 45 days, upon final award of the contract. Page 5 of 5 use Attachment B: Bid/Pricing Schedule CITY OF CORPUS CHRISTI 0 Revised Pricing Form 05/09/2018 PURCHASING DIVISION RFP No. 1578 "c185`TO Utility Bill Printing, Mailing, and Insert Printing Services PAGE 1 OF 1 DATE: May 21, 2018 Information Management Solutions, LLC PROPOSER AUTHORIZED SIGNATURE 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing proposal. 2. Provide your best price for each item. 3. In submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. c. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. ESTIMATED UNIT TOTAL ITEM DESCRIPTION QTY UNIT PRICE PRICE 1.0 Implementation 1 LS $0.000 $ 0.00 2.0 Printing and mailing of statements and 1,643,000 EA $0.119 $ 195,517.00 notices 3.0 Printing and Processing of Small Inserts up 913,188 EA $0.018 $ 16,437.38 to four colors 4.0 Printing and Processing of Medium Inserts 913,188 EA $0.027 $ 24,656.08 up to four colors 5.0 Printing and Processing of Large Inserts up 913,188 EA $0.032 $ 29,222.02 to four colors 6.0 City Supplied Pre-Printed Insert Processing 913,188 EA $0.000 $ 0.00 Fee 7.0 Postage price per mailing 1,643,000 EA $0.378 $621,054.00 8.0 Statement and Delinquency Notice 2 EA $0.000 $ 0.00 Design Change (2 per year Maximum) GRAND TOTAL $ $886,886.48 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 cancellation, non-renewal, material Damage change or termination required on all Per occurrence - aggregate 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 Attachment. not domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 ERRORS & OMMISSIONS $1 ,000,000 Per Occurrence $2,000,000 Aggregate CYBER LIABILITY $1 ,000,000 Per Occurrence $2,000,000 Aggregate Page 1 of 3 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 Page 2 of 3 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 Purchasing - UBO Customer Utility Billing Services 03/27/2018 sw Risk Management Bonds are not required for this service. Page 3 of 3 Attachment D: Warranty Section 8. Warranty of this service agreement is null; warranty is not required. Page 1 of 1 RFP No.1578-Utility Bill Printing,Mailing and Insert Printing Services Sr.Buyer-Roberia Ortiz IMS- Formmaker QuesiMark Information CSG Systems, The Master's Municipal Code Pinnacle Data Information Proposal Evaluation Data Prose,LLC Level One Software Inc. Management Inc Touch,LLC Corporation dba KUBRA Systems Management, Solutions Inc Minimum Qualifications Must have operated continuously for a minimum of three Pass Pass Pass Pass Pass Pass Pass Pass Pass years as an established firm in providing some service No outstanding lawsuits during last 5 years or current litigation Pass Pass Pass Pass Pass Pass Pass Pass Pass with the City during last 5 years No outstanding regulatory issues last 5 years Pass Pass Pass Pass Pass Pass Pass Pass Pass References Provided for firm Pass Pass Pass Pass Pass Pass Pass Pass Pass Technical Proposal Technical Proposal(50 points) 47 43 38 39 39 38 36 34 13 Firms'Experience(16 points) Team Experience(14 points) Understanding of Project Scope(20 points) Interview Interview(30 points) 29 21 21 14 11 13 14 11 7 Firms'Experience(8 points) Team Identificaton(10 points) Understanding of Project Scope(12 points) Price Price(20 points) Is 18 19 18 20 18 18 19 12 Total 94 82 78 71 70 69 68 64 32 RFP No. 1578 - Utility Bill Printing, Mailing and Insert Printing Services Technical Proposal Results (50 Points) Committee Committee Committee Committee Committee Firm Name Member#1 Member#2 Member#3 Member#4 Member#5 Average 1. CSG Systems, Inc. 38 37 37 35 47 39 2. Data Prose, LLC 40 50 45 49 31 43 Formmaker Software Inc. dba 3. KUBRA 32 27 38 36 49 36 JIMS - Information 4. Management Solutions 46 50 44 50 43 47 5. 1 Level One 32 28 39 43 46 38 6. Municipal Code Corporation 26 40 42 37 46 38 7. Pinnacle Data Systems 24 46 23 32 47 34 QuestMark Information 8. Management, Inc. 20 2 14 19 10 13 9. The Master's Touch, LLC 1 29 47 37 40 44 39 Interview Results (30 Points) Committee Committee Committee Committee Committee Firm Name Member#1 Member#2 Member#3 Member#4 Member#5 Average IMS - Information 1. Management Solutions 30 30 29 28 30 29 2. jData Prose, LLC 22 30 24 20 9 21 3. CSG Systems, Inc. 14 17 27 19 30 21 4. The Master's Touch, LLC 14 12 24 16 6 14 5. Level One 7 9 24 14 15 14 6. Municipal Code Corporation 8 10 18 17 10 13 Formmaker Software Inc. dba 7. IKUBRA 7 6 17 13 13 11 8. Pinnacle Data Systems 9 6 1 15 1 15 1 11 1 1 1 QuestMark Information 9. Management, Inc. 4 3 9 17 3 7 Pricing Points (20 Points) Proposer with the lowest price is given the full 20 Firm Names Price Points points, the other proposers are given points by a ration. IMS - Information 1. Management Solutions $886,886.48 18 2. Data Prose, LLC $863,316.60 18 3. CSG Systems, Inc. $882,101.80 18 4. The Master's Touch, LLC $810,512.95 20 5. Level One $841,523.52 19 6. Municipal Code Corporation $876,215.29 18 Formmaker Software Inc. dba 7. KUBRA $880,235.07 18 8. Pinnacle Data Systems $849,545.62 19 QuestMark Information 9. Management, Inc. $1,323,440.80 12 se O �A v AGENDA MEMORANDUM CORPOPFuture Item for the City Council Meeting of July 31, 2018 NPS EO 1852 Action Item for the City Council Meeting of August 14, 2018 DATE: July 20, 2018 TO: Keith Selman, Interim City Manager THRU: Sylvia Carrillo-Trevino, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361)826-3227 Action Setting the City Council Meeting Date to Adopt the Property Tax Rate CAPTION: Motion setting September 18, 2018 as the date of the adoption of the ad valorem tax rate of$0.626264 per $100 valuation. PURPOSE: The fiscal year 2018-2019 proposed operating budget utilizes a tax rate of $0.626264 per $100 valuation in the determination of ad valorem tax revenue for fiscal year 2018- 2019. This tax rate includes an increase of two cents from the prior year's property tax rate to be used for residential streets as approved by the citizens on November 8, 2016. This agenda item is needed for the City to be in compliance with "truth-in-taxation" as it relates to the Tax Code in the event that the City's fiscal year 2018-2019 proposed tax rate exceeds the lower of the effective tax rate or the rollback rate. BACKGROUND AND FINDINGS: If a proposed property tax rate exceeds the effective tax rate or the rollback rate, whichever is lower, the Tax Code requires that the governing body must vote to place a proposal to adopt the tax rate on the agenda of a future meeting as an action item. This vote must be recorded. If the motion passes, then the governing body must schedule two public hearings on the proposal. The Nueces County Tax Office will be providing the City with the effective tax rate worksheet during the first week of August. In the event that the proposed fiscal year 2018-2019 tax rate of $0.626264 per $100 valuation exceeds the lower of the effective tax rate or the rollback rate, the Tax Code requires the governing body to take a vote to place a proposal to adopt the tax rate on the agenda of a future meeting as an action item, and the vote must be recorded. Two public hearings must also be held. If needed, we are planning on holding the first public hearing on August 28, 2018, and the second public hearing on September 11, 2018. Then the vote for the final adoption of the tax rate is scheduled to be held on September 18, 2018. Additionally, in compliance with the "truth-in-taxation" guidelines, the proposed property tax rate, effective tax rate, and rollback rate must be published at least seven (7) days before the public hearings. We are planning on publishing in the Corpus Christi Caller-Times on August 19, 2018. The last step in the "truth-in-taxation process" will be the approval of the tax levy in October once the tax rate is adopted and the property tax bills are processed by the Nueces County Tax Office. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Office of Management and Budget • City Attorney's Office FINANCIAL IMPACT: ❑ Operating Expense X Revenue ❑ Capital ❑Not Applicable Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - $ 120,873,385 $ 120,873,385 Encumbered/Expended amount of(date) - - - - This item - $ 120,873,385 $ 120,873,385 BALANCE - - $ - $ - FUND(S): General Fund$74,656,296 Debt Service Fund$42,356,947 Residential Street Fund$3,860,142 COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: • None se O �A v AGENDA MEMORANDUM CORPOPFuture Item for the City Council Meeting of July 31, 2018 NPS EO 1852 Action Item for the City Council Meeting of August 14, 2018 DATE: July 20, 2018 TO: Keith Selman, Interim City Manager THRU: Sylvia Carrillo-Trevino, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361)826-3227 Action to Schedule Two Public Hearings Related To Fiscal Year 2018-2019 Property Tax CAPTION: Motion setting a public hearing on the ad valorem tax rate for August 28, 2018 and a second public hearing for September 11, 2018 during the City Council meeting beginning at 11:30 a.m. at City Hall, 1201 Leopard Street, Corpus Christi, Texas. PURPOSE: The fiscal year 2018-2019 proposed operating budget utilizes a tax rate of $0.626264 per $100 valuation in the determination of ad valorem tax revenue for fiscal year 2018- 2019. This tax rate includes an increase of two cents from the prior year's property tax rate to be used for residential streets as approved by the citizens on November 8, 2016. This agenda item is needed for the City to be in compliance with "truth-in-taxation" as it relates to the Tax Code in the event that the City's fiscal year 2018-2019 proposed tax rate exceeds the lower of the effective tax rate or the rollback rate. BACKGROUND AND FINDINGS: If a proposed property tax rate exceeds the effective tax rate or the rollback rate, whichever is lower, the Tax Code requires that the governing body must vote to place a proposal to adopt the tax rate on the agenda of a future meeting as an action item. This vote must be recorded. If the motion passes, then the governing body must schedule two public hearings on the proposal. The Nueces County Tax Office will be providing the City with the effective tax rate worksheet during the first week of August. In the event that the proposed fiscal year 2018-2019 tax rate of $0.626264 per $100 valuation exceeds the lower of the effective tax rate or the rollback rate, the Tax Code requires the governing body to take a vote to place a proposal to adopt the tax rate on the agenda of a future meeting as an action item, and the vote must be recorded. Two public hearings must also be held. If needed, we are planning on holding the first public hearing on August 28, 2018, and the second public hearing on September 11, 2018. Then the vote for the final adoption of the tax rate is scheduled to be held on September 18, 2018. Additionally, in compliance with the "truth-in-taxation" guidelines, the proposed property tax rate, effective tax rate, and rollback rate must be published at least seven (7) days before the public hearings. We are planning on publishing in the Corpus Christi Caller-Times on August 19, 2018. The last step in the "truth-in-taxation process" will be the approval of the tax levy in October once the tax rate is adopted and the property tax bills are processed by the Nueces County Tax Office. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Office of Management and Budget • City Attorney's Office FINANCIAL IMPACT: ❑ Operating Expense X Revenue ❑ Capital ❑Not Applicable Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - $ 120,873,385 $ 120,873,385 Encumbered/Expended amount of(date) - - - - This item - $ 120,873,385 $ 120,873,385 BALANCE - - $ - $ - FUND(S): General Fund$74,656,296 Debt Service Fund$42,356,947 Residential Street Fund$3,860,142 COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: • None se GO � � �A O v AGENDA MEMORANDUM �ORPOPpt EFuture Item for the City Council Meeting of July 31, 2018 N 1852 Action Item for the City Council Meeting of August 14, 2018 DATE: July 25, 2018 TO: Keith Selman, Interim City Manager THRU: Sylvia Carrillo, Assistant City Manager FROM: Eddie Houlihan, Director of Management & Budget EddieHo@cctexas.com (361) 826-3792 Action to Schedule Public Hearing on Fiscal Year 2018-2019 Operating Budget CAPTION: Motion setting a public hearing for the City of Corpus Christi Fiscal Year 2018-2019 Operating Budget for August 28, 2018 during the regular City Council meeting beginning at 11:30 a.m. at City Hall, 1201 Leopard Street, Corpus Christi, Texas. PURPOSE: Section 102.006 of the Texas Local Government Code requires the governing body of a municipality to set the date for a public hearing and hold a public hearing on the proposed budget. Any person may attend and may participate in the hearing. BACKGROUND AND FINDINGS: Section 102.006 requires the governing body to set the date for a public hearing and hold a public hearing on the proposed budget after the 1511 day after the date the proposed budget is filed with the municipal clerk but before the date the governing body makes its tax levy. This action complies with these guidelines. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: n/a DEPARTMENTALCLEARANCES: 0 Office of Management and Budget • City Attorney's Office FINANCIAL IMPACT: ❑ Operating Expense Revenue ❑ Capital Mot Applicable Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - $ - $ - Encumbered/Expended amount of(date) - - - - This item - $ - $ - BALANCE - - $ - $ - FUND(S): General Fund$74,656,296 Debt Service Fund$42,356,947 Residential Street Fund$3,860,142 COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: • None se O AGENDA MEMORANDUM NCORPORPSE 1852 Public Hearing and First Reading for the City Council Meeting of July 31, 2018 Second Reading for the City Council Meeting of August 14, 2018 DATE: July 2, 2018 TO: Keith Selman, Interim City Manager FROM: Nina Nixon-Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Rezoning property at 6000 Yorktown Boulevard CAPTION: Case No. 0218-03 William B. Miller, Jr.: Ordinance rezoning property at or near 6000 Yorktown Boulevard from "RS-6" Single-Family 6 District to the "IL" Light Industrial District.(3/4 vote required) PURPOSE: The purpose of this item is for the sale of the property and to bring an existing nonconforming use of a building into conformity with the land's zoning. RECOMMENDATION: Planning Commission and Staff Recommendation (June 27Planning Commission and Staff Recommendation (June 27, 2018): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District (Tract 1). Denial of the change of zoning from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District, in lieu thereof approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP) with conditions (Tract 2). Vote Results: For: 7 Opposed: 0 Absent: 2 Abstained: 0 ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Staff has coordinated with the applicant to create a split zoning option to preserve the ability for reuse of the former Del Mar Distribution Building at an industrial capacity versus the outright granting of the Light Industrial District for the entire property. Planning Commission has agreed and recommended the spilt zoning proposal and amending the time extension to a period of twenty-four (24) months as a condition of the proposed Special Permit. CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for commercial uses. The proposed rezoning to the "IL" Light Industrial District is inconsistent with the adopted Comprehensive Plan (Plan CC). 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. 0218-03 William B. Miller, Jr.: Ordinance rezoning property at or near 6000 Yorktown Boulevard from "RS-6" Single-Family 6 District to the "IL" Light Industrial District (Tract 1) and "CN-1/SP" Neighborhood Commercial District with a Special Permit (Tract 2). WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of William B. Miller, Jr. ("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, June 27, 2018, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "RS-6" Single- Family 6 District to the "IL" Light Industrial District (Tract 1) and "CN-1/SP" Neighborhood Commercial District with a Special Permit (Tract 2) and on Tuesday, July 31, 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 William B. Miller, Jr. ("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 1 .067 acre tract being out of a 4.686 acre tract out of Lot 12, Section 10, Flour Bluff and Encinal Farm and Garden Tracts (Tract 1) and being described as 3.618 acre tract being out of a 4.686 acre tract out of Lot 12, Section 10, Flour Bluff and Encinal Farm and Garden Tracts (Tract 2), (the "Property"), from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District (Tract 1) and "CN-1/SP" Neighborhood Commercial District with a Special Permit (Tract 2) (Zoning Map No. 044031), as shown in Exhibits "A", "B", and "C". Exhibit A and B, are metes and bounds descriptions of the Property, and Exhibit C, 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 Special Permit granted in Section 1 of this ordinance is subject to the Owner following the conditions listed below: 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code (UDC) in Section 5.1.5.13 "Warehouse and Freight Movement" except bus barn, coal and coke storage and sales, milk distributing station, the stockpiling of sand, gravel, or other aggregate materials, Section 5.1.4.H "Self-Service Storage", and Section 5.1.4.1 "Vehicle Sales and Service" except auto rental, auto upholstery shop, bicycle and watercraft rental, boat and recreational vehicle sales, camper shell sales and service, manufactured home sales, repair and service of RVs, boats, and light and medium trucks, vehicles sales or leasing facilities, and vehicle service, heavy. 2. Setback: A setback at a minimum of 20 feet shall be maintained from any residential property. No buildings or storage shall be allowed within the setback. The existing screening fence shall be maintained in good condition. 3. Outdoor Storage: Any outdoor storage occurring within 50 feet of a property line shared with a residential use shall not exceed 20 feet in height. 4. Dumpsters: No dumpsters or refuse receptacles shall be located within 20 feet of any property line shared with a residential use. 5. Landscaping: If the use of outdoor storage or an addition to the existing building occurs, landscaping shall be installed in accordance with the requirements of the Unified Development Code (UDC) along Yorktown Boulevard. 6. Lighting: All lighting must be shielded and directed away from abutting residences and nearby streets. Cut-off shields are required for all lighting. No light projection is permitted beyond the property line. 7. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. Outside paging, speakers, telephone bells, or similar devices are prohibited. 8. Hours of Operation: The hours of operation shall be daily from 6:00 AM to 9:00 PM. 9. Other Requirements: The Special Permit conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 10.Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within twenty-four (24) months of this ordinance, unless a complete building permit application has been submitted or, a certificate of occupancy or UDC compliance has been issued. The Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 4. The UDC and corresponding UDC Zoning Map of the City, made effective July 1 , 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 5. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 6. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@1407D93E\@BCL@1407D93E.docx Page 2 of 7 SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@1407D93E\@BCL@1407D93E.docx Page 3 of 7 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 C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@1407D93E\@BCL@1407D93E.docx Page 4 of 7 STATE OF TEXAS Tract 1 COUNTY OF NUECES Field notes of a 1,067 ale tract being 1x11 of a 4.686 acre tract out of Lot 12,Section 10.Flour Bluff and Enctinal Farm and Gurden Tracb,as shown on a map recorded in Volume A.Pages 41 —43,Irinp Rectxtls u(Nueces County. Texas,said 4.6*lore tract also being out of the 47.31 aLm Uel Mar Distributing tract,described in a deed morded to Volume 1660,Puge IU7.Deed Rctvrds of Nuars County,Texas,said 4.686 acro(rat-t also being a purtkm of a 2.42 acre tract described to a deed rtcortl ed in Volume 2331.Page 862,decal Records of Nueces County.Texas. Said 1.067 acre tract being more partiA ularty de"bed as follows: BEGINNING at a point in the common line of the northeast right of wu)of Yorktown Boulevard mud said 4.686 acre trust,tax an interior comer of a 3.618 u-m tract sunryed this day by Briaer Sunrying,and fix the south,,urner or this sursry.from WHENCE u""re-bar set in the nurft"right of way of YorktA,wn Boulevard.tar the west corner of the 2.15 acre Charles L Berns tract,described in a deed re:corded in Dexument No.2013032477.Deed Records of Nuecrs Courny,Tesas,for the south corner of said 4 686 acre tract,and for the south cermet of said 3.618 acre trasi.bears South 61'24'40"East.a dimarvLv orf 4.61 feet. THENCE with the common line of said 3.618 acre tract and this surrry.North 28°41J'4y"East,a distance of 214,61 feet to a puirnt,for an interior corner of said 3.618 acre trwt.and for the rast corner of the stu vey. THENCE with the common :ine of said 3.616 acre tract and this surrey,.North 61'26'20"West,a distance of 216.63 feet to a point,for an interior corner of said 3.618 acre tract,and for the north corner of ibis swsry. THENCE with the oommtm line of said 3.618 rise tract and this survey.South 28°41'22"West,a distance of 214.50 feet to a point in the common line of the northeast right of way of Yorktown Boulevard and said 4.686 acre trait.lot an exteriur corner or sa.d 3.618 acre tract,and fur the west sumer to this survey THENCE with the common lime of the northeast right of way of Yorktown Boulevard,said 4.686 uze tract.and thn survey.South 61'24'44r Fust,a distancY of 216.67 feet to the POINT of BEGINNING of this tract,and containing 1,067 acres of land.more of iess. Notes_ 1.)Bearings are based on Glubal Poskiuning System(NAD 153(y3142U5 Datum. 2.1 A Map of equal date accompanses this Metes and Bounds descrrpttun. 3.)Set 518"re-bar=re-bar set with yrllow plastic cup labeled Brister Surveying. 1.Ronald L Brister do hereby certify that thts iurvey of the property legally described herein was made on the ground this day April 3.2018 and is currect to the best at my knowledge and belief. Ronmld .Brutsr.RPLS No.5407 Wic lune 27,2[1 1& trOFT is RONALD E BRISTER �y n 4a,Nn txtlalh Exhibit A C:\Users\legistar\AppData\Local\Temp\BCL Tech no logies\easy PDF 8\@BCL@1407D93E\@BCL@1407D93E.doex Page 5 of 7 STATE OF TEXAS Tract 2 COUNTY OF NUECES Field notes of a 3.618 aim tract being out of•a 4.686 acme tract out of Lot 12,Section 10.Flora Bluff and Encina) Farm and Gurdm Tracts,as Owwn on a map recorded in Volume A.Pages 41-43,Map RCWrds of Nueoes County, Texas.said 4.686 acre tract also being out of the 47,31 acre Del Mar Distributing trait,described in it decd recorded in Volume 1660,Page 107.Deed Records of Names County.'rexax said 9.686 acre trot also being a portion of a 2.42 ate tract described in a deed recorded in Volume 2331.Page 862,deed Records of Nuars County.Texas. Said 3.618 acre tram being more particularly described as folknvs BEGINNING at a 518"re-bar set in the ruirtheam right of way of Yorktown Boulevard,fur dx north corner of a 0.31 acre tract conveyed to the City of Corpus Christi.described in a deed recorded in Ductumni No.2010003681, Decd Records of Nuems County.Texas,(o the west corner of said 4.686 acre trap.and for the west corner of this sunny. THENCE with the common line of said 4.686 acre tract and this survey.North 28°35'19"East,at a distance of S.UO feet piss a 518"re-bar ad.for the south corner of Lot I,Block 2,King',,Point Unit 3,as shown on a map recorded in Vulume 64.Pages 231-233.Map Records of Nueces County.Texas.from WHENCE a N8're-bur found in the common Ione at the soutiseast right of way of Lure Boulevard and the northwest litre of I.ut 1,Block 2,bean Noah 61°24'41.1"Woo a distance of 3.14.04 feet.TH E NCE North 2is`35'21y'East,u distance of 20.94 fi+et.and in all a total dutan)t of 378.00 led to a point in the lout crost I ithe of Lot 1.Block 2,fur the west csxrher u1 La 12.Block 2, for the north corner of sad 4.6116 acre trail,and for the north loftier of this survey.Irom WHENCE a Stir"re-bur for south corner of Lot 9.Block 2,beurs North 28"35'19"East,u distance 125.58 fees. THENCE with the cummun litre of the suutbwesl line of Lot 12.Block 2,said 4.686 acre tra-t.aril this survey. South 61°24'40"Earl,at a disc ce of 0.2 U feet pass a 518"re-bur found.at a distmice of 539.80 feet piss a 518"re- bar found,and in all a total distance of 539,96 feet to a point in the common line of Lots 1 I and 12.Section 10 and the rarthwtsl Ione of Lot 13.Block 4.King's Poim Unit 5.Volume 64.Pages 7-S.Map Records of Names County. Texas,kor the south carrier of Lex 20,Bkx-k 2.1or the east currier of said 4.686 acre tract.and for the east turner of this sun-ey,from WHENCE u-""m-bar found for the east cattier of List 26,Block 2,North 28135'19"East,u distance of 346?9 feet. THENCE with the common line!sots I 1 and 12.Section I It list 13.Block 4.said 4.686 acre tract.and this survey. South 28'35'19**West,a distance of 378.0(feet to 510"m-bar set in the northeast right of way of Yorktown Boulevard,for the west corner of arc 2.15 acre Clarks L.Benys tray.described in u dead recorded in Uuctumm No.2013032477.Deed Rmxmh of Nuems County,Texas,fur the south turner of said 4.686 acre tract and for the south co neer of this survey. THENCE with the common line of the mtrtheusit right of way of Yorktown Boulevard,said 4.686 acre tram and this strsey.North 61"-4'40-West.a distumv of 4.61 feet to a pont In the corrtmott lite of the nuitheat right of way of Yorktown Boulevard and said 4.686 acre tract.for the south comer of a 1.067 acre tract sur-eyed this day by Brauer Surveying.and fir an eeteriur corner of this aunty. THENCE with the cummin Ione of said 1.067 acre ifa,t and this survey.North 28`40'49'East,a d6tamt of 214.61 feet to o point.ria the eau corner of said I.u167 acre tact.and fur an interior cower of this mrvey. THENCE with the common line of said I.U67 acre tract and this survey.North 61'26'2(r West,u distance of 216 63 feet to a point.for the math carrier of said 1.067 acre tract.and our an interiur comer of this survey. THENCE with the cumnnun line of said 1.(67 acre tray and this survey.Soo is 28°41'22"West,a destam-c of 21A SU feet toa point in the common line of the tuxthmi right of way of Yorktown Boulevard unhd said 4.686 acre tract,for the west comer elf said 1,(67 ate tract,and fur an exterior comer of this mu-my. THENCE with the common line of the northeast nSM of way of Yorktown Bwlevard_suid 4,686^;m tract,and this wrvco.North 61'24'4(T"West.a distance of 318.68 feet to the POINT or BEGINNING of this vat,and containing 3 618 acres of land,mune or less. Notes: I )Bearings arc bossed on Global Pusiliooing System NAD 83 1937 4203 Dutum. 2)A Map tit equal date accvmpunies this Meters and Bourhdx deAriptwn. 3.)Set 518"re Ixa=re-bar set with yellow plastic cap labeled Brister Survey ins. 1.Ronald E.Buster do hereby certify that this survey of the property legally desuibetl bemin was made on the ground this day April 3.2u18 and is correct w the best of my knowledge and belief. 1 ' Ronald Ej Bolster.RPLS Nci.3407 Date:lune 27.2018. r EOFr oc�r�ao'Jh uRONALDM Exhibit B Job Nos. 1811431 C:\Users\legistar\AppData\Local\Temp\BCL Tech no logies\easy PDF 8\@BCL@1407D93E\@BCL@1407D93E.doex Page 6 of 7 '1:lHli1Y']vo1NL\ � i tlNi•11fIMll ���� VItNVIfR[NIttYW I_ •-A�(�1' t2nlvumdi�.lo�i iUvv Ly R 1 4R-9r 3 CuIr Y1� .1 7�Qi0 38��4 A N g �hR�` j c�4 v'UVIDVR ~�, I ..a a.s I I a 3 II 9 I I h5 Cu L I I 4rcA>am iIl{t�W ` IFvnv nm�.r! - �P [alvu•1mifAYluwnu ur[u mv+�.. ..,... >�oalolrwau ® F� Exhibit C C:\Users\legistar\AppData\Local\Temp\BCL Tech no logies\easy PDF 8\@BCL@1407D93E\@BCL@1407D93E.docx Page 7 of 7 PLANNING COMMISSION FINAL REPORT Case No. 0218-03 INFOR No. 18ZN1004 Planning Commission Hearing Date: June 27, 2018 = Owner/Applicant: William B. Miller, Jr. ma�o Location Address: 6000 Yorktown Boulevard Legal Description: Being 5.205 out of Lot 12, Block 10, Flour Bluff and Encinal Q w Farm and Garden Tract, located on the north side of Yorktown Boulevard, east 0 of Loire Boulevard, and west of Cimarron Boulevard. *, From: "RS-6" Single-Family 6 To: "IL" Light Industrial District 'c s Area: 5.205 acres N Purpose of Request: For the sale of the property and to bring an existing nonconforming use of a building into conformity with the land's zoning. Existing Zoning District Existing Land Use Future Land Use = Site "RS-6" Single-Family Light Industrial Commercial ca _ North "RS-6" Single-Family Low Density Medium Density N Residential Residential N South "RS-6" Single-Family Low Density Medium Density = Residential Residential N J East "RS-6" Single-Family Low Density Low and Medium X Residential Density Residential Lu West "RS-TF" Two-Family Vacant Commercial Ca Area Development Plan: The subject property is located within the boundaries a c of the Southside Area Development Plan and is planned for commercial uses. M ° The proposed rezoning to the "IL" Light Industrial District is inconsistent with a o the adopted Comprehensive Plan (Plan CC) and warrants an amendment. o Map No.: 044031 a Zoning Violations: None ° Transportation and Circulation: The subject property has approximately 536 feet of street frontage along Yorktown Boulevard which is designated as an L ° "A3" Primary Arterial Street. According to the Urban Transportation Plan, "A3" CL N Primary Arterial Streets can convey a capacity between 30,000 to 48,000 _ Average Daily Trips (ADT). L Urban Proposed Existing Traffic Street Transportation a°i Plan Type Section Section Volume L O N Yorktown "A3" Primary 130' ROW 130' ROW 14,279 Boulevard Arterial Street 79' paved 40' paved ADT (2013) Staff Report Page 2 Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the ""RS-6" Single- Family 6 District to the "IL" Light Industrial District on 5.205 acres for the sale of the property and to bring an existing nonconforming use of a building into conformity with the land's zoning. Development Plan: The subject property is comprised of 5.205 acres. The owner is requesting to rezone to the "IL" Light Industrial District. The applicant explains that the purpose of this zoning change request is to allow for the current use of the property to conform to the Unified Development Code (UDC). This building was originally built in 1982 prior to the city annexing this section of Corpus Christi. The existing building is 32,099 square feet in size. The use of the property has been for distribution purposes (Del Mar Distribution Company) since its inception. There are no current plans to expand the existing building, however, the owner is also seeking this change to ensure that his business or a future similar business is not in jeopardy of expansion based on the current zoning. Existing Land Uses & Zoning: The subject property is currently zoned "RS-6" Single- Family 6 and is a portion vacant land and a portion with a 32,099 square foot building. The subject property and surrounding area was annexed in 1989. To the north and east are single-family residential subdivisions (King's Point Unit 3 and 5, 2005) zoned "RS-6" Single-Family 6 District. The bordering single-family residences along the subject property were constructed between 2005 and 2012. Additionally, to the east is a large unplatted single-family property also zoned "RS-6" Single-Family 6 District. To the south is Yorktown Boulevard and a single-family residential subdivision (King's Crossing Unit 14B) zoned "RS-6" Single-Family 6 District. The single-family residences were also constructed between 2005 and 2012. To the west is a vacant tract (King's Point Unit 3, 2005) that was rezoned to the "RS-TF" Two-Family District in 2004. 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 "IL" Light Industrial District is inconsistent with the adopted Comprehensive Plan (Plan CC) and with the following policies of Plan CC: • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). • 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). Staff Report Page 3 • High-intensity commercial and industrial areas should be buffered to provide transition from low-density residential areas (Southside ADP, Policy Statement B.6). • 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 to the "IL" Light Industrial District is inconsistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment. • The proposed rezoning is also incompatible with neighboring properties and with the general character of the surrounding area. This rezoning may have a negative impact upon the surrounding neighborhood. • The property is currently a portion vacant land and a portion with a 32,099 square foot warehouse style building and approximately 30 feet in height. The building was constructed in 1982 (7 years prior to annexation). • The subject property is located midblock between South Staples Street and Cimarron Boulevard, a remaining "RS-6" Single-Family 6 tract annexed in 1989, and has never been developed further and is surrounded by residential zoning districts. • The character of the Yorktown Boulevard corridor between South Staples Street and Cimarron Boulevard is primarily lower intensity commercial uses and the rear yards of single-family residences. • Specific uses along the Yorktown Boulevard corridor: o At the major intersections: Pharmacy, two convenience stores/fueling stations, and two churches. o Midblock: Two existing small shopping centers, one shopping center under construction, a proposed dialysis clinic, a church, a funeral home, the rear yards of approximately 36 single-family homes (King's Crossing Subdivision), and vacant properties zoned "RS-TF" Two-Family District or "CN-1" Neighborhood Commercial District. • No industrial zoned properties or uses exist along the Yorktown Boulevard corridor from Weber Road (State Highway 43) to Cimarron Boulevard. • Proposed development along and near the Yorktown Boulevard corridor includes a shopping center and dialysis clinic, Veteran's Memorial High School, proposed multi- family apartment complexes, and infill residential development. • Additionally, the proposed Del Mar College south side campus will be located on the Yorktown Boulevard corridor approximately 1.5 miles to the east of the subject property. Del Mar College is projecting the south side campus to have a population of 6,000 students by 2020 and an additional 14,000 students by 2030. • Since the requested "IL" Light Industrial District is inconsistent with the adopted Comprehensive Plan (Plan CC), a Special Permit is a viable option of allowing the redevelopment of the existing nonconforming building. • Staff has recommended uses for the building that are in line with a warehouse/distribution center use while restricting uses that may pose a risk or nuisance to neighboring single-family residences. Additionally, staff has proposed limited hours of operation as a condition of the Special Permit. Planning Commission and Staff Recommendation (June 27, 2018): Staff Report Page 4 Tract 1: Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District. Tract 2: Denial of the change of zoning from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District, in lieu thereof approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP) with the following conditions: 1. Uses: The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code (UDC) in Section 5.1 .5.13 "Warehouse and Freight Movement" except bus barn, coal and coke storage and sales, milk distributing station, the stockpiling of sand, gravel, or other aggregate materials, Section 5.1.4.H "Self-Service Storage", and Section 5.1 .4.1 "Vehicle Sales and Service" except auto rental, auto upholstery shop, bicycle and watercraft rental, boat and recreational vehicle sales, camper shell sales and service, manufactured home sales, repair and service of RVs, boats, and light and medium trucks, vehicles sales or leasing facilities, and vehicle service, heavy. 2. Setback: A setback at a minimum of 20 feet shall be maintained from any residential property. No buildings or storage shall be allowed within the setback. The existing screening fence shall be maintained in good condition. 3. Outdoor Storage: Any outdoor storage occurring within 50 feet of a property line shared with a residential use shall not exceed 20 feet in height. 4. Dumpsters: No dumpsters or refuse receptacles shall be located within 20 feet of any property line shared with a residential use. 5. Landscaping: If the use of outdoor storage or an addition to the existing building occurs, landscaping shall be installed in accordance with the requirements of the Unified Development Code (UDC) along Yorktown Boulevard. 6. Lighting: All lighting must be shielded and directed away from abutting residences and nearby streets. Cut-off shields are required for all lighting. No light projection is permitted beyond the property line. 7. Noise: Noise regulations shall be subject to Section 31-3 of the Municipal Code. Outside paging, speakers, telephone bells, or similar devices are prohibited. 8. Hours of Operation: The hours of operation shall be daily from 6:00 AM to 9:00 PM. 9. Other Requirements: The Special Permit conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 10.Time Limit: In accordance with the UDC, this Special Permit shall be deemed to have expired within twenty-four (24) months of this ordinance, unless a complete building permit application has been submitted or, a certificate of occupancy or UDC Staff Report Page 5 compliance has been issued. The Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Vote Results: For: 7 Opposed: 0 Absent: 2 Abstained: 0 Number of Notices Mailed — 36 within 200-foot notification area 5 outside notification area 0 As of May 25, 2018: In Favor — 0 inside notification area o — 0 outside notification area z In Opposition — 4 inside notification area a — 0 outside notification area Totaling 5.07% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\0218-03 William B.Miller,Jr\PC Documents\Staff Report_0218-03 William B.Miller,Jr.docx Staff Report Page 6 a r,� !L4,25 # D 21 CIF_g f2 r4 fi gas-rr 23 � � o 36 �� •� Y3 — 8 }g 5 JIM; , — ��' 39 � — o f 9 29 llly� LO S 14 Ifto JRAU a � J � �m�� etR10Mttl � { T �cFaoartma,fnr derefopooer . CASE: 0218-03 ZC?NIN13 $ NOTICE AREA i RlF1 MWIIrlm111'9 � Lljlf lFdernol p� 3 MrRYHItr 2H ..—yInuu. I J� NM Q mwbKw ld 8 pyp Pi....d..H 6...0-1, J 8N PrOlen101MI cm- 8910 1Q NMa1T M.tYlmlly AT A84SVyk F—W.. 191-7 NngRbornaw Cew111irtllrl R84.6 GOgk Flm;ly45 cm-1 .1gh.ilwoa[.mm.Bri R&-TFT -pomllF 091-7Rer Gt C-.-VI M9 l lIna.-F..mily u ew.2 Rewm€Om 'Hi RERlaW r7Rl EatIIM W.} rwr++rdi Gcmm�rcyi R&lAl loan w I C0.t Erne: G-1.1 tlP ZpnLil Pdrmlt cl »wmry t i.l RV R"rrew.alAhic4P.* j f eeo nawmaurt Call Xertiil ff •fi 4R 7 R.avr t .rcm RMN Ylnu Aiandltl NOM! ftfiY� nR „lrM eaii^I r4� ti BP 649�ne9l PlRS I j'7l�S.NY RypMy 0 Zr l G)iL I�LJ� ik`lhh OURS �1 mY-a ---�..--.--.... lAl�1'rr yV Oii, s --:- ._ .. C. -r—. * - arrwrxw Pal. h�fblP—' LOCATIi)FW MAP .. ehli ImiL Staff Report Page 7 Persons oaths disaNlitrrss plarsning to altand this MPating,who mn tequite special services,are requested to contact the Developmerii Services Deparimenl Al ieasl 48 hours in advance al 1361)826-3240.ixersonas can incapaeidades. Qua tienen_la_i!!tengiOR de gsimir a esta Iunray gree requieren{.grvloos especiales, se les supliea cu-r den avisa horas antes de is iunta llamando al dep'artamcnta de seruiclos de deszrrnllo,al nti mere f3d1)9W24 Q. If yGo wish to address the ommission during the meeting and your English is Irmlted,pltast call the Developtnerrt Services Department at(361) 826.3240 at Feast 48 hours in advance W requeml an Interpreter be present during the rrleeting. Si casted dasea dirieiirse �.- la commission durance Ie iunt, nu ipgI63 es iirrlllado; (avur de ilamar al degamento de serviiCttrs r'r:r!r- -,rr:rllr),"I r lmPs4� $1� $- $Q_ I merps_4Shora%antes de la lunla para spliCrtar uointErprataser preseiileC4rtlli".L:It1 LI`lil. T CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Gaspe No. 0248-02 William S.Miller,Jr.has petitioned the City of Corpus Christi ter consider a change of zoning from the 'IRS-61'Single-Farnily 6 District to this"IL" Light Industrial Distripj resulting in a chap a to th Future l=and Use Map.The property to be razoned is described as,, 6000 Yorktown Boulevard and being 5-205 out of Lot 12, Block 9o, Flour Bluff and Encinal Farm and Garden Tract, located on the north side of Yorktown Boulevard, cast of Lairs Bdulava7d,and wast of+Cimarron Boutevatrel- The Plan ning Comms ss ion may recomm end to City Council approval or denial r or approval of an intermediate zoning Classification andlor 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 reflaet the approved zoning. The Planning Cornmissioa will-conduct a public heating For thils rezoning request to discuss and forrnutate a recommendation to the City Council.The puMc hearing will be held on Wednesday, May 30,2018,during one of the Planning ommMioil's regular meetIngs, whlch begins at 9:30 Pm_ in the City Council Chambers, 1201 Leopard.Street- You are invited ler altend this pubfic hearing to express your views on this rezoning request. For more inform a ion,please call(3B 1)62"240- To BE ON RECORD,TIiiS FORM MUST BE FIL LEO OUT,SIGNED BY THE CURRENT PROPEFM CWNE€tfSl AND KOAFLED IN ITS ENT1REff TO THE DEVELOPMENT SERVICES DEPARTMENT, P'.O-BOX 9277,CORPUS CHRISTI,TEXAS 711489 9277, ANY INFORMATION PRWDED BELOW SECOMIES Pl101-1C RECORD, NOTE: In accardenea wltll tie Planning Commisslon Bye-Laws,ria disculmian shall ba held by a niombor Dr members of this Gnrwiselan with an appilcantor appallantconcerning an application or appeal,either at home or off!ra,or fn person, 4y tnle"one call or by loiter. tarinted Name=_ {_ ALrldress' G ;L All [1 ((t- F P- 0it7r'75bole_ r U6 hrii sh. + ( ) IN FAVOR 1� IN OPPOSITION Pilule= L` _t � SEE MAP ON REVERSE SOE Case No 021-03 IWFOR.Caso No-:1 eZNJ 1104 ProjaCt Managar:Andrew[limas PrPpSaAy Chvhw Irl-1 Emil:ondrowd2.12cekex9e.C13M Staff Report Page 8 Persons with disabilities planning to attend this mesting, who may require speaal services, are requested to content the Devetopment Services Department at[asst 48 hours in advance et(361)926.3240, Personas coon inC2Dacidarf n Ig. r rggrv0Qi2§ mKriales, se les suplica quo den avi 4 horas antes de la junta Itarnando a1 denartamento de serwicios de desarrorlo, at numero(MI) 826-3240, If you wish to address the Commission during the meeting and your English is limited, please call Ifie Development Services Department at(361) 826-3240 al least 48 hours in advance to request an interpreter be gent during the I meeting- Si usted desea dirirtirse a la cornmissloa durafll 121�u 1 su inul6s es limit ado, favor de Illarnar �I �gpartamento de servidos de desarrolto a1 nurnera Q61)826-3240 at mends 48 horas Snte§de la lunta para solicilar uriint8rpreto ser prinl6(preto ser preswite duranle la lunta. CITY PLA NNfNG COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0218-08 William B.Miller,Jr.has petitloned the City of Corpus Christi to consider a change of zoning from the "RS-6" Sinslle-Family 6 District to the 41 L" Light Industrial District resulting in S change to the Future Land Use Map,The property to be rezoned is described as: 6000 Yorktown Boulevard and being 5-205 out of Lot 12, Block 40, Flout` Bluff and Encinat Farm ;and Garen Tract, located on the north side of Yorktown Boulevard, east: of 'Loire Boulevard,and wrest of Cimarron Boulevard. The Planning Comm isslan may recommend to City Council approval or danial,or approval of an intermediate aaninq classification andlor Special Permit. Approval of a. GYlange of zoning, if inconsistent with the City's Comprehensive Flan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission wilt conduct a public hearing for this rezoning request t4 discuss and formulate a recommenda0on to the City Council- The public hearing will be held on Wednesday, Mpy 30 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 thin public hearing to express your views on adds rezoning request-For more information, please null(381)826.3240. Ti=l$E ba RECOI`l),THIS FORM r-AusT BE FILLED UUT.SIGNED BY THE CURRENT PROPERTY OWNER(S)AND MAILED IN IIT$ ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P_O. BOX 9277, CORPUS CHRISTI, TEXAS 7t3459- 9277- ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECOf*, ..- ------_ --------- _ _---_- s-.— — NOTE: In accordsnae with ttye Plannln�g Carrvmisslan @�t�aws,no 4is�ue�lefn rfiell he held by a m-ember or memb$re of this Commission wlth an applicant or appellant concerning an application or appeA.elthrer at home or office,rar In pgrdorr, by relephone call or by letter. Pring Name: Addren: cfty1i:ate; ( } IN FAVOR ( IN OPPOSITION Phane: Vq LI-d IIJI � REASOK Signature SEE MAP ON REVERSE SIDE Casa No,02'18 ]3 INFOR Case No.: t6ZNi%4 Project Maflegr;Andrew Dimas Property Cswrmr I D.7 Email:andre.d2QcdWxas.corn Staff Report Page 9 Persons with disabilities plonning to allerld This meeting,wbo may require gpecW sarvlces,ars ragoesied la conlacl the J)evelopmant Services 0epartrmenl al least 48 hours in advance at(391)IS 3240_Personas can innarr,9 i[l 1+'ry �ue tlenen !2rnlpnci6t1 de aslstir a esia lunia V Quin(EQUiONo serMig._es omiiNgs,je JEL2VA10_I vie,def 11;,_i 06 bores antes de la/ante Itamando al departamento de§MlQl2a dftarroEla.al numaro r361)&26.3240_ Ir you veiwh Ib address the Commission during the meeting and your EngtIsh IS limited,please call the Development Servicca Clk4N6rlrv%&nl at(337}a2Fi-3244 at least AB hour$4r7 edvaiic4 10 ieyue?�t drr irileripe1w Lve Wtnmrnt Owing the meeting_ Si usled desaa rllri irs a la oornmission Ilmltada, rawrsr da Irani r at d9 aAameinio de senriclos d d e. rr— 2£r-32Afl at mends Ab hares antes de la lunta Para sd_ieitar Wn inliMEgig 2Z pMgnte durante la junta CITY PLANNINQ COMMISSION PUSU.HEARING N077CE Rezoning Case No. 0218-03 William B.Miller,Jr,hm petitioned the City of Corpus Christi to consider a change of zoning from the "RS-6"Single-Family 6 District to the"IL"LightInduetriat District,rasuttingt in a change tc ttw Future Land Use Mats.The properly to be ruined is dwwAhied As• 6000 Yorktown Boulevard and being 5.205 out of Lot 12, Black 10. Flour Bluff and Enclnal Farm and Girders Tract, located on the north Bide of Yorktown Boulevard. east of Loiro Houlevard,and west of Cimarron Boulevard. The planning Commission may recommend to City Council approval ordenial,orapproval of an Intermediate zoning classirrcetion and/or Special Permit,Approval of a change of awning,it inconsistent wills the City's Comprehensive Plan,roll also have the effect of amanding the Comprehernsirre(Plan to reflect(he approved zoning. The Flannirrtg Commission will conduct a pubric hearing for this rezoning request to discuss and formulate a rammrn,andalion to the City Council.The public hearing will be held on Wednesday,Mair 30 2418,during one of the Planning Commission's regular meetings, which begins at 5:30 n.m., its the City Council Chambers,1201 Leopard Street.You are invited to attend this public heading to express your views on this rezoning request.For more irlfonnalion.please calf(361)826-3240. TO BE ON RECORC.THIS FORM MUST BE FILLED O LIf.SIGNED BY THE CURRENT PRC PERTY CWNER(S)AND rAWLE❑ IN ITS ENTIRETY TO THE DEVELOPMENT SFRvICES DEPARTMENT.I'.C,Evst 9277,CORPUS (lHRMTL TEXAS 78413e- 9277. AMY 114F€RMATIDN PROVIDED BELOW BECOMES PUBLIC RECOM. N07E: M1 nmordanoe Wath the Plannirr8 Commnfrislon 6y-t.ewy,no dlscusila i"ll tri hM by a member or members of 1lrls Commisslon With art applicant or appelJant concaming an application-of appeal.elthrr at home or Agra,or In parson, bytrrapherm tall of by latter. Printed game: Address: { j IN FAVOR ( N OPF"oSITiom Phone; i REASON; jumfure SEE MAP ON PE-Vr:RB'E SPD1= �t' Case Nftt 021$-03 INFOR Gass Nv.:18zN1004 Kr"M RW99ar:Andrew uJmas Property aw)sr ID:21 Em®II;andrewrd24rr:ctena5.um Staff Report Page 10 Persons with planning to atteM this rrise4ing,who may require Weeldl services,ars requ+rsted to contact ttae Devekopmerd Services Department at least 48 hours h advmaue at(3151)826-5240. PerSorlas can inca>}ac lades. ue flemala in enci©n de asistir a e5W lunla y inue rimKiWan se I.ms ski II $que den aviso 48 rt l la-tunla ilamanda al cie rtarnen!2 Qa gervfcios do dasarrolo.at 'Uri :-o 0) 826-32417. If you wish In address the Commission during the rn"Lir,g and your hagfish is limited, please cal the Devetopmeni Services Department at(361)828-3210 at leant 48 hows In advance to request an interpreter be presient during the rnso iryg. -j.usled dasan dlrirtlrss a la ingmrnissfon durarrtg la junta v sia inglos as limilado- favor de hamar at W mento de servityas de 2 f c el rs(r ere C.i61?82t3- 246 el rnen,�Md8 horas antes de la unta rwasollcliar un IntdrQ11`94e ser orasente durarile la junta, CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0216.03 Wil liarn S.Miller,.lr_has petitioned the City of Carpus Christi to cansider a Chipngc of zoning from the "RS-6"Single-Family 6 District to the"IL"Waht InM.usthail 1)istriet, resulting it1 a change to tho Future Lanni Use wtillars.The property to be rezoned is described as: 6000 Yorktown B-rulevard and being 5.205 out of Lot 12, Block 10, Flour duff and EncinaI Ferro and Gardan Tract, located ion the north side of Yorktown Boulevard, east of Leire Boulevard,and unrest of Cimarron B culeuard, 'fh�e Planning Commission may rec remand to City Council apprvvljI OF denial, Dr approval of an fntermedfale zoning classfl'icaMn andior Sperlal Permit. Approval of a change of zoning, if Inconsistent with Ow City's Comprehensive Plan,will also have the effect of amending the Comprehensive Plan W reflect the approved zoning. The Manning Commission will conduct a ptlhUC hear rg t-ir this rezoning request to discuss and formulate a recommendation to the City Cminell. The PUNC hearing will be held on'Wedrwaday. M,,,�r� 0.2918. dWng one of the Planning) Commission's regular meetings, whloht begins al 5:30 o.m.. in the City Council Chambers, 1201 Leopard Street.You are invited to attend this pubic hearing to eWess your views on this rezoning r-egwest. For m"inkrinafion"please call(361)826-32413- TO BE ON(RECORD,THIS FORM musT uE FILLj—E670Uf—SIGNED BY THE C URRE0770kOPERTY CYWNERi5)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES MPARTMENT, P,0,8GX 9277, CORPUS CHRISTI,TMS 784W 9277, ANY INFORMATIOn PROVIMM-PELO BECOMES PUBLIC RECORD. NOTE: In aecordanca with the Planl,lrlg Commissfon By-laws,no diecusslnn shall toe he) by a mamber or rnsmben of this CommissIbn Witty an applicantOr appetlant conceming an applIcation ur appeal,elther at hems aroftt e.crs In person, by talophone pall ar by letter- Printed Name'. L/, 7� _- !. Address: r't 1 1 CifylStater ( } IN FAVOR IN OPPOSITION Phone: 007 REASON: 7/ , s r)tj 5f�nalurg SEE MAP Oh REVERSE SIDE Cam!No.02115-133 INFOR Case No. 18ZN1004 Pru[ect V@nager:Andmv Dimas PrtrpertyOwnerIV.2E Email andrewd2@cctexas coirn Il I • I 1 Zoning Case #0218-03 William B. Miller, Jr. Rezoning for a Property at 6000 Yorktown Boulevard City Council Presentation July 31 , 2018 Aerial Overview 71 r XX a o � Y a „ls� , Subject Property at 6000 Yorktown Boulevard z 0Sti �Q .� ��l � as.rF -. � - -• Vicinity Map x II ih {c)OpenSdreetMap and mrttrihutors, 2� ,,r '\ Creative Common9-Share Alke y Lice e(CC-BY-SA) 3 Zoning Pattern i o X004 0 Ca4 4/Q P6��PC1�45Y o _ 2098 o PO Q X009 � 7 ° @b 0 o'I o 200006 [ ��( g� o 03-2 03-2 2003 ii 9006 _ 4 t'"' % Original Staff ��,72 Recommendation Denial of the change of zoning from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District in lieu thereof Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CN-1 /SP" Neighborhood Commercial District with a Special Permit. Special Permit Conditions ' - _ �► RM, a 4 CN-1/SP IL 20' Setback 50' (Height) 6 Planning Commission Recommendation Tract 1 : Approval of the change of zoning from the "RS-6" Single- Family 6 District to the "IL" Light Industrial District. Tract 2: Denial of the change of zoning from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District in lieu thereof Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CN-1 /SP" Neighborhood Commercial District with a Special Permit. Public Notification 36 Notices mailed inside 200' buffer 5 Notices mailed outside 200' buffer25 R [.ate Notification Area _ m� CN-2 12 14 RS T ]1 32 T 0 36 M Opposed: 4 (5.07%) y na ,6 �m Sq 4" , ,T o� PROPER.T1' e ° a An SjR, / 0 In Favor: 0 =�y s �2 Al, aCRgMF? 6 Y° ° rer.1 tiv G� °R wNe� 0 8 �@ Special Permit Conditions 1. Uses:The only uses authorized by this Special Permit other than uses permitted by right in the base zoning district are as defined by the Unified Development Code(UDC)in Section 5.1.5.6"Warehouse and Freight Movement'except bus barn,coal and coke storage and sales,milk distributing station,the stockpiling of sand,gravel,or other aggregate materials,Section 5.1.4.H"Self-Service Storage",and Section 5.1.4.1"Vehicle Sales and Service"except auto rental, auto upholstery shop,bicycle and watercraft rental,boat and recreational vehicle sales,camper shell sales and service, manufactured home sales,repair and service of RVs,boats,and light and medium trucks,vehicles sales or leasing facilities,and vehicle service,heavy. 2. Setback:A setback at a minimum of 20 feet shall be maintained from any residential property.No buildings or storage shall be allowed within the setback.The existing screening fence shall be maintained in good condition. 3. Outdoor Storage:Any outdoor storage occurring within 50 feet of a property line shared with a residential use shall not exceed 20 feet in height. 4. Dumpsters: No dumpsters or refuse receptacles shall be located within 20 feet of any property line shared with a residential use. 5. Landscaping:If the use of outdoor storage or an addition to the existing building occurs,landscaping shall be installed in accordance with the requirements of the Unified Development Code(UDC)along Yorktown Boulevard. 6. Lighting:All lighting must be shielded and directed away from abutting residences and nearby streets.Cut-off shields are required for all lighting.No light projection is permitted beyond the property line. 7. Noise:Noise regulations shall be subject to Section 31-3 of the Municipal Code.Outside paging,speakers,telephone bells,or similar devices are prohibited. 8. Hours of Operation:The hours of operation shall be daily from 6:00 AM to 9:00 PM. 9. Other Requirements:The Special Permit conditions listed herein do not preclude compliance with other applicable UDC,Building,and Fire Code Requirements. 10. Time Limit:In accordance with the UDC,this Special Permit shall be deemed to have expired within twenty-four(24) months of this ordinance,unless a complete building permit application has been submitted or,a certificate of occupancy or UDC compliance has been issued.The Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. 0 -= UDC Requirements x e�FF� Buffer Yards: IL to RS-6/RS-TF: eel Type D: 20' and 20 points o :v Setbacks: Street: 20 feet � Side: 40 feet (adj. to residential) Rs_,F Rear: 40 feet (adj. to residential) _ >2�= Parking: 1:700 sf. GFA(Office) Rs � 1:1,000 sf. GFA (Outdoor) 1:2,500 sf. GFA (Indoor Storage) ��, � Iy '�• ksT\C y �) �7d Uses Allowed: Industrial, Retail, Restaurants, Bars, Offices, Vehicle Sales, and Self-Storage. P .a ��¢-• MFr� - � arw., *Residential uses not allowed Existing Nonconforming Building G� 0 AGENDA MEMORANDUM NCOBPOR I', Public Hearing and First Reading for the City Council Meeting of July 31, 2018 1852 Second Reading for the City Council Meeting of August 14, 2018 DATE: July 19, 2018 TO: Keith Selman, Interim City Manager FROM: Nina Nixon Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Urban Transportation Plan Amendment CAPTION: Ordinance amending the Urban Transportation Plan map by Realigning proposed Yellow Oak Avenue and at the intersection with CR 48, extend southward as an RA1 Minor Rural Arterial to intersect with proposed east/west RA1 Minor Rural Arterial; realigning proposed arterial CR 48 between FM 1694 (Callicoate Rd) and FM 24 (Violet Rd) to the northeast and redesignate as a Local Rural Street; deleting a segment of proposed C1 Collector Oregon Trail; designating a segment of Haven Road from FM 24 to proposed point near north/south Collector west of Warrior Drive as a C1 Collector; deleting a proposed C1 Collector segment from Oregon trail to the intersection near FM 1694; adding an RA1 Minor Rural Arterial between IH 69 and FM 24, redesignating proposed C1 Collector to an RA1 Minor Rural Arterial between IH 69 and FM 24; and, adding a proposed rural street designation of (RA1) Local Rural Street to the UTP. PURPOSE: The purpose of this item is to change the City's Urban Transportation Plan (UTP) map by realigning, redesignating, adding and deleting a series of proposed roads to accommodate a proposed 297.80-acre industrial development located in the Extraterritorial Jurisdiction (ETJ) area of the City of Corpus Christi, and to provide improved traffic flow relative to current area development. BACKGROUND AND FINDINGS: EPIC Midstream Holdings, LLC, is proposing to construct an industrial facility on a 297.80-acre site within the extraterritorial jurisdictional boundaries of the City of Corpus Christi. This industrial facility will process natural gas liquids from area pipelines. Natural gas liquids (NGL) product flows through an extensive network of pipelines. EPIC will finish the last phase of their new pipeline in the spring of 2019. This pipeline will link Corpus Christi to NLG reserves from the northwest Texas Permian and south Texas Eagle Ford fields. The EPIC Midstream facility is expected to be operational by June of 2021, with construction expected to commence in 2019. To accommodate EPIC Midstream facility site requirements, amendments to the UTP map are proposed. Developer-initiated proposed amendments to the UTP accommodate the proposed industrial facility location. These proposed amendments have been reviewed by Staff with a resulting reorganization of street connections providing an improvement in right-of-way alignment while accommodating future traffic flow. EPIC Midstream's daytime operational staff is expected to be thirty employees at a maximum. Fewer than ten employees will be on site during the night shift. No transport of materials in or out of this industrial facility will occur once the facility is operational. The proposed amendment to the City Urban Transportation Plan (UTP) map will: 1) Realign proposed Yellow Oak Avenue and at the intersection with CR 48, extend southward as an RA1 Minor Rural Arterial to intersect with proposed east/west RA1 Minor Rural Arterial, 2) Realign proposed arterial CR 48 between FM 1694 (Callicoatte Rd) and FM 24 (Violet Rd) to the northeast and redesignate as a Local Rural Street; 3) Delete a segment of proposed C1 Collector Oregon Trail; 4) Designate a segment of Haven Road from FM 24 to proposed point near north/south Collector west of Warrior Drive as a C1 Collector; 5) Delete a proposed C1 Collector segment from Oregon trail to the intersection near FM 1694; 6) Add an RA1 Minor Rural Arterial between IH69 and FM 24, and; 7) Redesignate proposed C1 Collector to an RA1 Minor Rural Arterial between IH 69 and FM 24. Arterial streets bring traffic to and from the freeway and accommodate high volumes of cross-town traffic. The ideal design of the arterial system is characterized by a grid street pattern with arterial spacing at one to one and one-half miles. Efficient movement is the primary function of arterial roads, hence, private access and frontage should be controlled and limited to high volume generators like shopping centers, universities, employment centers, etc. Collector and Local Rural streets provide access to local, other collector, and arterial streets. The lowest order of collector streets is designed to collect local streets with the intent of connecting to an arterial grid system. County Road 48 will be realigned to the northeast and redesignated as a Local Rural street, offering local east-west local traffic movement between Callicoatte Road and Tuloso-Midway High School. Yellow Oak Avenue, currently a proposed C1 collector, will be realigned to intersect with CR 48. South of this intersection the newly proposed RA1 Rural Arterial along the western edge of the subject property provides north-south arterial travel from developing industrial areas. Oregon Trail, a proposed C1 collector segment along the subject property's northeast boundary, which connects to Violet Road (FM 24), will be deleted. This road dead-ends providing no traffic flow. Adequate traffic flow will be provided by the proposed realignment and redesignation of CR 48 as a Local Rural street. ALTERNATIVES: Denial of the proposed ordinance amendment. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed amendments conform to City policy and Plan CC Comprehensive Plan. o Plan CC, Element 5- Transportation and Mobility Goal 1- Strategies for Decision Makers#6: "Provide convenient access to industrial areas." o Plan CC, Element 5- Transportation and Mobility Goal 1- Strategies for Decision Makers#10: "Promote desirable patterns of development consistent with the Urban Transportation and Future Land Use Plans." 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 the Urban Transportation Plan map by Realigning proposed Yellow Oak Avenue and at the intersection with CR 48, extend southward as an RA1 Minor Rural Arterial to intersect with proposed east/west RA1 Minor Rural Arterial; realigning proposed arterial CR 48 between FM 1694 (Callicoate Rd) and FM 24 (Violet Rd) to the northeast and redesignate as a Local Rural Street; deleting a segment of proposed C1 Collector Oregon Trail; designating a segment of Haven Road from FM 24 to proposed point near north/south Collector west of Warrior Drive as a C1 Collector; deleting a proposed C1 Collector segment from Oregon trail to the intersection near FM 1694; adding an RA1 Minor Rural Arterial between IH 69 and FM 24, redesignating proposed C1 Collector to an RA1 Minor Rural Arterial between IH 69 and FM 24; and, adding a proposed rural street designation of (RA1) Local Rural Street to the UTP. 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, July 25, 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, July 31, 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 A2 Arterial segment of CR 52 between IH 69 and Haven Drive; realigning proposed Yellow Oak Avenue and at the intersection with CR 48, extend southward as an RA1 Minor Rural Arterial to intersect with proposed east/west RA1 Minor Rural Arterial; realigning proposed arterial CR 48 between FM 1694 (Callicoate Rd) and FM 24 (Violet Rd) to the northeast and redesignate as a Local Rural Street; deleting a segment of proposed C1 Collector Oregon Trail; designating a segment of Haven Road from FM 24 to proposed point near north/south Collector west of Warrior Drive as a C1 Collector; deleting a proposed C1 Collector segment from Oregon trail to the intersection near FM 1694; adding an RA1 Minor Rural Arterial between IH 69 and FM 24, and; redesignating proposed C1 Collector to an RA1 Minor Rural Arterial between IH 69 and FM 24; and, adding a proposed rural street designation of(RS1) Local Rural Street to the UTP, as shown on Exhibits "A," "B" and "C" which are attached to this ordinance and incorporated into this ordinance by reference as if fully set out in their 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. 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 PAGE 2 OF 6 PASSED AND APPROVED on this the day of , 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor PAGE 3 OF 6 Exhibit A j N `OQ �Q - 2p/ <<cOp OP' O� JSO ST s CR 50 ^ J♦ 4-1� REALIGN PROPOSED YELLOW OAK AVE,`�v� ,, ♦♦��e 7` AND EXTEND SOUTHWARD ASA MINOR RURAL ARTERIAL(RA1)TO INTER SE CT e .......... t Vv1TH PROPOSED EASTNVEST MINOR s RURAL ARTERIAL(RAi) ♦♦ 8' CR48 ' X ' 1 ,Xi ♦ . 1 1 1 Ix I 1 REALIGN PROPOSED ARTERIAL(CR 48), v ` ` • 1 _ _ 1 %\ BETWEEN PROPOSED VELLOWOAKAVE /♦.' O X X+ r '" HAVEN DR �J REALIGNM ENTAND FM 24(VIOLET RD), 3 1 1 NORTHEASTERLY&REDESIGNATE AS ♦^ DELETE PROPOSED OREGON 1 A LOCAL RURAL STREET TRAIL COLLECTOR SEGMENT O EXISTING ROAD CURRENTLY q 1 ♦; y� FUNCTIONS AS Ci COLLECTOR ♦ ^ 1 y� -L- M 1 DELETE PROPOSED COLLECTOR FROM O 1 1 OREGON TRAIL SOUTH WARD TO INTERSECTION 1 1 1 NEAR FM 1694(CALLICOATE RD) y " ,k 1 1 1 • J • 1 1 1 I 1 1 REDESIGNATE COLLECTOR TO • ADD MINOR RURAL �7 MINOR IH RURAL (RAi) • Q ARTERIAL(RAI)BETWEEN pN BETWEEN IH 69 AND FM 24 IOLET RD " IH 69AND FM 24(VI OLETRD) G LEGEND EXISTING COLLECTOR PROPOSED COLLECTOR EXISTING ARTERIAL LL PROPOSED ARTERIAL PROPOSED RURAL ARTERIAL(RA 1) 0 5001,000 2,000 PROPOSED LOCAL RURAL STREET - OFeet PAGE 4 OF 6 Exhibit B IN3j :CR 52••--------- 4 <F01040? A. OA- `Qy �Q y1. O _ O� % „ S J CR 50_ _ - , • - HAVEN DR -----------�-----------�-------- LL a N ' — W LEGEND EXISTING COLLECTOR PROPOSED COLLECTOR EXISTING ARTERIAL PROPOSED ARTERIAL PROPOSED RURAL ARTERIAL(RA 1) 0 5001,000 2,000 PROPOSED LOCAL RURAL STREET OFeet PAGE 5 OF 6 Exhibit C URBAN TRANSPORTATION PLAN ROADWAY CLASSIFICATION RURAL V Ditch or Drainage Bikeway Designation Rural Streets ROW Pavement Lanes Shoulders Left Turn Per Side Capable Sidewalk' RS1 Local Rural Street 60' 26' 2 Lanes -- -- 34' No No RA1 Minor Rural Arterial Undivided 125' 44' 2 Lanes 10' -- 40.5' Yes No RA2 Secondary Rural Arterial Undivided 150' 82' 4 Lanes 10' Center Tum 41.5' Yes No RA3 Primary Rural Arterial Divided 250' 76' 4 Lanes 10' Median V-Ditch 48' Yes No PAGE 6 OF 6 Urban Transportation Plan (UTP) Amendments For County Road 48, Yellow Oak Avenue, Oregon Trail, Haven Drive 1St Council Presentation July 31, 2018 VicinityMapwith UTP i TFfWEST QL`VC1 <h "r 'ii�►r+pi��+* - o w w , • yv P �f HIGH ra /� W Reasons for UTP Amendment Proposed Development by EPIC Midstream, LLC: ➢297.80-acre industrial facility will handle natural gas liquids from area pipelines. ➢Traffic in and out of EPIC Midstream will be light. ➢The proposed amendments affect the long-term plan for streets in the area shown on the UTP. Current Area UTP Map 3 H 3j t� __'CR 52----- ti4 fi <FOA 4k- CR so--- ....... ti CR;4s- ---------------------- > HAVEN DR - ------------- LL --f-_...__•__.......... ................. ------------ -- f�V ti LEGEND EXISTING COLLECTOR PROPOSED COLLECTOR EXI5TINO ARTERIAL PROPOSED ARTERIAL 0 500 t,000 2,000 �Pee1 Proposed Amendments ---CR-52............. O ' c°to Obi GOP• �Q QO <FOp CR 50- C'PS] 4QQ REALIGN PROPOSED YELLOW OAK AV E. c. RURAL ARTERIAL(RA1)TD INTERSECT VNTH PROPOSED EASTNVEST MINOR RURALARTERIAL)RAi) -- •GR48•-- Oy ------------- �t. ---- 411 x ,, •yREALIGN PROPOSEDA�(VIO fVV'� "�\ BETWEEN PROPOSED VX• O X^ • ,•` Y� HAVEN DR J REALIGNMENTAND FM O DELETE PROPOSED OREGON NORT AASTERLVBRE \. �y • TRAIL COLLECTOR SEGM1IENT 0 1 ALOCAL RURAL EX ST NG ROAD CURRENTLY • FUNCTONS AS Ci COLLECTOR •� ,•X♦ - ---------------------L------- Y�) DELETE PROPOSED COLLECTOR FROM O •. -RE ON NTHI EAR FM 1694 "LL RD)ECT •x • • ♦ • .• REDESIGNATE COLLECTOR TO • ADD MINOR RURAL O7 MINOR RURAL ARTERIAL(RA1) ♦ O ARTERIAL,RAi)RETVVEEN ^' BETWEEN IH 69AND FM 24 VIOLET RD IH S9ANDFM 24(VIOLET RD) LEGEND �p EXISTING COLLECTOR "_~ PROPOSED COLLECTOR EX ISTINGARTERIALf.{L PROPOSED ARTERIAL PROPOSED RURAL ARTERIALRAi 0 5001,000 2000 C ARTERIAL(RA' . PROPOSED LOCAL RURAL STREET 0 Feet '� Proposed Amendments Current Plan Proposed Plan ------------ 43+ _______ `` off. �ti o ti CR 50--.. .-� :'•., '� CR 50___•_•_. CR;48" HAVEN DR.......... ;. HAVEN DR e ---------- --------. ----- , LL Z n 'o u i LEGEND SP�Eon Ex as Op cfio>os[o�eca�xuaa�sia[[, Recommendation Staff and the Transportation Advisory Commission recommend approval of the proposed amendments as presented for the following reasons: 1) An adequate transportation network for the future land use plan is maintained for the area's large tract industrial developments, single-family development, area parks and Tuloso-Midway High School; 2) A more efficient north-south and east-west traffic flow is provided with improved right-of-way dedications more closely following property boundaries. SC o� � v AGENDA MEMORANDUM ,NOORPOBPIFirst Reading — July 31, 2018 City Council Meeting 1852 Second Reading — August 14, 2018 City Council Meeting DATE: July 20, 2018 TO: Mayor and Council FROM: Rebecca L. Huerta, City Secretary (361) 826-3105 RebeccaH@cctexas.com Ordering a General Election to elect Mayor and Eight Council Members — November 6, 2018 CAPTION: Ordinance ordering a general election to be held on November 6, 2018, in the City of Corpus Christi for the election of Mayor and Eight Council Members; providing for procedures for holding such election; providing for notice of election and publication thereof; providing for establishment of branch early polling places; designating polling place locations; authorizing a joint election with Nueces County, and a runoff election, if one is necessary; and enacting provisions incident and relating to the subject and purpose of this ordinance. PURPOSE: This item will allow for a general election to be held on November 6, 2018 to elect mayor and eight council members; and allow the City to enter into a joint election with Nueces County. BACKGROUND AND FINDINGS: Per the City Charter, the regular election of the mayor and eight council members shall be held on the November uniform election date of even-numbered years as authorized by State law. In the past, the City has conducted a joint election with Nueces County. ALTERNATIVES: None. CONFORMITY TO CITY POLICY: This ordinance complies with the requirements of the Texas Government Code, the Texas Election Code, and the City Charter. DEPARTMENTAL CLEARANCES: Legal Finance Department Budget Department FINANCIAL IMPACT: Q Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2015- Expenditures 2016 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $350,000 BALANCE Fund(s): General Comments: Based on the most recent final actuals for the 2016 general election and 2014 runoff election, staff has budgeted a conservative amount of$150,000 for the general/special election and $200,000 for the runoff election, if necessary. RECOMMENDATION: Approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance Ordering a general election to be held on November 6, 2018, in the City of Corpus Christi for the election of Mayor and Eight Council Members; providing for procedures for holding such election; providing for notice of election and publication thereof; providing for establishment of branch early polling places; designating polling place locations; authorizing a joint election with Nueces County, and a runoff election, if one is necessary; and enacting provisions incident and relating to the subject and purpose of this ordinance. WHEREAS, the City Charter provides for the holding of a regular City election for Mayor and Council Members in the City of Corpus Christi, on the November Uniform Election Date in even- numbered years as authorized by State law, the same being November 6, 2018; with a runoff election, if one is necessary; and WHEREAS, it is provided in Section 3.004 of the Texas Election Code that the governing body shall order elections pertaining to municipal affairs, and other provisions of the election Code provide for notice, appointment of election officers to hold the election; and other matters related to the holding of the election; WHEREAS, Nueces County will also be conducting an election on November 6, 2018; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. A regular City election (hereinafter the "Election") for a Mayor and eight Council Members shall be held in the City of Corpus Christi, Texas on Tuesday, November 6, 2018. A runoff election shall be held, if one is necessary. SECTION 2. At the Election, all the qualified voters of the City of Corpus Christi shall be permitted to vote. SECTION 3. The names of candidates for the office of Mayor and the names of candidates for the office of the City Council members shall be placed on said ballot in manner and form prescribed by law. SECTION 4. The Hart InterCivic Verity direct recording equipment (DRE) shall be employed at the Election in accordance with the Texas Election Code and the Election shall be held at the polling places in the regularly prescribed precincts of the City of Corpus Christi, as set forth on Attachment A hereto incorporated by reference and made part of this ordinance. The Election shall be held in accordance with the Election Laws of the State of Texas. The polls shall be open from 7:00 a. m. to 7: 00 p.m. on the date of the Election. The City Secretary, or her designee, in coordination with the Nueces County Clerk (the Election Official) or the designee thereof, as necessary or desirable, will identify and formally approve the appointment of the Presiding Judges, Alternative Presiding Judges, Election Clerks, and all other election officials, together with any necessary changes to election practices and procedures and can correct, modify, or changes the Attachments to this Ordinance based upon the final locations and times agreed upon by the Election Official and the City to the extent permitted by applicable law. 1 SECTION 5. The City Secretary shall conduct the Election as directed by ordinance of the City Council and by law in accordance with the joint election agreement to be entered into with Nueces County. The City Secretary is directed to provide such demographic data and information as required by law. SECTION 6. Early voting in person at each of the temporary branch polling places shall be conducted as follows: Such early voting in person may be conducted at the main early voting polling place located in the first floor lobby of the Nueces County Courthouse, 901 Leopard, and at the temporary branch polling places set forth in Attachment B, incorporated by reference and made a part of this ordinance (said Attachment B to be approved and attached when the temporary branch polling places are determined by Nueces County) hereby established as follows. In addition, early voting in person may be conducted at the mobile temporary branch polling places set forth in Attachment C, incorporated by reference and made a part of this ordinance, during the days and hours specified therein (said Attachment C to be approved and attached if mobile temporary branch polling places are determined by Nueces County). Each branch polling place and the main early polling place shall serve all Election precincts. SECTION 7. The City Secretary is directed to post and publish such election notices as are required by the election laws of the State of Texas. The City Secretary is further appointed as the authority and officer responsible for the conduct of said Election and is hereby authorized and directed to make all necessary arrangements for the holding of said Election in accordance with and subject to the laws of this State including not limited to coordinating the election process, including use of tabulation equipment, supplies and printing of ballots, in accordance with the joint election agreement to be executed with Nueces County. SECTION 8. The Election is expected to be conducted in accordance with an agreement between Nueces County and the City of Corpus Christi to hold a joint election on November 6, 2018, (which shall be approved and attached hereto as Attachment D and incorporated herein). The City Secretary is authorized to approve all lawful changes and additions to the procedures provided herein in order to implement such agreement, including but not limited to provisions for substations and mobile voting sites. SECTION 9. By approving and signing this ordinance, the Mayor officially confirms and orders as the Mayor's actions all matters recited in this ordinance which by law come within the Mayor's jurisdiction. SECTION 10. If for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance or the ballot herein shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect of its purpose. 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: Mayor 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: Mayor Joe McComb Ben Molina Rudy Garza Everettt 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 3 so o� v AGENDA MEMORANDUM NCORPORFirst Reading for the City Council Meeting of July 31, 2018 1852 Second Reading for the City Council Meeting of August 14, 2018 DATE: July 16, 2018 TO: Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3897 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Andres Leal, Jr., P.E., Director of Street Operations AndyL@cctexas.com (361) 826-1957 Professional Services Contract Residential Street Reconstruction Project - $3.4M ($3.4 Million Additional Funds — Fiscal 2018) CAPTION: Ordinance appropriating $680,000 from Fund balance in Residential Street Reconstruction Fund No. 1042, amend the Operating Budget, and execute a professional services contract with Hanson Professional Services, Inc. of Corpus Christi, Texas in the amount of $463,656.50 for the Residential Street Reconstruction Project - $3.4M project. PURPOSE: This contract is for the design of streets selected for reconstruction using the additional $3.4 Million identified in 2017 during the Fiscal 2017-2018 budget process for use on residential streets. BACKGROUND AND FINDINGS: In September 2017, Council approved amending the proposed Fiscal 2018 Operating Budget to add $2,900,000 to the Residential Street Reconstruction Fund No. 1042 and identified $500,000 from Bond 2008, Proposition 1, Fund No. 3546 Reserves for use on residential street. On January 30, 2018, Council approved a Resolution which authorized the use of the $3.4 Million in accordance with Option No. 3 as 1 discussed at the December 19, 2017 City Council Meeting. This Option 3 designated the full $3.4 Million for construction costs for reconstruction of residential streets located in Districts 1, 4 & 5 and authorized use of reserves to cover administrative and design costs. In conjunction with the two streets reconstructed under the RSRP Test Projects (Ralston and Rogerson), this proposal allows for some effort towards addressing the "worst first" in each Council District. Approximately 1.5 linear miles of streets are anticipated to be reconstructed using the $3.4 Million. The design engineering firm will perform preliminary assessments to determine the Opinion of Probable Cost, and will design and prepare bid documents for bidding construction of seven (7) residential street segments to be awarded to a single contractor. The firm will also perform standard construction and warranty phase services and special services including permitting, topographic surveying, and public outreach. ALTERNATIVES: 1. Authorize execution of the professional services contract. (Recommended) 2. Do not authorize execution of the professional services contract. (Not Recommended) OTHER CONSIDERATIONS: Hanson Professional Services, Inc. was selected for this project under RFQ 2016-06. CONFORMITY TO CITY POLICY: Complies with statutory requirements for professional services contracts. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year Project to Date Current Year Future Years TOTALS 2017-2018 Expenditures Budget 4,580,000.00 4,580,000.00 Encumbered / Expended Amount This item 463,656.50 463,656.50 Future Anticipated Expenditures This 3,854,499.50 3,854,499.50 Project BALANCE 261,844.00 1 261,844.00 Fund(s): Residential Street Reconstruction Fund No. 1042, GO Bond 2008 Comments: N/A 2 RECOMMENDATION: City staff recommends awarding a professional services contract to Hanson Professional Services, Inc of Corpus Christi, Texas. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Ordinance Contract December 19, 2017 Presentation Resolution Directing Use of$3.4 Million (031348) 3 Ordinance appropriating $680,000 from Fund balance in Residential Street Reconstruction Fund No. 1042, amend the Operating Budget, and execute a professional services contract with Hanson Professional Services, Inc. of Corpus Christi, Texas in the amount of $463,656.50 for the Residential Street Reconstruction Project - $3.41VI project. Whereas, on September 26, 2017, during the second reading of the Ordinance adopting the Fiscal Year 2018 Operating Budget, the City Council voted to amend the budget to add $3,400,000 for residential streets, of which $2,900,000 would be added to Residential Street Fund No. 1042 and $500,000 would come from Bond 2008, Proposition 1, Fund 3546 Reserves; and Whereas, on December 19, 2017, City staff presented three options to City Council for using the $3,400,000 dollars appropriated for residential streets; and Whereas, on December 19, 2017, the City Council gave direction to return with an item approving Option No. 3 which calls for approximately 1.5 — 2.0 linear miles of residential street reconstruction located in Council Districts 1 , 4 and 5 following the "worst first" criteria, among the criteria, for selecting the streets to be reconstructed; and Whereas, on January 30, 2018, the City Council gave direction to spend $3,400,000 for residential street reconstruction in accordance with Option No. 3 discussed at the December 19, 2017, City Council Meeting. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. $680,000 from Fund balance is appropriated into Residential Street Reconstruction Fund No. 1042 for the Residential Street Reconstruction Project - $3.4M project; SECTION 2. Revenues and expenditures in the amount of $680,000 are increased in the FY 2018 Operational Budget adopted by Ordinance No 031255; SECTION 3. The City Manager or designee is authorized to execute a professional services contract for the Residential Street Reconstruction Project - $3.4M project in the amount of $463,656.50 with Hanson Professional Services of Corpus Christi, Texas. 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 PROJECT BUDGET ESTIMATE Residential Street Reconstruction Project-$3.4M PROJECT FUNDS AVAILABLE: FY 2018 Operating Budget(Residential Street Fund No. 1042)................................ $ 2,900,000 BOND 2008, Proposition 1 ............................................................................... 500,000 Residential Street Fund No. 1042 ..................................................................... 980,000 TOTAL $ 4,380,000 FUNDS REQUIRED: Construction: 3,400,000 Construction (estimate) ................................................................ 3,091,000 Contingency(10%)...................................................................... 309,000 Testing and Inspection: 224,300 Testing Geotech and Materials(estimate)........................................ 64,000 Construction Inspection (estimate).................................................. 160,300 Design Fees: 463,657 Engineering Service Contract(Hanson)THIS ITEM .. 463,657 Reimbursements: 230,200 Contract Administration (Engineering/Finance/Capital Budget).............. 91,600 Engineering Services(Project Mgt/Constr Mgt)................................. 137,400 Misc. (Printing,Advertising, etc.).................................................... 1,200 TOTAL $ 4,318,157 ESTIMATED PROJECT BUDGET BALANCE $ 61,844 RESIDENTIAL STREET RECONSTRUCTION PROJECT - $3.4 M SCALE: N.T.S. D 0 D 3 2 1 DISTRICT 1 °� o� NUECFS HAY 0 n .a CO ftS CHRISN d p 5 SB 4 DISTRICT 4 - .. OW BAY °- RJDUR 6 7 DISTRICT 5 No. STREET FROM TO 1 WOODWAY CREEK VIOLET WILLOWOOD CREEK 2 PERNITAS CREEK CALICHE CREEK SASPAMCO CREEK 3 TURKEY CREEK PERNITAS CREEK CLIFF CRENSHAW 4 HARRY MONETTE LAN DSDOWN 5 TOPEKA DEAD END ROPES 6 FOX RUN HUNT OPENGATE 7 OPENGATE LOSTGATE FOX RUN Project Number: 18101A RESIDENTIAL STREET RECONSTRUCTION CITY COUNCIL EXHIBIT PROJECT - $ 3.4 M CITY OF CORPUS CHRISTI,TEXAS vow DEPARTMENT OF ENGINEERING SERVICES vw .G{Ti Y GP C v �y� t + PACDKWmwrm ��r RW p�Alyi. Residential Street Reconstruction Project $3.4 Million Additional FY2018 Funding Design Contract i Council Presentation July 31, 2018 Residential Street Reconstruction Project $3.4 M Additional Funds =« ➢ Sep. 26, 2017 - 2nd Reading Ordinance Adopting FY18 Budget ✓ Total $3.4 M Additional Funding for residential street rebuild • Add $2.9 M to Residential Street Fund No. 1042 • Identified $500K in Bond 2008 ➢ Jan. 30, 2018 - Resolution approving Option 3 use of $3.4 M ✓ Reconstruction projects - Districts 1, 4 & 5 • Test Projects - Districts 2 & 3 ✓ Some effort on "Worst First" ✓ - 1.5 Linear Miles Residential Street Reconstruction Project $3.4 M Additional Funds ➢ Construction - $ 3.4 Million ➢ Other Expenses - $ 905K ✓ Administration & Design- $ 680,000 • From Fund Reserves o Test Project Bids below Project Budget o Savings to Fund Balance ✓ Testing & Inspection - $ 225,000 3 District Distribution �WN Presented to Council-December 19, 2017 s -SQUAREYARDS lit •D DISTRICTS DISTRIBUTED BY"NEED" ALLOCATION District Total Residential/ Res./Local %of Total %of Proportion Funding Network Local PCI<=55 Need Need of 58% Allocation "Current Need" 1 5,191,722 2,803,734 1,471,697 23% 23% 40% $1,348,276 2 3,675,618 2,279,918 1,481,895 24% 3 3,262,808 2,009,174 1,099,588 18% 4 4,528,093 2,761,683 1,273,109 20% 20% 34% $1,172,414 5 3,696,021 2,308,838 934,318 15% 15% 26% $ 879,310 Total 20,354,262 12,163,348 6,260,607 100% 58% 100% $3,400,000 4 \) Proposed Streets ISTRICT STREET FROMTO 1 Woodway Creek Dr. Violet Rd. Willowood Creek Dr. Pernitas Creek Dr. Caliche Creek Dr. Saspamco Creek Dr. Turkey Creek Dr. Pernitas Creek Dr. Cliff Crenshaw St. 4 Harry St. Monette Dr. Landsdown Dr. Topeka St. Dead End Ropes St. 5 Fox Run Dr. Hunt Dr. Opengate Dr. Opengate Dr. Lostgate Dr. Fox Run Dr. Residential Street Reconstruction Project $3.4 M Additional Funds . RESIDENTIAL STREET RECONSTRUCTION PROJECT-$3.4 M 3 N Z 1 DISTRICT 1 SCALE:N.T.S. 71 <s 5 a 4 DISTRICT E N.STREET FROM TO G �2 1 WOODWAVCREEK VIOLET WILLOWOOOGREEK 7 V 2 PERNITASCREEK CALICHECREEK SASPAMCOCREEK 3 TURKEYCREEK PERNITASCREEK OUFFCRENSHAW 4 HARRY MORE- LAH.I...N DISTRICT 5 5 TOPEKA DEADEND ROPES 6 FOXRUN HUNT OPENGATE OPENGATE I s-TE FOX RUN Proposed Schedule F 2018 019 2020 Sep Oct ;e4sign Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Febar Apr May Jun Jul Bid/Award Construction Proposed Schedule reflects City Council award in August 2018 with anticipated construction completion in July 2020. Project Estimate: 23 Months ` Residential Street Reconstruction Project 1 ~ $3.4 M Additional Funds mm°AQ 6 °s Discussion 9 J Corpus Chr sti >ae iu01°mac Engineering CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES Project No. 18101A Residential Street Reconstruction Project - $3.4M The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Hanson Professional Services, Inc., a Texas corporation, 4501 Gollihar Road, Corpus Christi, Nueces County, Texas 78411 , (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL.......................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION.........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT....................................................7 ARTICLE X OWNER REMEDIES -----------------------------------------------------------------------7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................10 EXHIBITS Page 1 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\7 CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the% of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts,excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 31d party owners/operators. Page 2 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\7 CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $463,656.50. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Gep'si 01tapt shall 56--lb-mot a Rate Cnhead- toy0ith their pFepesal City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3)days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis,the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. Page 3 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\7 CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BYANYONE CLAIMING BY,THROUGH OR UNDERTHE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion,to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). Page 4 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\7 CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project' refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's bestjudgment as a design professional familiarwith the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Page 5 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\7 CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins,within three days of receipt of such notice,to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 6 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\7 CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit,examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four(4)years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement(Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts,vouchers, memoranda,time sheets, payroll records, policies, procedures,and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. Page 7 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\7 CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21)calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant,whether for additional compensation,additional time or other relief,shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. Page 8 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\7 CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation,the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement,the Party alleging such breach shall,as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contractor tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 I n case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. Page 9 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\7 CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City,without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s)at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. Page 10 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\7 CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code,to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http:l/www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Boycott Israel. As required by Chapter 2270, Government Code, Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to deal with,terminating business activities with,or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI PROFJ2SSIONAL SERVICES, INC. Jeff H. Edmonds, P.E. Date J es Messmore, k.E. Date Director of Engineering Services enior Vice Presidehl 4501 Gollihar Road Corpus Christi, TX 78411 APPROVED AS TO LEGAL FORM (361) 814-9900 Office jmessmore@hanson-inc.com Assistant City Attorney Date ATTEST City Secretary Date Pagel 1 Rev. 18-4 KAENGINEERING DATAEXCHANGF%VFLMAPISTRFET\RSRP RESIDENTIAL STREET REBUILD PROGRAW CONSULTANT 18101A HANSON PRGFESSIONAL SERVICES12018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Residential Street Reconstruction Project- $3.4M (Project No. 18101 A) Accounting Unit 1042-12440 Account 530000 Activity E17019-01-1042-EXP Account Category 30000 Fund Name Residential Street Reconstruction Fund Page 12 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\RSRP RESIDENTIAL STREET REBUILD PROGRAM\?CONSULTANT 18101A HANSON PROFESSIONAL SERVICES\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Hanson Professional Services Inc, HANSOI�I� 4501 Gollihar Road Engineering I Plaa&g I Anted SeMces Corpus Christi,Tx.78401 {361.814.9900 www.hanson-inc.com .duly 10, 2018 Mr. J.H. Edmonds, P.E. Director of Engineering Services P.O. Box 9277 Corpus Christi, Texas 78469-9277 Re: Residential Street Rebuild Project - Reconstruction City Project No. 18101A NEI/Hanson Project No.18LO180 Dear Mr, Edmonds: On Behalf of Hanson Professional Services Inc we would like to thank you for the opportunity to assist the City with this very important and high profile program. Our staff is available and ready to proceed with the program. The City Council approved the addition of $3,400,000 of new construction funds to be utilized for the re- construction of select residential streets. The 7 sections selected for complete reconstruction include: • Woodway Creek, Violet Road to Wollowood Creek • Pernitas Creek, Caliche Creek to Saspampco Creek • Turkey Creek, Pernitas Creek to Cliff Crenshaw • Harry, Monette to Landsdown • Topeka, Dead End to Ropes • Fox Run, Hunt Drive to Opengate • Opengate, Lostgate to Fox Run Project Description: The 7 sections of residential streets have been selected to be reconstructed. As such, it will include the complete removal of the existing pavement components {base, asphalt, C&G, sidewalks, driveways, etc} and constructing new components. In addition, the existing utility lines that fall within the limits of construction will be assessed and upgraded/replaced if deemed necessary. Funding for the project was appropriated from transferring funds and reserves totaling $3,400,000.00. The City may opt to utilize additional funding for Utility Upgrades. EXHIBIT"A" Page 1 of 5 Mr. J.H. Edmonds July 10, 2018 Scope of Services: Preliminary Phase 1. Conduct the initial field reconnaissance and due diligence required to commence the project. 2. Conduct meeting with City Staff to identify the need for utility upgrades. 3. Prepare a basic Engineering Letter Report (ELR). The ELR will not be as detailed as the format historically required on the large Bond program roadways. The intent is to evaluate the existing pavement conditions, identify the condition of existing utilities and develop recommendations. The recommendations will include exhibits depicting the proposed pavement improvements and the proposed utility improvements. In addition, an Opinion of Probable Cost will be prepared for each of the sections. Desiqn Phase (One Contract Bid Set The 7 sections will be included in one (1) plan set to be issued to one (1) contractor. 1. Project Meetings with City staff will be held at key milestones. The initial meeting will be to discuss the formatting required for the Plans and Specifications. Follow up meetings will be conducted to review the 60% and 100% submittal. 2. It is anticipated that Geotechnical Technical Testing will be completed on each of the selected street segment. The Consultant will visit each segment with a representative of the geotechnical firm, to select the optimal location for the bore(s). The Geotechnical firm will be hired directly by the City. 3. Perform a site visit, consisting of visual field observations, to confirm areas identified for improvements. 4. Identify and coordinate efforts with other local authorities having jurisdiction or that may be impacted by the construction process, consisting of the Regional Transportation Authority, identified School Districts and public medical facilities providing emergency services. 5. Review the geotechnical investigations for the identified street segments. The geotechnical investigation will be completed by a third party hired directly by the City. 6. Coordinate the items identified for SUE work. The SUE will be completed by an independent contractor hired by the City. 7. Submit the draft documents to the designated City staff for review and comment. Including a 60%,100% and Final submittal, It is estimated that the plan set will be close to 200 plan sheets. For each street section there will be plan sheets depicting existing utilities (water, wastewater, gas, Storm), proposed P&P for street and storm sewer, proposed utilities, SVVPPP and basic Traffic Control guidance. The contractor will be responsible for preparing a Traffic Control Plan for approval. 8. Update the draft submittal based on City Staff feedback. Submit the final bid package for approval. 9. Prepare a set of plans and specifications that will be utilized by the City for bidding in order to issue one (1) contract. 10. A final sealed submittal will be provided forbidding. Minor comments on the sealed set will be addressed if required. EXHIBIT"A" Page 2 of 5 Mr. J.H. Edmonds July 10, 2018 Bidding Phase 1. Assist with the Bidding process, consisting of attending pre-bid meetings, bid openings, addressing questions and issuing addenda and recommending award. Provide documents required for CivCast. Construction Phase An allowance is included to address the construction phase on a time and material bases. 1. Attend one (1) pre-construction meeting with the City and contractor. 2. Review Submittals. 3. Respond to Requests for Information (RFIs) that arise during the construction process. 4. Provide limited construction phase services. The Construction phase will including bi-weekly meetings and bi-weekly site visits (2 per month) throughout the duration of the project. One visit will include a project meeting along with site visit and reporting (6 hours max per visit). The second visit will be to the sites only including reporting (4.5 hours max per visit). The construction phase has been setup as an allowance of$60,000 which will be billed hourly. 5. Conduct, along with City Staff, a pre-final and a final inspection of the completed construction on each street segment, and provide the City with a Certificate of Completion. 6. Prepare record drawings of construction. Special Services A. Permitting. Prepare and submit identified permits to the following authorities: 1. Texas Department of Licensing and Regulation (TDLR) for accessibility review by an independent Registered Accessibility Specialist (RAS). Fees include the Registration Fee ($175), the Plan Review Fee ($315) and the inspection fee ($375). B. Topographic Surveying. The 7 sections of roadway include approximately 10,400 LF of public roadway/ROW to be surveyed. A full topographic survey will be completed on each of the street segments. Cross sections will be at 50' intervals and will include horizontal and vertical locations for the limits of sidewalk, if present, curb and gutter (C&G), storm drainage components, and the centerline of the roadway. In addition any storm drainage or sanitary sewer manholes and water or gas valves that fall within the City right of way will be identified and surveyed. All utility manhole inverts will be determined. Items which impact accessibility or are required for utility adjustments will also be included in the topographic survey. Portions of the private property approximately 20' on each side will be surveyed in order to establish grades for tying in sidewalks, driveways and drainage features. A partial boundary of the adjacent property will be determined in order to designate the City right of way. C. Public Outreach. The Hanson employee time will include the preparation of exhibits required for public meetings, attendance at the public meetings and addressing any resident concerns related to construction. Warranty Phase The warranty phase is based on one 12-month warranty period by the contractor after acceptance of the streets by the City. As part of the warranty phase, the A/E will perform the following tasks: EXHIBIT"A" Page 3 of 5 Mr. J.H. Edmonds July 10, 2018 1. Prepare a list of all the street segments completed, recommend acceptance of the sites and commencement of the warranty period. 2. Conduct a warranty inspection of all the street segments towards the end of the 12-month period and generate a warranty items punch list. During the inspection, the A/E will note defects that require action from the contractor to maintain, fix, restore, patch or replace in accordance with the construction contract requirements. The findings of the AIE inspection will be summarized in a report to be submitted to the City staff. The report will outline the deficiencies and provide a recommendation for correcting them. Schedule: It is anticipated that the work will take approximately five months from the notice to proceed date to issue final signed and sealed bid documents. A preliminary schedule has been attached. Fee Summary A. Basic Services Preliminary Phase $ 38,968.00 Design Phase $ 212,834.50 Bidding Phase $ 9,776.00 Construction Phase (Time and Materials) $ 60,000.00 Total Basic Services $ 321,578.50 B. Special Services Topographic Surveying $ 112,000.00 Public Outreach $ 4,454.00 ADA Permitting $ 5,504.00 Geotechnical & SUE Coordination $ 5,544.00 Traffic Control Pian (Allowance)* $ 12,000.00 Total Special Services $ 139,502.00 C. Warranty Phase $ 2,576.00 TOTAL CONTRACT AMOUNT (A, B, C) $ 463,656.50 *Requires written authorization by the City's designated Project Manager EXHIBIT"A" Page 4 of 5 Mr. J.H. Edmonds July 10, 2018 Once again we thank you for the opportunity to assist you with this project and we look forward to working with you, City Staff and the City Council. Should you have any questions or require any additional information, please do not hesitate to call. Sincerely, HANSON PROFES NAL SERVICES, INC. Wilfredo Rivera, Jr., P.E. Assistant Vice-President :118L0180PIProposalAE Contract Request(071018) EXHIBIT"A" Page 5 of 5 EXHIBIT B SAMPLE PAYMENT REQUEST FORM Sample form for: COMPLETE PROJECT NAME Payment Request Rev5edp7r27too Project No.XXXX Invoice No.12345 Invoice Date: Total Amount Previous Total Percent Basic Services: Contract Amd No. 1 Amid No.2 Contract Invoiced Invoice Invoice Complete Preliminary Phase $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% Design Phase 2,000 1,000 0 3,000 1,000 500 1,500 50% Bid Phase 500 0 250 750 0 0 0 0% Construction Phase 2,500 0 1,000 3,500 0 0 0 0% Subtotal Basic Services $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services: Permitting $2,000 $0 $0 $2,000 $500 $0 $500 25% Warranty Phase 0 1,120 0 1,120 0 0 0 0% Inspection 0 0 1,627 1,627 0 0 0 0% Platting Survey TBD TBD TBD TBD TBD TBD TBD 0% O& M Manuals TBD TBD TBD TBD TBD TBD TBD 0% SCADA TBD TBD TBD TBD TBD TBD TBD 0% Subtotal Additional Services $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% Summary of Fees Basic Services Fees $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services Fees 1 2,000 1,120 1,627 4,747 500 0 500 11% Total of Fees 1 $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% Contract for Professional Services EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1 ,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: Contract for Professional Services City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Contract for Professional Services EXHIBIT D Excerpt from Corpus Christi General Conditions for Construction Projects Related to Design Services Contract for Professional Services Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology.......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22—Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26—Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29—Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from Form 00 72 00 General Conditions- 1 Rev 18-2 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi(City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from Form 00 72 00 General Conditions-2 Rev 18-2 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from Form 00 72 00 General Conditions-3 Rev 18-2 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition -The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from Form 00 72 00 General Conditions-4 Rev 18-2 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner -The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from Form 00 72 00 General Conditions-5 Rev 18-2 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor -An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from Form 00 72 00 General Conditions-6 Rev 18-2 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work- Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from Form 00 72 00 General Conditions-7 Rev 18-2 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from Form 00 72 00 General Conditions-8 Rev 18-2 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions-9 Rev 18-2 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from Form 00 72 00 General Conditions- 10 Rev 18-2 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from Form 00 72 00 General Conditions- 11 Rev 18-2 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. Excerpt from Form 00 72 00 General Conditions- 12 Rev 18-2 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from Form 00 72 00 General Conditions- 13 Rev 18-2 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from Form 00 72 00 General Conditions- 14 Rev 18-2 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from Form 00 72 00 General Conditions- 15 Rev 18-2 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. S. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from Form 00 72 00 General Conditions- 16 Rev 18-2 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from Form 00 72 00 General Conditions- 17 Rev 18-2 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from Form 00 72 00 General Conditions- 18 Rev 18-2 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from Form 00 72 00 General Conditions- 19 Rev 18-2 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from Form 00 72 00 General Conditions-20 Rev 18-2 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from Form 00 72 00 General Conditions-21 Rev 18-2 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from Form 00 72 00 General Conditions-22 Rev 18-2 .G{Ti Y GP C v �y� ti . PACDKWmwrm ��rRW P4 Aly. Residential Street Rebuild Program (RSRP) $3.4 Million Additional FY2018 Funding Council Presentation . December 19 2017 Residential Street Rebuild Program(RSRP) Motion to Amend FY18 Budget by $3.4M ➢ September 26, 2017 — Second Reading Ordinance Adopting Fiscal Year 2018 Operating Budget Motion amending the proposed FY2017-2018 City of Corpus Christi Budget by transferring funds as provided in the document titled'Potential Funding Sources for Residential Streets" and reserve appropriations in the amount of$261,000 to the Residential Street Fund 1042 for a total amount of$3,400,000. J Residential Street Rebuild Program(RSRP) Options for Additional $3.4M LET GROW IN FUND 1042 INTEGRATE W/BOND 2016 FUND RESIDENTIAL RECON ✓ Will support larger program ✓ Incorporate into Work Plan ✓ Some effort on"Worst First" ✓ More streets repaired at one ✓ Adds—2.3 Linear Miles ✓ —1.5 Linear Miles(@$125/SY) time ✓ Cost savings with larger scope ✓ Adds—0.5 Linear Mile to each ✓ —0.5 Linear Mile for Districts 1, District 4&5 o Test Projects in Districts 2&3 ✓ Use of funds not immediate ✓ Not"Worst First"-Rehab ✓ Costs for AE design Residential Street Rebuild Program(RSRP) A�Yae� v Recommendation � I` ➢ Option 3 - FUND RESIDENTIAL RECONSTRUCTION Allows for residential reconstruction to begin in all areas citywide. 14W \` RECOMMENDATION-OPTION 3 $3.4 Million Additional Funds ➢ Two Test Projects ✓ Fund 1042-Residential Street Reconstruction ✓ Bids Below Project Budget ✓ Savings to Fund Balance ➢ Fund 1042 - Sufficient Funds ✓ Cover Administration&Design for Option 3 ✓ Estimated Cost-$680,000 ➢ Allows $ 3.4 Million for Construction RECOMMENDATION- OPTION 3 District Distribution SQUAREYARDS DISTRICTS DISTRIBUTED BY"NEED" ALLOCATION District Total Residential/ Res./Local PCI %of Total %of Proportion Funding Network Local <=55 Need Need of 58% Allocation "Current Need" 1 5,191,722 2,803,734 1,471,697 23% 23% 40% $1,348,276 2 3,675,618 2,279,918 1,481,895 24% 3 3,262,808 2,009,174 1,099,588 18% 4 4,528,093 2,761,683 1,273,109 20% 20% 34% $1,172,414 5 3,696,021 2,308,838 934,318 15% 15% 26% $ 879,310 Total 20,354,262 12,163,348 6,260,607 100% 58% 100% $3,400,000 6 \� RECOMMENDATION— OPTION 3 Proposed Schedule ° " 2017 2018 2019 TASK O N D J F M A M J J A S O N D J F M Motion of Direction Award Amendment to Hanson Advertise for Construction Bids Construction Starts �s Residential Street Rebuild Program RSRP -4 6 DiscussionMPAflonq 9 J Corpus Chr sti >ae iux+ °mac Engineering Resolution directing the City Manager to spend $3,400,000 for residential street reconstruction in accordance with Option No. 3 discussed at the December 19, 2017 City Council Meeting. WHEREAS, on September 26, 2017 during the second reading of the Ordinance adopting the Fiscal Year 2018 Operating Budget, the City Council voted to amend the budget to add $3,400,000 for residential streets, of which $2,900,000 would be added to Residential Street Fund No. 1042 and $500,000 would come from Bond 2008, Proposition 1, Fund No. 3545 Reserves; and WHEREAS, on December 19, 2017, City staff presented three options to City Council for using the $3,400,000 dollars appropriated for residential streets; and WHEREAS, on December 19, 2017, the City Council gave direction to return with an item approving Option No. 3 which calls for approximately 1.5 — 2.0 linear miles of residential street reconstruction located in Council Districts 1, 4 and 5 following the "worst first" criteria, among other criteria, for selecting the streets to be reconstructed. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS; SECTION 1. The City Manager, or designee, is authorized to spend $2,900,000 from Fund No. 1042, The Residential Street Fund, and $500,000 from Bond 2008, Proposition 1 Fund No. 3548, for construction costs to reconstruct residential streets located in City Council District Nos. 1, 4 & 5 in accordance with Option No. 3 as discussed at the December 19, 2017 City Council meeting. Non-construction costs are to be covered by the Fund 1042 fund balance. SECTION 2. The Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST THE CITY OF CORPUS CHRISTI 0'Rb - becca Huerta Jo cComb City Secretary M y r 031348 INDEXED Corpus Christi, Texas �50 Of AJ lU(Zj , 2018 The above resolution was passed by the following vote: Joe McComb L " Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel (TIC, Ben Molina 6iw' Lucy Rubio N Greg Smith ; Carolyn Vaughn ................................................................ 031348 ................................................................ SC w �a o H v AGENDA MEMORANDUM NC4RPOPP'I Future Item for the City Council Meeting of July 31, 2018 1852 Action Item for the City Council Meeting of August 14, 2018 DATE: July 26, 2018 TO: Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3897 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Jay Ellington, Director of Parks and Recreation jayell@cctexas.com (361) 826-3042 Construction Contract Schanen Ditch Hike and Bike Trail Saratoga to Killarmet Bond 2012, Proposition 4 CAPTION: Ordinance appropriating into Park CIP Fund and changing the Capital Improvement Program Budget by $355,643.32 and authorizing a construction contract with Mo-Con Services, Inc. of Corpus Christi, Texas in the amount of $444,554.15 for Schanen Ditch Hike and Bike Trail - Saratoga to Killarmet project for the base bid. (Bond 2012, Proposition 4) PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract for the third phase of the Schanen Ditch Hike and Bike Trail - Saratoga to Killarmet project. BACKGROUND AND FINDINGS: The Metropolitan Planning Organization (MPO)'s Bike Mobility Plan includes a proposed 3.5-mile off- street trail along Schanen Ditch that creates off-road connectivity to numerous neighborhoods, community parks and a safe route to local schools from Yorktown Blvd. to Corona Dr. The proposed trail project was developed in five phases. Phases One (1) & Two (2) from Yorktown Blvd. to Saratoga Blvd. were completed as a joint City/MPO project with Texas Department of Transportation (TxDOT) funding. This item is for Phase Three (3) and is a joint TxDOT/City project with shared cost of 80/20 respectively. The project extends the 10 ft wide concrete trail approximately 2,000 LF from Saratoga Blvd. to Killarmet Dr. The project also includes required excavations, backfill, subgrade treatment, concrete placement and landscaping with safety railing and trail markers at key locations. Construction completion is planned for early 2019. Phase Four (4) is also a joint project for trail extension of approximately 3,300 LF from Killarmet Dr. to Holly Rd. The City applied for and received state funding for construction through the MPO's 2018 Transportation Alternative Set-Aside Program. The City match is programmed in the Bond 2016 TXDOT Participation project. Design phase is beginning now, and construction planned to start at completion of Phase 3. The final phase, Phase Five (5), is planned in Bond 2020 for the last 3,000 LF of trail from Holly Rd. to Corona Dr. Although not part of Schanen Trail, the Corona Drive Bond 2014 project includes a multi-use trail behind the curb that is currently under construction. This allows Schanen Trail connectivity to extend from Everhart Rd./South Padre Island Drive (SPID) area to the south side at Yorktown Blvd. On May 23, 2018, the City received proposals from fourteen (14) bidders and bids are as follows: Contractor Base Bid Mo-Con Services Inc. 444,554.15 Corpus Christi, Texas Boretex LLC 546,466.37 Austin, Texas A. Ortiz Construction & Paving, Inc. 547,669.14 Corpus Christi, Texas Mako Contracting LLC 597,384.34 Corpus Christi, Texas AR Energy Services LLC Sinton, Texas 610,168.05 Jimmy Evans Company 623,258.60 Corpus Christi, Texas Kocurek Land Improvement Inc. 630,603.31 Banquete, Texas Winters Construction Inc. San Antonio 654,662.56 Gourley Contractors LLC 661,003.25 Corpus Christi, Texas G.O. Underground LLC 670,986.75 Harlingen, Texas R.S. Parker Construction LLC 758,965.31 Corpus Christi, Texas JE Construction Services LLC 777,330.00 Corpus Christi, Texas Barcom Construction, Inc. 838,557.71 Corpus Christi, Texas Epic Energy Services LLC Odem, Texas 842,039.50 Engineer's Opinion of Probable Construction Cost $577,990.00 ALTERNATIVES: 1. Authorize execution of a construction contract. (Recommended) 2. Do not authorize execution of a construction contract. (Not Recommended) OTHER CONSIDERATIONS: Martinez, Guy & Maybik, Inc. of Corpus Christi, Texas was selected for this project as a result of RFQ No. 2012-03. CONFORMITY TO CITY POLICY: Complies with statutory requirements for construction contracts. Conforms to FY 2017-2018 Capital Improvement Planning (CIP) Budget. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue 0 Capital ❑ Not applicable Project to Date Fiscal Year Budget and Current Year Future Years TOTALS 2017-2018 Expenditures Budget 617,955.00 617,955.00 Encumbered / 55,184.00 55,184.00 Expended Amount This item 444,554.15 444,554.15 Future Anticipated Expenditures This 118,216.85 118,216.85 Project BALANCE 01 0 Fund(s): Park CIP, Texas Department of Transportation, Community Enrichment Funds Comments: The Construction Contract will result in the expenditure of an amount not to exceed $444,554.15. RECOMMENDATION: City staff and Martinez, Guy & Maybik, Inc. recommend the construction contract be awarded to Mo- Con Services, Inc. of Corpus Christi, Texas in the amount of$444,554.15 for the Schanen Ditch Hike and Bike Trail - Saratoga to Killarmet project for the base bid. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Letter of Recommendation Advance Funding Agreement Ordinance appropriating into Park CIP Fund and changing the Capital Improvement Program Budget by $355,643.32 and authorizing a construction contract with Mo-Con Services, Inc. of Corpus Christi, Texas in the amount of $444,554.15 for Schanen Ditch Hike and Bike Trail - Saratoga to Killarmet project for the base bid. (Bond 2012, Proposition 4) BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. $355,643.32 of anticipated revenue from the Texas Department of Transportation is appropriated into Fund No. 3280 for the Schanen Ditch Hike and Bike Trail — Saratoga to Killarmet project for the base bid. SECTION 2. The FY 2018 Capital Improvement Budget adopted by Ordinance No. 031249 is amended to add $355,643.32 of anticipated revenue from the Texas Department of Transportation for the Schanen Ditch Hike and Bike Trail — Saratoga to Killarmet project for the base bid. SECTION 3. Revenues and expenditures in the amount of $355,643.32 are increased in the FY 2018 Capital Improvement Program Budget adopted by Ordinance No 031249. SECTION 4. The City Manager or designee is authorized to execute a contract for construction in the amount of $444,554.15 for the Schanen Ditch Hike and Bike trail — Saratoga to Killarmet project to Mo-Con Services, Inc. of Corpus Christi, Texas for the base bid. 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 PRELIMINARY PROJECT BUDGET Schanen Hike and Bike Trail - Phase 3 Bond 2012, Proposition 4 PROJECT FUNDS AVAILABLE: Parks Bond 2012, Proposition 4.................................................................................. 155,619 Community Development Funds............................................................................ 106,693 Texas Department of Transportation....................................................................... 355,643 TOTAL FUNDS AVAILABLE 617,955 FUNDS REQUIRED: Construction and Contingency Fees:...................................................................... 489,009 Construction (Mo-Con Services, Inc) THIS ITEM 444,554 Contingency (10%)........................................................................ 44,455 Construction Inspection, Testing & Oversite Fees:..................................................... 42,262 Construction Inpsection (Estimate).................................................... 21,358 Construction Materials Testing (Estimate)........................................... 12,000 Advance Funding Agreement (Texas Department of Transportation)........ 8,904 Design and Geotechnical Fees:............................................................................. 55,184 * Engineer (Martinez, Guy & Maybik, Inc.) ............................................ 49,620 Design Phase - Geotechnical Study and Testing ................................. 5,564 Reimbursements:............................................................................................... 31,500 Contract Administration (Eng Svcs Admin/Finance/Capital Budget).......... 12,200 Engineering Services (Project Mgt/Constr Mgt)..................................... 18,300 Misc. (Printing, Advertising, etc.)....................................................... 1,000 TOTAL ... ... 617,955 ESTIMATED PROJECT BUDGET BALANCE ... 0 * Amendment No. 2 for this work was administratively approved on March 1, 2016. � May 30, 2018 MARTINEZ,GUY Ricardo Martinez, P.E. &MAYBiK |NC. Project Manager MGM, Inc. ENGINEERS aSURVEYORS ^ 6000 South Staples St, Suite I07 6080 S, Staples Suite 2*7 Corpus Christi, Texas 78413 Corpus Christi Texas 78413 o61-814'3070 pav/'&08'D53-m510 Marisa A/aniz, E.I.T. City of Corpus Christi- Project Manager 12O1Leopard Street Corpus Christi, Texas 78469 RE: Schanen Ditch Hike and Bike Trail - Saratoga to 0CilUarmmet, Project No. E16258 - Letter of Recommendation of Award of Contract Dear Marisa A|aniz, Bids for the subject project were publicly opened on May 23, 2018. A total of fourteen (14) bids were received for the project (see attached bid tabulation). The three lowest apparent bidders on the project are Mo-Con Services Inc. with a total base bid of $444,554.15, Boretexu LLC with a total base bid of $546,466.37, and A. Ortiz Construction & Paving Inc. with e total base bid of $547,669.14. No Additives/A|ternateavvare included for this project. Our office has reviewed all three lowest apparent bidder's Statement of Experience /SOE\ submitted subsequent to the bid date (see attachments). During our review additional information was gathered from the three lowest bidder's provided references from previously completed projects. Both A. Ortiz Construction & Paving Inc. and Mo-Con Services Inc. have previously worked/completed projects with the city of Corpus Christi and have experience with the City's construction requirements. All three lowest apparent bidders have key personnel listed for the project (Project Manager, Superintendent, etc.) that appear to satisfy all the nnininnurn experience requirements listed in the contract docunnants. After phone interviews with the provided references from the three lowest bidder's previous projects, our office has received satisfactory reviews from the three lowest bidders for their performance and quality from their listed previous projects. Therefore, after final review from the SOE of the three lowest bidders, MGM recommends award of this project to Mo-Con Services Inc. with a total base bid of $444,554.15 as the lowest qualified bidder from the h lowest bidders Sincerely, . ^Ricardo Martinez, P.E. Attachments: CC: Consultant Project# 3541902 U NUECES RIVER NUECES BAY ^ ' LE SCALE:: N.T.S. SHIP o CORPUS CHRISTI �pp�o I LEOPARD G a' i 44 44 CORPUS CHRISTI p � 288 INTERNATIONAL F AIRPORT 358 5 Oa PROJECT LOCATION N N N P M n Q? S, O� O TEXAS A&M N UNIVERSITY CORPUS CHRISTI Y 358 o� CABANISS y OSO BAY CORPUS CHRISTI FIELD Q NAVAL AIR STATION 865 43 G FLOUR BLUFF 358 288 J O e' O 2444 3 LAGUNA MADRE LOCATION MAP NOT TO SCALE Project: E16258 CITY COUNCIL EXHIBIT Schanen Hike & Bike CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES C Corpus Chr sti Engineering Schanen Hike and Bike Trail Saratoga Blvd to Killarmet Dr Council Presentation July 31, 2018 Location Map 0 Corpus Chr 5d Engineering MINAWIE CORPUS CHP511 PROJECT LOCATION N SCALE: N.T.S. R om say r� walla cu M VicinityMap p Co�puS chi St Engineering , .. S ", pacer Corona Drive-Bond 2014,Prop.1 Under Construction a r N SCALE: N.T.S. por � Phase 5-Future � ' prp kiid,. et ` O� ase - esi n ease o ' Phase 3 - This Item ' 4 g r�r�i Phases 182-Complete SChanen Hike & Bike Trail Project Scope 400� Corpus Chr SO Engineering The Schanen Ditch Trail is a 3.5 mile trail to create off-road connectivity to numerous neighborhoods, community parks and a safe route to local schools from Yorktown Blvd. to Corona Dr. This construction contract is for Phase 3 of 5. This contract includes: • New 10ft wide concrete trail approx. 2,000LF (Saratoga Blvd to Killarmet Dr.) • Trail markers and directional signage at key locations • Safety railing along ditch side of trail • Consistent with MPO's Bike Mobility Plan • Joint TxDOT(MPO)/City project with shared cost of 80/20 respectively Other phases: • Phase 1 and 2 (complete) • Phase 4 from Killarmet to Holly(approved state funding through the MPO's 2018 Transportation Alternative Set-Aside Program) • Phase 5 from Holly to Corona (future) The Corona Dr. Bond 2014 Street Reconstruction includes multi-use trail extending connectivity of the Schanen Ditch Trail to Everhart Rd./SPID area. Project Schedule �. Corpus Chr SO Engineering • Apr May June July Aug Sep Oct Nov Dec Bid Construction Project Construction Estimate = 5 Months Projected Schedule reflects City Council award in July 2018 with anticipated completion in December 2018. i, Texas Deperbnent of Transportation MEM® 11/07/2016 To: Sarah Munoz City of Corpus Christi From: Robin Ramirez Special Projects Coordinator Subject: 0916-35-200 Attached is the Fully Executed above referenced Agreement for your record. Please contact me at 361-808-2233 or Jason Alvarez 361-808-2495, if you need additional information. Sincerely, Robin Ramirez CC: Jason Alvarez OUR VALUES: People•Accountability• Trust• Honesty OUR MISSION: Through collaboration and leadership,we deliver a safe,reliable,and integrated transportation system that enables the movement of people and goods. An Equal Opportunity Employer CSJ:0916-35-200 District#:CRP 16 Code Chart 644:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development STATE OF TEXAS § COUNTY OF TRAVIS § LOCAL PROJECT ADVANCE FUNDING AGREEMENT FOR A TRANSPORTATION ALTERNATIVES PROGRAM PROJECT MPO-Selected Off-System This Local Project Advance Funding Agreement ("LPAFA") is made between the State of Texas ("State"), acting through the Texas Department of Transportation, and City of Corpus Christi ("Local Government"), acting through its duly authorized officials. BACKGROUND Local Government and State have adopted a Master Agreement that states the general terms and conditions for transportation projects developed through this LPAFA. Local Government prepared and submitted to State or Metropolitan Planning Organization ("MPO")a nomination form for consideration under the Transportation Alternatives Program ("TAP")for the project, which is briefly described as TAP Schanen Hike and Bike Trail ("Project"). Federal law establishes federally funded programs for transportation improvements to implement its public purposes. Federal law, 23 USC§ 134 and 49 USC§5303, requires that State and MPOs develop transportation plans and programs for urbanized areas of Texas. Tex. Transp. Code §§ 201.103 and 222.052 establish that State shall design, construct, and operate a system of highways in cooperation with local governments. Federal and state laws require local governments to meet certain contract standards relating to the management and administration of State and federal funds. The Texas Transportation Commission ("Commission") passed Minute Order Number 114335 ("MO")dated August 27, 2015 awarding funding for projects in the 2015 TAP Program Call of the Corpus Christi MPO, including Project. The rules and procedures for TAP are established in 23 USC§ 213, and 43 Tex. Admin. Code Subchapter 11.F. The governing body of Local Government has approved entering into this Agreement by resolution or ordinance dated (select date),which is attached to and made a part of this Agreement as Attachment A. Therefore, State and Local Government agree as follows: AGREEMENT AFA-LPAFA_TAP Page 1 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development 1. Period of Agreement and Performance 1.1. Period of Agreement.The period of this LPAFA is as stated in the Master Agreement, without exception. 1.2. Period of Performance. a. The Performance Period for each phase of work begins on the date specified in the Federal Project Authorization Agreement("FPAA")for that phase of work. Local Government may not begin work until issued the State Letter of Authority("SLOA")for that phase of work. b. The Performance Period for each phase of work ends on the date specified in the FPAA for that phase of work. 2. Termination of the Agreement 2.1. This Agreement may be terminated by any of the following conditions: a. By mutual written consent and agreement of all parties; b. By any party with 90 days written notice;or C. By either party, upon the failure of the other party to fulfill the obligations as set forth in this Agreement.Any cost incurred due to such breach of contract shall be paid by the breaching party. 2.2. If the potential termination of this Agreement is due to the failure of Local Government to fulfill its contractual obligations,State will notify Local Government that possible breach of contract has occurred. Local Government should make every effort to remedy the breach within a period mutually agreed upon by both parties. 2.3. If Local Government withdraws from Project after this Agreement is executed, Local Government shall be responsible for all direct and indirect Project costs as identified by the State's cost accounting system and with 2 CFR Part 200 recapture requirements. 2.4. A project may be eliminated from the program as outlined below. If Project is eliminated for any of these reasons,this Agreement will be appropriately terminated. A project may be eliminated from the program,and this Agreement terminated, if: a. Local Government fails to satisfy any requirements of the program rules cited in 43 Tex. Admin. Code Subchapter 11.F. b. The implementation of Project would involve significant deviation from the activities proposed in the nomination form and approved by the Texas Transportation Commission or MPO in consultation with State. C. Local Government withdraws from participation in Project. d. State determines that federal funding may be lost due to Project not being implemented and completed. e. Funds are not appropriated, in which case this Agreement shall be terminated immediately with no liability to either party. Payment under this Agreement beyond the current fiscal biennium is subject to availability of appropriated funds. f. The associated FPAA is not issued by the end of the third federal fiscal year following the federal fiscal year for which the funds are authorized. Federal fiscal years run October 1 through September 30. AFA-LPAFA_TAP Page 2 of 15 Revised 2016-08-19 CS1:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development g. Local Government fails to attend progress meetings at least twice yearly,as scheduled by State. 2.5. State, at its sole discretion, may terminate this Agreement if State does not receive project invoice within 270 days of FPAA. 3. Amendments Amendments to this LPAFA shall be made as described in the Master Agreement,without exception. 4. Scope of Work, Use of Project,and Project Location 4.1. The scope of work for Project(located as shown in Attachment B, Project Location Map)consists of: Construction of a 10' decomposed granite shared use path located along Shea Parkway from Saratoga Blvd.to Killarmet Drive. . 4.2. Any project changes proposed must be submitted in writing by Local Government to State. Changes may also require an amendment to this Agreement and the approval of the FHWA, State, MPO, or the Commission.Any changes undertaken without written approval and amendment of this Agreement may jeopardize not only the federal funding for the changes, but the federal funding of the entire Project. 5. Right of Way and Real Property Acquisition 5.1. Right of way and real property acquisition shall be the responsibility of Local Government.Title to right of way and other related real property must be acceptable to State before funds may be expended for the improvement of the right of way or real property. If Local Government is the owner of any part of Project site under this Agreement, Local Government shall permit State or its authorized representative access to occupy the site to perform all activities required to execute the work. 5.2. Local Government will comply with and assume the costs for compliance with all the requirements of Title II and Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,42 USC§4601 et seq., including those provisions relating to incidental expenses incurred by the property owners in conveying the real property to Local Government,and benefits applicable to the relocation of any displaced person as defined in 49 CFR§24.2(g). Documentation to support such compliance must be maintained and made available to State and its representatives for review and inspection. 5.3. Local Government shall assume all costs and perform all work necessary to obtain needed evidence of title or right of use to the real property required for development of Project. Evidence of title or right of use shall be acquired in the name of(1)State, if the real property is to be made part of the State Highway System,and (2) Local Government,otherwise.The evidence of title or rights shall be acceptable to State, and be free and clear of all encroachments. Local Government shall secure and provide easements and any needed rights of entry over any other land needed to develop Project according to the approved Project plans. Local Government shall be responsible for securing any additional real property required for completion of Project. 5.4. Local Government shall prepare real property maps, property descriptions,and other data as needed to properly describe the real property and submit them to State for approval prior to Local Government acquiring the real property.Tracings of the maps shall be retained by Local Government for a permanent record. 5.5. Local Government shall determine property values for each real property parcel to be purchased with federal funds using methods acceptable to State and shall submit to State a tabulation of the values so determined,signed by the appropriate Local Government representative. The tabulations must list the AFA-LPAFA TAP Page 3 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development parcel numbers,ownership,acreage, and recommended compensation.The tabulation must be accompanied by an explanation to support the estimated values,together with a copy of the documentation and reports used in calculating each parcel's value. Expenses incurred by Local Government in performing this work may be eligible for reimbursement after Local Government has received written authorization by State to proceed with determination of real property values. State will review the data submitted and will base its reimbursement for parcel acquisitions on these in determining the fair market values. 5.6. For State-selected projects, Local Government shall not use eminent domain or condemnation to acquire real property for this TAP Project. 5.7. Reimbursement for real property costs will be made to Local Government for real property purchased in an amount not to exceed 80 percent of the cost of the real property purchased in accordance with the terms and provisions of this Agreement. Reimbursement will be in an amount not to exceed 80 percent of State's predetermined fair market value of each parcel,or the net cost thereof,whichever is less. In addition, reimbursement will be made to Local Government for necessary payments to appraisers for expenses incurred in order to assure good title. 5.8. Local Government and current property owner are responsible for any costs associated with the relocation of displaced persons and personal property as well as incidental expenses incurred in acquiring property to implement Project.State will not pay any of these costs. 5.9. If Project requires the use of real property to which Local Government will not hold title, a separate agreement between the owners of the real property and Local Government must be executed prior to execution of this Agreement.The separate agreement between Local Government and the current property owner must establish that Project will be dedicated for public use for a period of time not less than ten years after project completion and commensurate with the federal investment as outlined in 43 Tex. Admin. Code§ 11.317.The separate agreement must define the responsibilities of the parties as to the use of the real property and operation and maintenance of Project after completion.The separate agreement must be approved by State prior to its execution and a copy of the executed separate agreement shall be provided to State. 5.10. Local Government shall execute individually or produce a legal document as necessary to provide for Project's continued use from the date of completion, and agrees to cause the same to be recorded in the land records of the appropriate jurisdiction. 5.11. Local governments receiving federal funds must comply with 23 CFR Part 710 and 49 CFR Part 24,and with the procedures provided in Chapter 6 of the State's Local Government Project Policy Manual. Local Government agrees to monitor Project to ensure: (1)continued use of the property for approved activities, and (2)the repayment of the Federal funds,as appropriate. Local Government agrees to the review of their Project accounts and site visits by State during the development of Project at any time. Upon Project completion,State will continue to perform periodic visits to confirm Project's continued use and upkeep. 5.12. Before the advertisement for bids, Local Government shall provide a certification to State that all real property has been acquired. 6. Utilities Local Government shall be responsible for the adjustment, removal,or relocation of utility facilities in accordance with applicable State laws, regulations, rules, policies, and procedures, including any cost to State of a delay resulting from Local Government's failure to ensure that utility facilities are adjusted, removed, or AFA-LPAFA_TAP Page 4 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development relocated before the scheduled beginning of construction. Unless specified in (1)the nomination form approved by State or MPO in consultation with State and (2)this agreement, Local Government will not be reimbursed with federal or state funds for the cost of required utility work. Local Government must obtain advance approval for any variance from established procedures. Before a construction contract is let, Local Government shall provide,at State's request,a certification stating that Local Government has completed the adjustment of all utilities that must be adjusted before construction begins.Additional utility work may be required due to unknown conditions discovered during construction.These costs may be eligible for TAP participation if: (1)the activity is required to complete Project; (2)the cost is incidental to Project;and (3)TAP funding is available.Any change orders must be approved by State prior to incurring any cost for which reimbursement is sought. 7. Environmental Assessment and Mitigation Development of Project must comply with the National Environmental Policy Act and the National Historic Preservation Act of 1966,which require environmental clearance of federal-aid projects. 7.1. Local Government is responsible for the identification and assessment of any environmental problems associated with the development of Project. 7.2. Local Government is responsible for the cost of any environmental problem's mitigation and remediation.These costs will not be reimbursed or credited towards Local Government's financial share of Project unless specified in the nomination form and approved by State or MPO in consultation with State. 7.3. Local Government is responsible for providing any public meetings or public hearings required for development of the environmental assessment. 7.4. Before the advertisement for bids, Local Government shall provide to State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained. 8. Architectural and Engineering Services Architectural and engineering services for preliminary engineering will be provided by Local Government. In procuring professional services,the parties to this Agreement must comply with federal requirements cited in 23 CFR Part 172 if Project is federally funded and Local Government will be seeking reimbursement for these services;and with Tex. Gov't Code Subchapter 2254.A., in all cases. Professional services contracts for federally funded projects must conform to federal requirements. For State-selected projects, architectural and engineering services are not eligible for TAP reimbursement. 8.1. The architectural contract documents shall be developed in accordance with the standards of the American Institute of Architects,the U.S. Secretary of the Interior's Standards for Historic Preservation Projects,Standards and Guidelines for Archeology and Historic Preservation,the National Register Bulletin Number 36: Guidelines for Evaluating and Registering Historical Archeological Sites and in consultation with the State Historic Preservation Officer,as applicable.The engineering plans shall be developed in accordance with State's applicable Standard Specifications for Construction and Maintenance of Highways,Streets and Bridges and the two American Association of State Highway and Transportation Officials'("AASHTO") publications, "A Policy on Geometric Design of Highways and Streets" and "Guide for the Development of Bicycle Facilities," as applicable. All contract procurement procedures and documents must adhere to the applicable requirements established in the Standard Specifications for Construction and Maintenance of Highways,Streets and Bridges.The use of other systems of specifications shall be approved by State in writing in advance. AFA-LPAFA_TAP Page 5 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development 8.2. When architectural and engineering services are provided by or through Local Government, Local Government shall submit any plans it has completed to State for review and approval. Local Government may also submit the plans to State for review any time prior to completion. Local Government shall make the necessary revisions determined by State. Local Government will not let the construction contract until all required plans have received State approval. 8.3. When architectural and engineering services are provided by or through State,then the following applies: State is responsible for the delivery and performance of any required architectural or preliminary engineering work. Local Government may review and comment on the work as required to accomplish Project purposes. State will cooperate with Local Government in accomplishing these Project purposes to the degree permitted by state and federal law. 9. Construction Responsibilities 9.1. Local Government shall advertise for construction bids, issue bid proposals, receive and tabulate the bids, and award and administer the contract for construction of Project.Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments,or additional work orders that may become necessary subsequent to the award of the construction contract. In order to ensure federal funding eligibility, projects must be authorized by State prior to advertising for construction. 9.2. All contract letting and award procedures must be approved by State prior to letting and award of the construction contract,whether the construction contract is awarded by State or by Local Government. 9.3. All contract change order review and approval procedures must be approved by State prior to start of construction. 9.4. Upon completion of Project,the party constructing Project will issue and sign a "Notification of Completion" acknowledging Project's construction completion. 9.5. For federally funded contracts,the parties to this Agreement will comply with federal construction requirements provided in 23 CFR Parts 633 and 635,and shall include the latest version of Form "FHWA- 1273" in the contract bidding documents. If force account work will be performed,a finding of cost Y effectiveness shall be made in compliance with 23 CFR Subpart 635.8. I 9.6. Any field changes,supplemental agreements,or revisions to the design plans that may occur after the construction contract is awarded will be mutually agreed to by State and Local Government prior to authorizing the contractor to perform the work. Prior to completion of Project,the party responsible for construction will notify the other party to this Agreement of the anticipated completion date. All parties will be afforded the opportunity to assist in the final review of the construction services performed by the contractor. 10. Project Maintenance 10.1. Upon completion of Project, Local Government will be responsible for maintaining the completed facility for public use.The property shall be maintained and operated for the purpose for which it was approved and funded for a period of time commensurate with the federal investment or State rules,whichever is greater. Should Local Government at any time after Project completion decide it can no longer maintain and operate Project for its intended purpose, Local Government shall consult with State and the FHWA as to the disposal or alternate uses, consistent with Project's original intent.State may require Local Government to return the federal funds in accordance with 2 CFR Part 200 federal recapture requirements.Should Local Government consider conveying the property, State and FHWA must be AFA-LPAFA_TAP Page 6 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development notified prior to the sale,transfer,or disposal of any property that received federal funds. Written concurrence of approval for the transaction, detailing any required recapture, must be obtained from FHWA prior to the transaction. Advance notice from Local Government of their intended action must be submitted to State for an FHWA review a minimum of 90 days prior to any action being taken by Local Government. Local Government shall be held responsible for reimbursement of all federal funds used or a portion of those funds based on a pro-rata amount, considering the original percentage of federal funds provided and the time elapsed from Project completion date. This same percentage of reimbursement also applies to any amount of profit that may be derived from the conveyance of the property,as applicable. 10.2. Any manufacturer warranties extended to Local Government as a result of Project shall remain in the name of Local Government. State shall not be responsible for honoring any warranties under this Agreement. 10.3. Should Local Government derive any income from the development and operation of Project, a portion of the proceeds sufficient for the maintenance and upkeep of the property shall be set aside for future maintenance.A project income report shall be submitted to State on a quarterly basis. Monies set aside according to this provision shall be expended using accounting procedures and with the property management standards established in 2 CFR Part 200. 10.4. Should any historic properties be included in or affected by this federally funded Project,the historic integrity of the property and any contributing features must continue to be preserved regardless of any approved changes that may occur throughout the life of Project. 11. Local Project Sources and Uses of Funds 11.1. A Project Budget Estimate and Source of Funds is provided as Attachment C,showing the total estimated development cost of Project.This estimate shows the itemized cost of real property, utilities, environmental assessments,construction, and other construction related costs.To be eligible for reimbursement or as in-kind contribution, costs must have been included in the nomination form approved by the Texas Transportation Commission or MPO in consultation with State. State and the Federal Government will not reimburse Local Government for any work performed outside the Performance Period.After federal funds have been obligated,State will send to Local Government a copy of the formal documentation showing the obligation of funds including federal award information. Local Government is responsible for 100 percent of the cost of any work performed under its direction or control before the federal spending authority is formally obligated. 11.2. If Local Government will perform any work under this Agreement for which reimbursement will be provided by or through State, Local Government must complete training in Local Government Procedures Qualification for the Texas Department of Transportation before federal spending authority is obligated. Training is complete when at least one individual who is working actively and directly on Project successfully completes and receives a certificate for the course. Local Government shall provide the certificate of qualification to State.The individual who receives the training certificate may be an employee of Local Government or an employee of a firm that has been contracted by Local Government to perform oversight of Project.State in its discretion may deny reimbursement if Local Government has not designated a qualified individual to oversee Project. 11.3. The Project budget and source of funds estimate based on the budget provided in the nomination form is included as Attachment C.Attachment C shows the percentage and estimated dollar amounts to be contributed to Project by state and local sources,as well as the maximum amount in federal Transportation Alternative Program funds assigned by the Commission or MPO in consultation with State AFA-LPAFA_TAP Page 7 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development to Project.This Agreement may be amended from time to time as required to meet the funding commitments based on revisions to the Transportation Improvement Program, Federal Project Authorization and Agreement("FPAA"), or other federal documents. 11.4. Local Government will be responsible for all non-federal participation costs associated with Project, including any overruns in excess of Project's estimated budget and any operating or maintenance expenses. 11.5. State will be responsible for securing the federal share of funding required for the development and construction of Project, in an amount not to exceed 80 percent of the actual cost of the work up to the amount of funds approved for Project by the Texas Transportation Commission or MPO in consultation with State. Federal funds will be reimbursed on a cost basis. Project costs incurred prior to issuance of the SLOA are not eligible for reimbursement. 11.6. Following execution of this Agreement, but prior to the performance of any plan review work by State, Local Government will pay to State the amount specified in Attachment C for plan review. At least 60 days prior to the date set for receipt of the construction bids, Local Government shall remit its remaining local match as specified in Attachment C for State's estimated construction oversight and construction cost. 11.7. In the event State determines that additional funding is required by Local Government at any time during Project,State will notify Local Government in writing. Local Government is responsible for the percentage of the authorized Project cost shown in Attachment C and 100 percent of any overruns above the federally authorized amount. Local Government will make payment to State within 30 days from receipt of State's written notification. 11.8. Whenever funds are paid by Local Government to State under this Agreement, Local Government will remit a warrant made payable to the "Texas Department of Transportation."The warrant will be deposited by State and managed by State. Funds may only be applied by State to Project. 11.9. Upon completion of Project,State will perform an audit of Project costs.Any funds due to Local Government,State,or the Federal Government will be promptly paid by the owing party. If after final Project accounting, any excess funds remain,those funds may be applied by State to Local Government's contractual obligations to State under another advance funding agreement with approval by appropriate personnel of Local Government. 11.10. In the event Project is not completed,State may seek reimbursement from Local Government of the expended federal funds. Local Government will remit the required funds to State within 60 days from receipt of State's notification. 11.11. If any existing or future local ordinances,commissioners court orders, rules, policies,or other directives, including but not limited to outdoor advertising billboards and storm water drainage facility requirements, are more restrictive than state or federal regulations,or if any other locally proposed changes, including but not limited to plats or re-plats, result in increased costs,then any increased costs associated with the ordinances or changes will be paid by Local Government.The cost of providing right of way acquired by State shall mean the total expenses in acquiring the property interests through negotiations, including, but not limited to,expenses related to relocation, removal,and adjustment of eligible utilities. 11.12. The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under the Agreement or indirectly through a contract or subcontract under the Agreement. Acceptance of funds directly under the Agreement or indirectly through a contract or subcontract under AFA-LPAFA_TAP Page 8 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development this Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee,to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. 11.13. State will not pay interest on any funds provided by Local Government. 11.14. State will not execute the contract for the construction of Project until the required funding has been made available by Local Government in accordance with this Agreement. 11.15. Local Government is authorized to submit requests for reimbursement by submitting the original of an itemized invoice in a form and containing all items required by State no more frequently than monthly, and no later than 90 days after costs are incurred. If Local Government submits invoices more than 90 days after the costs are incurred,and if federal funding is reduced as a result, State shall have no responsibility to reimburse Local Government for those costs. 11.16. If Local government is an Economically Disadvantaged County("EDC")and if State has approved adjustments to the standard financing arrangement,this agreement reflects those adjustments. 12. Document and Information Exchange Local Government agrees to electronically deliver to State all general notes,specifications, contract provision requirements,and related documentation in a Microsoft Word or similar format. If requested by State, Local Government will use State's document template. Local Government shall also provide a detailed construction time estimate, including types of activities and month in which the activity will be completed, in the format required by State.This requirement applies whether Local Government creates the documents with its own forces or by hiring a consultant or professional provider. At the request of State, Local Government shall submit any information required by State in the format directed by State. 13. Incorporation of Master Agreement Provisions This LPAFA incorporates all of the governing provisions of the Master Agreement in effect on the date of final execution of this LPAFA, unless an exception has been made in this agreement. 14. Compliance with Laws The parties shall comply with all federal,state, and local laws,statutes, ordinances, rules and regulations,and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of this LPAFA. When required, Local Government shall furnish State with satisfactory proof of this compliance. 15. Disadvantaged Business Enterprise Program Requirements 15.1. The parties shall comply with the Disadvantaged Business Enterprise ("DBE") Program requirements established in 49 CFR Part 26. 15.2. Local Government shall adopt, in its totality, State's federally approved DBE program. 15.3. Local Government shall set an appropriate DBE goal consistent with State's DBE guidelines and in consideration of Local market, project size, and nature of the goods or services to be acquired. Local Government shall have final decision-making authority regarding the DBE goal and shall be responsible for documenting its actions. AFA-LPAFA_TAP Page 9 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development 15.4. Local Government shall follow all other parts of State's DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the Texas Department of Transportation's Federally-Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address: http://ftp.dot.state.tx.us/pub/txdot-info/bop/dbe/mou/mou attachments.pdf. 15.5. Local Government shall not discriminate on the basis of race,color, national origin, or sex in the award and performance of any DOT-assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT-assisted contracts. State's DBE program,as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this Agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to Local Government of its failure to carry out its approved program, State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 USC 1001 and the Program Fraud Civil Remedies Act of 1986(31 USC§3801 et seq.). 15.6. Each contract Local Government signs with a contractor(and each subcontract the prime contractor signs with a subcontractor) must include the following assurance: The contractor,sub-recipient, or sub-contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate. 16. Debarment Certifications The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension."By executing this Agreement, Local Government certifies that it and its principals are not currently debarred,suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, and further certifies that it will not do business with any party,to include principals,that is currently debarred,suspended,or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549.The parties to this Agreement shall require any party to a contract,subcontract,or purchase order awarded under this Agreement to certify its eligibility to receive federal funds and,when requested by State,to furnish a copy of the certification. 17. Lobbying Certification In executing this Agreement, each signatory certifies to the best of that signatory's knowledge and belief,that: 17.1. No federal appropriated funds have been paid or will be paid by or on behalf of the parties to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress,an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract,the making of any federal grant,the making of any federal loan,the entering into of any cooperative agreement,and the extension,continuation, renewal, amendment,or modification of any federal contract,grant, loan,or cooperative agreement. 17.2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with federal contracts, grants, loans,or cooperative agreements,the signatory for Local Government shall complete AFA-LPAFA_TAP Page 10 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development and submit the federal Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. 17.3. The parties shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts,sub-grants, and contracts under grants, loans, and cooperative agreements) and all sub-recipients shall certify and disclose accordingly. Submission of this certification is a prerequisite imposed by 31 USC§ 1352 for making or entering into this transaction. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than$100,000 for each such failure. 18. Insurance 18.1. Should this Agreement authorize Local Government or its contractor to perform any work on State right of way, before beginning work,the entity performing the work shall provide State with a fully executed copy of State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on State right of way is complete. If coverage is not maintained,all work on State right of way shall cease immediately, and State may recover damages and all costs of completing the work. 18.2. For projects including buildings, Local Government agrees to insure the building according to Department specifications and further agrees to name the Federal Government as a "Loss Payee"should the building be destroyed. 19. Federal Funding Accountability and Transparency Act Requirements 19.1. Any recipient of funds under this agreement agrees to comply with the Federal Funding Accountability and Transparency Act("FFATA")and implementing regulations at 2 CFR Part 170, including Appendix A. This agreement is subject to the following award terms: http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22705.pdf and http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22706.pdf. 19.2. Local Government agrees that it shall: a. Obtain and provide to State a System for Award Management ("SAM") number(Federal Acquisition Regulation ("FAR")Subpart 4.11) if this award provides more than$25,000 in Federal funding.The SAM number may be obtained by visiting the SAM website whose address is https://www.sam.gov/portal/public/SAM/ b. Obtain and provide to State a Data Universal Numbering System ("DUNS") number,a unique nine-character number that allows the federal government to track the distribution of federal money.The DUNS number may be requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet on-line registration website http://fedgov.dnb.com/webform; and C. Report the total compensation and names of its top five executives to State if: 1. More than 80 percent of annual gross revenues are from the Federal government, and those revenues are greater than $25,000,000; and 2. The compensation information is not already available through reporting to the U.S. Securities and Exchange Commission. AFA-LPAFA_TAP Page 11 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development 20. Single Audit Report 20.1. The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in 2 CFR Part 200. 20.2. If threshold expenditures of$750,000 or more are met during the fiscal year,the Local Government must submit a Single Audit Report and Management Letter(if applicable)to TxDOT's Audit Office, 125 East 11th Street,Austin,TX 78701 or contact TxDOT's Audit Office at http://www.txdot.gov/inside- txdot/office/audit/contact.html. If expenditures are less than the threshold during Local Government's fiscal year, Local Government must submit a statement to TxDOT's Audit Office as follows: We did not meet the$ expenditure threshold and therefore, are not required to have a single audit performed for FY 20.3. For each year Project remains open for federal funding expenditures, Local Government will be responsible for filing a report or statement as described above. The required annual filing shall extend throughout the life of the agreement, unless otherwise amended or Project has been formally closed out and no charges have been incurred within the current fiscal year. 21. Civil Rights Compliance 21.1. Compliance with Regulations:The Local Government will comply with the Acts and the Regulations relative to Nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation (USDOT),the Federal Highway Administration (FHWA),as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 21.2. Nondiscrimination:The Local Government,with regard to the work performed by it during the contract, will not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Local Government will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 45 CFR Part 21. 21.3. Solicitations for Subcontracts,Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment,each potential subcontractor or supplier will be notified by the Local Government of the Local Government's obligations under this contract and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color,or national origin. 21.4. Information and Reports:The Local Government will provide all information and reports required by the Acts,the Regulations,and directives issued pursuant thereto, and will permit access to its books, records, accounts,other sources of information,and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations and instructions. Where any information required of the Local Government is in the exclusive possession of another who fails or refuses to furnish this information,the Local Government will so certify to the State or the FHWA, as appropriate,and will set forth what efforts it has made to obtain the information. AFA-LPAFA_TAP Page 12 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development 21.5. Sanctions for Noncompliance: In the event of the Local Government's noncompliance with the Nondiscrimination provisions of this contract,the State will impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. withholding of payments to the Local Government under the contract until the Local Government complies and/or b. cancelling,terminating,or suspending of the contract, in whole or in part. 21.6. Incorporation of Provisions:The Local Government will include the provisions of paragraphs 21.1 through 21.6 in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Acts,the Regulations and directives issued pursuant thereto.The Local Government will take action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided,that if Local Government becomes involved in,or is threatened with, litigation with a subcontractor, or supplier because of such direction,the Local Government may request the State to enter into such litigation to protect the interests of the State. In addition,the Local Government may request the United States to enter into such litigation to protect the interests of the United States. 22. Pertinent Non-Discrimination Authorities During the performance of this contract,the Performing Agency,for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities; including but not limited to: 22.1. Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat. 252), (prohibits discrimination on the basis of race,color, national origin); and 49 CFR Part 21. 22.2. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects). 22.3. Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.),as amended, (prohibits discrimination on the basis of sex). 22.4. Section 504 of the Rehabilitation Act of 1973' (29 U.S.C. § 794 et seq.)as amended, (prohibits discrimination on the basis of disability);and 49 CFR Part 27. 22.5. The Age Discrimination Act of 1975, as amended, (49 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age). 22.6. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as amended, (prohibits discrimination based on race,creed,color, national origin,or sex). 22.7. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities"to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors,whether such programs or activities are Federally funded or not). AFA-LPAFA_TAP Page 13 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development 22.8. Titles II and III of the Americans with Disabilities Act,which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation,and certain testing entities(42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38. 22.9. The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex). 22.10. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations. 22.11. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency(LEP).To ensure compliance with Title VI,the parties must take reasonable steps to ensure that LEP persons have meaningful access to the programs (70 Fed. Reg. at 74087 to 74100). 22.12. Title IX of the Education Amendments of 1972,as amended,which prohibits the parties from discriminating because of sex in education programs or activities(20 U.S.C. 1681 et seq.). AFA-LPAFA_TAP Page 14 of 15 Revised 2016-08-19 CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development 23. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented. Each party is signing this agreement on the date stated opposite that party's signature. City of Corpus Christi Date: )ID. By: Margie C. Rose �-- City Manager Hi TEST: I� REBECCA HUERTA THE STATE OF TEXAS CITY SECRETARY - Date: Kenneth Stewart Director of Contrac rvices Texas Department of Transportation Approved as to f0rmg"I I I� ssistant City Attorn For City Attorney S Cao . A j H Mitt eFr,pfT a�A° AFA-LPAFA_TAP Page 15 of 15 Revised 2016-08-19 C51:0916-35-200 ' District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development ATTACHMENT A RESOLUTION OF LOCAL GOVERNMENT Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT)for the next SECTION of the Schanen Hike and Bike Trail located along Shea Parkway from Saratoga Boulevard to Kiilarmet Drive with the City's local participation in the amount of $8,904 for reimbursement of direct state costs associated with the project. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,TEXAS: SECTION 1. The City Manager or designee is authorized to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for the next section of the Schanen Hike and Bike Trail located along Shea Parkway from Saratoga Boulevard to Killarmet Drive. ATTEST THE CITY OF CORPUS CHRISTI I :� im �-\,-- . Rebecca Huerta Nelda Martinez City Secretary Mayor 030980 INDEXED AFA-LPAFA TAP Paee 1 of 2 Attachment A CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA#:20.205 Not Research and Development ATTACHMENT A RESOLUTION OF LOCAL GOVERNMENT Corpus Christi,Texa�s r 't,, 11 of / _ F/ , � ,� The above resolution was passed by the following vote; Nelda Martinez L Rudy Garza Michael Hunter Chad Magill ( Colleen McIntyre -A 0 Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Okiu- 030980 AFA-LPAFA TAP Paee 2 of 2 Attachment A CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) 1. the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. Legistar Number: 16-1112 _ First Reading for the City Council Meeting of September 27, 2016 - Second Reading for the City Council Meeting of October 11, 2016 Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for the next section of the Schanen Hike and Bike Trail located along Shea Parkway from Saratoga Boulevard to Killarmet Drive with the City's local participation in the amount of$8,904 for reimbursement of direct state costs associated with the project Amount Required: $8,904 Accounting Account _ nt Fund Name_ Unit No. Activity No. Amount LL Park& Rec 2010 GO Bond 2008 3292-141 550910 E14066-01-3292-EXP $8,904 Total $8,904 Certification of Funds Required Director of Financial Services Date: CBCT 1 1 2016 Milli C+UserstAtybtAppDaiaVoamiV154Tamp15Afc6871-da5d-4bN-Wl *9et4A3 d`ocx CSJ:0916-35-200 District#:CRP 16 Code Chart 64#:09800 Project:TAP SCHANEN HIKE AND BIKE TRAIL Limits:FROM SARATOGA BLVD TO KILLARMET DRIVE FH WA CFDA#:20.205 Not Research and Development ATTACHMENT B PROJECT LOCATION MAP 4 C33' OORM CSI CQRF�s CHRisn BAY c n z .- 44 v +• zea a ` PROTECT LOCATION sCuvEN UYTCH NIKE & BSE TRAIL--PIMSE 0 iew s*; OSO BAY { CORP-,% F[o •e �utvxcfi S FLOUR kFF, � rib F LACUNA MADRE LQLATIQU„A44 SUBJECT: CITY OF CORPUS CHRISTI SCHANEN DITCH HIKE&BIKE TRAIL-PHASE it Traffic EVe'reenng D!v^ ass in5tre-e ope abws Departmeat AFA-LPAFA_TAP Page 1 of 1 Attachment B CSJ: 0916-35-200 District #: CRP 16 Code Chart 64#: 09800 Project: TAP SCHANEN HIKE AND BIKE TRAIL Limits: FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA #: 20.205 Not Research and Development ATTACHMENT C PROJECT ESTIMATE AND SOURCE OF FUNDS LG Lets Project to Construction Work Performed by Local Government ("LG") Description of Project Costs to be Incurred Total Project Cost Estimate Federal Participation Includes additional percentage for TDC apportionment where applicable State Participation Local Government (LG) Participation Includes any EDC reduction where applicable Cost % Cost % Cost Planning/Maps/Education/Non-CST $0 0% $0 0% $0 0% $0 Preliminary Engineering $0 0% $0 0% $0 0% $0 Environmental Cost $0 0% $0 0% $0 0% $0 Right of Way $0 0% $0 0% $0 0% $0 Utilities $0 0% $0 0% $0 0% $0 Construction $591,480.00 80% $473,184.00 0% $0 20% $118,296.00 In-kind donation Value (Add to Total Project Cost - 20% Maximum value) $0 0% $0 0% $0 0% $0 Work by LG Subtotal $591,480.00 $473,184.00 $0 $118,296.00 Work Performed by the State (Local Participation paid up front by LG to TxDOT) Preliminary Engineering) $0 0% $0 0% $0 0% $0 Environmental Cost1 $0 0% $0 0% $0 0% $0 Right of Way3 $0 0% $0 0% $0 0% $0 Utilities2 $0 0% $0 0% $0 0% $0 Construction2 $0 0% $0 0% $0 0% $0 Work by State Subtotal $0 $0 $0 $0 AFA-LPAFA_TAP Page 1 of 2 Attachment C CSJ: 0916-35-200 District #: CRP 16 Code Chart 64#: 09800 Project: TAP SCHANEN HIKE AND BIKE TRAIL Limits: FROM SARATOGA BLVD TO KILLARMET DRIVE FHWA CFDA #: 20.205 Not Research and Development Direct and Indirect State Costs Incurred for Review, Inspection, Administration & Oversight Description of Project Costs to be Incurred Total Project Cost Estimate Federal Participation Includes additional percentage for TDC apportionment where applicable State Participation Local Government (LG) Participation Includes any EDC reduction where applicable Cost % Cost % Cost Preliminary Engineering) $16,029.00 80% $12,823.20 0% $0 20% $3,205.80 Environmental Costl $3561.00 80% $2,848.80 0% $0 20% $712.20 Right of Way1 $3561.00 80% $2,848.80 0% $0 20% $712.20 Utilities) $3561.00 80% $2,848.80 0% $0 20% $712.20 Construction2 $17,808.00 80% $14,246.40 0% $0 20% $3,561.60 Direct State Costs Subtotal $44,520.00 80% $35,616.00 20% $0.00 20% $8,904.00 Indirect State Cost $33,950.00 $33,950.00 TOTAL PARTICIPATION $669,950.00 $508,800.00 $33,950.00 $127,200.00 In-kind Contribution Credit Applied 0% $0 TOTAL REMAINING PARTICIPATION AFTER IN-KIND CONTRIBUTION $0 The estimated total participation by Local Government is $127,200.00, plus 100% of overruns. Total estimated payment by Local Government to State is $8,904.00. 1Local Government's first payment of $5,342.40 is due to State within 30 days from execution of this contract. 2 Local Government's second payment of $ 3,561.60 is due to State within 60 days prior to the Construction contract being advertised for bids. 31f ROW is to be acquired by State, Local Government's share of property cost will be due prior to acquisition. The eligible percent of required local match is stated in the nomination and must be 20% or greater, unless In -Kind, EDC adjustments or TDCs are applied. This is an estimate, the final amount of Local Government participation will be based on actual costs. Maximum federal TAP funds available for Project are $508,800.00. AFA-LPAFA_TAP Page 2 of 2 Attachment C se O �A H v AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of July 31, 2018 "CORPOppjESecond Reading Ordinance for the City Council Meeting of August 14, 2018 1852 DATE: 07/13/2018 TO: Keith Selman, Interim City Manager FROM: Nina Nixon-Mendez, FAICP, Director of Development Services NinaM@cctexas.com (361) 826-3276 Authorizing a Use Privilege Agreement for installation of a private wastewater collection system and conveyance system force main CAPTION: Ordinance authorizing a Use Privilege Agreement (UPA) with Valls Wildcat II, LLC ("Permittee") to install a private wastewater collection system and conveyance system force main. PURPOSE: Valls Wildcat II, LLC, ("Permittee") has a facility located at 1402 Spindletop Road at the intersection of Spindletop Road and Leopard Street. The Permittee intends to install a private lift station on the property and install 780-linear feet of 2-inch force main piping that will discharge the wastewater from the private lift station to the City's collection system. BACKGROUND AND FINDINGS: Valls Wildcat II, LLC, ("Permittee") has a facility located 1402 Spindletop Road at the intersection of Spindletop Road and Leopard Street. Valls Wildcat II, LLC, intends to install a private lift station and would like to discharge the wastewater to the City's collection system. The wastewater will be carried via 780-linear feet of proposed 2-inch force main piping and run along the public right-of-way along Leopard Street and will discharge to a wastewater manhole located on Southern Minerals Road. In order to cross under Southern Minerals Road, boring under the street will be necessary to install the piping. The proposed system will collect wastewater flow from the building, convey it to an onsite private lift station and the private lift station will discharge the wastewater to the City's collection system. The proposed lift station will be located on private property. The private force main will run along the Leopard Street right-of-way. The force main will be operated and maintained privately. ALTERNATIVES: Deny the request of a Use Privilege Agreement. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: City Charter Article IX, Section 1, requires City Council approval for use of any portion of public right-of-way for private purposes. Ordinance 026217, Section 3. Section. 49-61. Fees for use of public ways by unauthorized pipelines. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies had any objections regarding the proposed Use Privilege Agreement, provided the applicant meets the specified conditions set out in the Use Privilege Agreement. FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital ❑ Not Applicable ❑ Other Project to Date Fiscal Year: 2017-2018 Expenditures Current Year Future TOTALS (CIP only) Years Line Item Budget Encumbered / Expended Amount This item $1,560.00 $1,560.00 BALANCE i r $1,560.00 1 $1,560.00 Fund(s): Comments: None RECOMMENDATION: Staff recommends approval and adoption of the ordinance. Owners must comply with all the following specified conditions of the ordinance: a. In exchange for the City's authorization for use of the public right-of-way by the Permittee for the stated purpose, the Permittee agrees to provide the City with a one-time Use Privilege Agreement fee of $1,560.00. b. The Permittee' use of the private wastewater sewer main is strictly limited to serving the Permittee' facilities on Spindletop Road. Permittee may not provide wastewater service through the wastewater sewer main to any facilities other than the facilities specified in this section nor may Permittee permit or allow anyone else to provide wastewater service or any other service through the force main to any facility whether owned by the Permittee or by another person or entity. c. All costs incurred to install, operate, maintain, repair, and remove the wastewater sewer main are the sole responsibility of the Permittee. LIST OF SUPPORTING DOCUMENTS: Ordinance Use Privilege Agreement with exhibits Presentation Ordinance authorizing a Use Privilege Agreement with Valls Wildcat II, LLC, ("Permittee") to install a private wastewater collection system and conveyance system force main WHEREAS, Valls Wildcat II, LLC, ("Permittee"), desires to install, operate, maintain, repair, and remove a private wastewater collection system and conveyance system force main ("Wastewater Line") located at the intersection of Leopard Street and Southern Minerals Road; WHEREAS, the Permittee has requested, and the City of Corpus Christi ("City") desires to execute, a one-year term Use Privilege Agreement ("Agreement"). At the end of the initial term, this Agreement renews automatically, in order to accomplish the purpose and use intended by the Permittee within the public right-of-way; WHEREAS, in accordance with Article IX, Section 1 of the City Charter, the City Council authorizes the City Manager or designee to enter into the Agreement for the benefit of the City and the Permittee, subject to the Permittee' compliance with the specified provisions of the Use Privilege Agreement. 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 one-year term Use Privilege Agreement ("Agreement"). At the end of the initial term, this Agreement with Valls Wildcat II, LLC, ("Permittee"), renews automatically, to allow the Permittee to install, operate, maintain, and remove a private wastewater sanitary sewer main ("Wastewater Line") located at the intersection of Leopard Street and Southern Minerals Road, such Agreement at all times subject to the Permittee' compliance with the conditions specified in the Agreement. A copy of the Agreement is attached to this ordinance and being incorporated by reference into this ordinance as if fully set out herein in their entirety. SECTION 2. The Agreement authorized in Section 1 of this ordinance is subject to the Permittees' compliance with the conditions of the Agreement including, but not limited to, the provisions specified below: a. In exchange for the City's authorization for use of the public right-of-way by the Permittee for the stated purpose, the Permittee agrees to provide the City with a one-time Use Privilege Agreement fee of $1,560.00. b. The Permittee' use of the wastewater sanitary sewer main is strictly limited to serving the Permittee's Valls Wildcat II, LLC, facilities. Permittee may not provide wastewater service through the wastewater sanitary sewer main to any facilities other than the facilities specified in this section, nor may Permittee permit or allow anyone else to provide wastewater service or any other service through the two-inch wastewater sanitary sewer main to any facility whether owned by the Permittee or by another person or entity. C. All costs incurred to install, operate, maintain, repair, and remove the wastewater sewer main are the sole responsibility of the Permittee. 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 USE PRIVILEGE AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § This use privilege agreement ("Agreement") is entered into by and between the City of Corpus Christi ("City"), a Texas home-rule municipal corporation, and Valls Wildcat Il, LLC, a Texas limited liability company, whose business address is 210 S. Caranacahua, Suite, 600, Corpus Christi, TX 78401 In accordance with Article IX, Section 1, of the City's City Charter and in consideration of a one-time payment of ($1,560.00) paid by Permittee, the receipt of which for the initial year is acknowledged, the City has granted and conveyed, and by these presents does grant and convey to Permittee, for the term and upon the conditions stated in this Agreement, a use privilege for the right to install, operate, maintain, repair, and remove, approximately 780 LF of 2" forced main piping, as shown in Exhibits "A" (Location Map) and "B" (Plan View and Profile View). Exhibits "A" and "B" are attached to this Agreement and incorporated into this Agreement by reference as if fully set out herein in their entirety. The area in which the use privilege is granted for the location of the Permittee's Wastewater Line is referred to in this Agreement as the "Use Privilege Area." TO HAVE AND TO HOLD the same use privilege granted unto Permittee, its successors, and assigns, together with the right under the conditions specified in this Agreement, to at any time enter upon the above described Use Privilege Area to install, operate, maintain, repair, or remove Permittee's Wastewater Line, and being further understood that the use privilege granted by this Agreement is subject to the Permittee's compliance at all times with the following conditions, the City and Permittee agree as follows: A. This Agreement, and the rights granted under the Agreement, may be revoked at any time by the City upon providing the Permittee not less than 30 days notice in writing by the City's City Manager, or his designee ("City Manager"). In the event of a revocation by the City Manager or earlier termination of this Agreement by either party, no portion of any payment made under this Agreement is refundable to the Permittee. B. This Agreement is for a term of one (1) year from the date executed by the City. At the end of the initial term, this Agreement renews automatically unless the Permittee or the City provides written notice of intent not to renew to the non- terminating party at least 60 days before the end of any annual term. C. This Agreement may not be assigned by Permittee without the City Manager's prior written consent. Page 1 of 8 D. During construction or maintenance of improvements pertaining to the Use Privilege Area granted under this Agreement, insurance requirements are as stated in Exhibit 1, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Before construction or maintenance of the improvements pertaining to the Use Privilege Area granted under this Agreement can begin, the Permittee must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and Director of Development Services Department. 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. E. Should construction be deemed necessary by Permittee in the Use Privilege Area, construction plans and specifications for all proposed work shall be submitted in advance by the Permittee to the City's City Engineer for approval prior to beginning the construction process. The plans must show the depth, and location of the proposed construction and distance from existing water, storm water, wastewater, and gas lines. The Permittee shall also comply with any other laws, rules, regulations, and ordinances applicable to construction in the City and in the public right-of-way, including obtaining all required permits. F. Prior to the start of any approved construction, Permittee shall require every contractor and subcontractor to provide a Certificate of Insurance reflecting insurance in coverage amounts as set forth in Exhibit "C." Additionally, Permittee shall require their contractors and subcontractors to indemnify the City, its officers, officials, employees, representatives, agents, licensees, and invitees in the same manner that Permittee has provided indemnification to the City pursuant to this Agreement. G. Permittee shall provide all necessary and proper safety devices so as to prevent injuries or accidents in the Use Privilege Area, in as much as possible. H. At least 48 hours prior to beginning any approved construction, Permittee shall contact 1-800-DIG-TESS and the Lone Star Notification Center (1-800-669- 8344), and any other required agency or authority. Additionally, at least 48 hours prior to beginning any approved construction, Permittee shall give notice and verify depth and location of communication lines or communication fiber optic cables, whichever is applicable, to the following: • City Utility Departments, including Water, Storm water, Wastewater and Gas; • American Electric Power(AEP); Page 2of8 • American Telephone and Telegraph (AT&T); • CenturyTel; • Time Warner; • Grande Communications; and • Any and all other certified telecommunications providers. A City inspector may request a utility line be uncovered to verity its depth or location. I. Any construction process and use of the Use Privilege Area by Permittee shall not interfere with the construction, installation, operation, maintenance, repair, removal or replacement by the City or any of its agents, contractors, or franchisees of any existing or future proposed sidewalks, utility lines, or other uses. If the City or any franchisee with utilities currently located in said public right-of-way needs access to the right-of-way, Permittee shall pay for removing or relocating the private wastewater line in the Use Privilege Area to allow access to utility lines for maintenance, repair, removal, or replacement of the utility lines. The Permittee shall repair the Use Privilege Area to its original condition or cease to use the Use Privilege Area, at which time this AGREEMENT terminates immediately. J. Traffic Engineer requirements pertaining to this Agreement, if applicable in context: 1. At least 48 hours prior to commencing any approved construction, the Permittee shall file and obtain approval for a traffic control plan with the City's Traffic Engineer. No closure or barricading of a public right-of-way or any portion of a public right-of-way may occur before approval of the traffic control plan and, if applicable, approval of a detour or barricade plan has been obtained from the City's Traffic Engineer. 2. Should Permittee require a trench, pit, or similar excavation be dug during approved construction, the Permittee shall file and obtain approval for barricading said trench, pit, or excavation in accordance with the Texas Manual on Uniform Traffic Control Devices from the City's Traffic Engineer. [See paragraph "P" of this Agreement for additional requirements regarding trenches, pits and similar excavations.] K. If, as determined by the City Manager, damage occurs to any gas, water, storm water, or wastewater line, Permittee shall allow the City immediate access to the Use Privilege Area to perform an assessment, make repairs, or take any other action deemed necessary by the City. Determination of the extent of damage and repairs necessary to restore the utility line(s) shall be made by the City Manager. All costs of the City associated with said damage Page 3 of 8 and repair, including labor and materials, shall be paid by Permittee within 30 days of the City's invoice. L. Should construction become necessary near existing water or wastewater lines, Permittee shall take every precaution not to disturb the soil surrounding any such lines, including all thrust blocks. M. If any approved work is conducted near any existing water main, it shall be done under the inspection of a City inspector at a daily rate of three-hundred ten dollars and thirty-five cents ($310.35) for each day spent inspecting construction, installation, maintenance, repair, removal, or replacement in the Use Privilege Area. A half-day, being four hours or more of work time by the City inspector, constitutes a whole working day for purposes of calculation. Any time in excess of eight hours a day, or on Saturday, Sunday or holidays, shall be calculated at a daily rate of fifty-eight dollars and eighteen cents ($58.18) per hour. Any assessed inspection fees shall be paid by the Permittee to the appropriate City department within 30 days of the City's invoice. These amounts will be adjusted annually each year on August 1 to reflect any pay increases that may be attributable to the rates charged. N. At any and all times Permittee shall be responsible for the repair and maintenance of the Wastewater Line and Use Privilege Area, including any costs associated with damage occurring due to natural weather elements/occurrences or man-made forces. Should damage occur to the Wastewater Line or Use Privilege Area, regardless of the type of damage, Permittee shall immediately repair the damage upon notice by the City. Failure to so repair terminates this Agreement immediately without any further action needed on the part of the City. O. Permittee shall repair, or cause to be repaired, any damage to driveways, culverts, head walls, landscaping, sidewalks, curbs, gutters, and any other structure, public or private, resulting from or caused by reason of construction, installation, maintenance, repair, removal, replacement or operation of the Wastewater Line and Use Privilege Area. P. If a trench, pit, or other excavation is required during approved construction, no trenches, pits, or other excavation, other than bore pits, shall be left open overnight, except as specifically authorized by the City's Director of Development Services and City's Engineer. Bore pits are not allowed open for a period of longer than 14 calendar days, regardless of location. All trenches, pits, or other excavations, other than bore pits, shall be backfilled by the Permittee promptly and in accordance with current City standards and specifications and as per the City inspector's request. All trenches, pits, and other excavations, including bore pits, shall be barricaded by the Permittee in accordance with the Texas Manual on Uniform Traffic Control Devices and as Page 4 of 8 approved by the City's Traffic Engineer. [See paragraph "J.2." for additional requirements pertaining to trenches, pits, and other excavations.] Q. If backfilling becomes necessary, all backfill, specifically including that in and around existing utilities, shall be made by Permittee according to current City standards and specifications and as required by a City inspector. R. Use of the Wastewater Line authorized by this Agreement is strictly limited to providing service to the Valls Wildcat II. LLC located at 1402 SAindletop Road, Corpus Christi TX 78408, in the Use Privilege Area. Permittee shall not provide, nor permit anyone else to provide or receive, service through said Wastewater Line, or at any facilities within the City other than the building facilities specifically included in this Agreement without first obtaining a franchise or other required approval from the City. S. INDEMNIFICATION. Permittee shall fully indemnify and hold harmless the City of Corpus Christi, its officers, officials, employees, and agents ("indemnitees") from and against all suits, claims, demands, actions, losses, costs, expenses, liability, damages and judgments recovered from or asserted against City for any and all property damage or injuries sustained by any person, including without limitation, workers' compensation, personal injury or death, arising from or incident to, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, the use privilege granted. T. All signatories signing this Agreement warrant and guarantee that they have the authority to act on behalf of the entity represented and make this Agreement binding and enforceable by their signatures. U. Unless otherwise stated in this Agreement, any notice required or permitted to be given under this Agreement must be in writing and sent by certified mail, return receipt requested to the following addresses: Page 5 of 8 If to Permittee: Valls Wildcat II, LLC 210 S. Caranacahua, St Corpus Christi, TX 78401 If to the City: City of Corpus Christi Attn: Director, Development Services Department P. O, Box 9277 Corpus Christi, TX 78469-9277 Any party shall, by notice to the others in accordance with the provisions of this paragraph, specify a different address or addressee for notice purposes within 10 days of any address change. V This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created pursuant to this Agreement are performable in Nueces County, Texas. Venue for all actions arising from, out of, or related to this Agreement must be brought in Nueces County, Texas. W. The Permittee further agrees, in compliance with the City of Corpus Christi Ordinance No. 17112, to complete, as part of this Agreement, the "Disclosure of Interests" form attached to this Agreement as Exhibit "D." Completed versions of Exhibit "D" by the Permittee form a part of this Agreement and are incorporated by reference into this Agreement as if set out here in their entireties. X. This instrument, including exhibits, constitutes the entire agreement between the City and the Permittee, and no prior written, oral, or contemporaneous promises,warranties, or representations shall be binding upon any parties. This Agreement may only be amended by written instrument signed by authorized representatives of the City and Permittee and approved as required by City law. Y. Any payments due by the Permittee pursuant to this Agreement will be made from current revenue available to the Permittee. Page 6 of 8 EXECUTED IN DUPLICATE this A day of VallsWil t Il, 71& Z<d Richar . Valls, JR. , Manager Date ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on -7-to , 2018, by , Richard R. Valls, JR., Manager, Valls Wildcat 11, LLC, a Texas limited liability company, on behalf of said company. q, Amy vokwon My Commission Fxpiros v Y v • t j� 03!20!2024 +�COW 10 No,2543 Notary Pub 's Signature Page 7of8 ATTEST: CITY OF CORPUS CHRISTI By: Rebecca Huerta Keith Selman City Secretary Assistant City Manager APPROVED AS TO LEGAL_ FORM: day of , 2018 By: Buck Brice Assistant City Attorney For the City Attorney STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2018, by Keith Selman, Assistant City Manager of the City of Corpus Christi, a Texas Municipal Corporation, on behalf of said corporation. Notary Public, State of Texas Page 8 of 8 Exhibit A 1402 Spindletop Road, Corpus Christi, Texas 78409 a D © p o d Q rt t, r 0 r�p�7b �w+wmM A EXHIBIT B I/ / �-Tr •-•-�-�1 I I � i i I� -I' f /� r PEI 1, / P / P {All� S� z I If P P / / .PEI ' � P Liotta al° an FURMAMTE OFFICE REM 1 A} ••�•�•,o••' WASTEWATER IMPROVEMENTS PROJECT 1 CORPUS CHRISTI,TEXAS y engerean I erWWecLL�surveyors /�' �i[�( 1� ��� ,• OVERALL SITE PLAN EXHIBIT B I-� I to � �.!e II— ��y- _ � - -- •. —..�`pl� � I � Y� � • � srnoic�ar im• .���•� 84483 c . ,°Pi 1 y' 0 a p 6 b e o Ir i I CL c `f rn •�� ! I • BSaBx a °�" s � �c Via l I i ! �r 8 m f E y � �A� i-A'N "•n Y5[ � 5 MATCHUNESTA3+00 Q3 MATCHUNE STA 3+00 SEE SHEET Ha � � Ei SEE SHEET B a e : a a : b �4 x ! f! �� ,r •-4> FURMANITEOMCE Isfu[s R[wlpx7 y1••A i !�;• � " WASTEWATER IMPROVEMENTS PROJECT � � �A��,•�! CORPUS CHRISTI.TEXAS s• 11 1iii wvin.en I�n� I su"yors PROPOSED FORCE MAIN i STA 0+00 TO STA 3+00 4 a nir� i EXHIBIT B A. MATCHUNESTA3+00 a P n P SEE SHEET 5 B MATCHUNE STA 3+00 SEE SHEET 5 [A 0 1 1 f ] ] 1I �R6 ] In , Ho �3 N +` 9 I`I`f 1 7 � +� 1• I rI 9 77` y Y:Y k f - r t go - _ SIR jiP Z � f y! „•—w;; f �f � •n r FURI OFFICE WASTEWATER IMPROVEMENTS PROJECT MPRO4EMENT$PROJEGT usu[srAevsaioria f•1']1 Lmv ��• _ !r`�•!'�II E CORPUS CHRISTI.TEXAS wvinNn I archness I swv"m PROPOSED FORCE MAIN STA 3+00 TO STA 8+40 `�'`��•� EXHIBIT C DATE(MM/DD/YYYY) ACORN® CERTIFICATE OF LIABILITY INSURANCE Ill CERTIFICATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Cheryl Rogers NAME: g K&S Insurance Agency a/cNNo Ext: (972)771-4071 FA AC, /c No: (972)771-4695 2255 Ridge Road, Ste. 333 ADDRESS: ILcrogers@kandsins.com P. O. BOX 277 INSURER(S)AFFORDING COVERAGE NAIC# Rockwall TX 75087 INSURERA:The Cincinnati Insurance Co. 10677 INSURED INSURERB:Federal Insurance Company 20281 K,M Commercial, Inc., INSURERc:Travelers Lloyds Insurance Co. 41564 DBA: Victory Building Team INSURER D: 1814 Holly Rd. INSURER E: Corpus Christi TX 78417 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYY MM/DD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 11000,000 DAMAGE TO RENTED A CLAIMS-MADE 1XI OCCUR PREMISES (E.occurrence) ccurrrence) $ 100,000 EPP0050094 12/20/2016 12/20/2017 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 11000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY � JjRO- ECT 1:1 LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED AUTOS AUTOS EBA0050094 12/20/2016 12/20/2017 BODILY INJURY(Per accident) $ NON-OWNED Per accident) PROPERTY DAMAGE HIRED AUTOS AUTOS X $1000 Comp Ded X $1000 Coll Ded Underinsured motorist $ 100,000 X UMBRELLA LAB X OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ EPP0050094 12/20/2016 12/20/2017 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Leased/Rented Equipment 45466075 EUC 12/20/2016 12/20/2017 100,000 w/$1,000 Deductible C Builders Risk QT6604240L046 12/20/2016 12/20/2017 Frame$3,000,000 Masonry-NC $9,200,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Furmanite Project See attached for Additional Information CERTIFICATE HOLDER CANCELLATION jessicag3@cctexas.com SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Corpus Christi THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Developement Services ACCORDANCE WITH THE POLICY PROVISIONS. 1201 Leopard Street Corpus Christi, TX 78401 AUTHORIZED REPRESENTATIVE T Fierro - Ins./CHERY ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) EXHIBIT C COMMENTS/REMARKS The following Applies to the General Liability Policy: Additional Insured Form #GA233 2/07 for Ongoing Operations, Completed Operations and Leased/Rented Equipment; Primary & Non-Contributory Form #GA233 2/07; Waiver of Subrogation Form #GA233 2/07. The following Applies to the Businss Auto Policy: Additional Insured Form #AA4171 11/05; Waiver of Subrogation Form #AA4172 9/09 *ALWAYS REFER TO THE ATTACHED POLICY FORMS FOR SPECIFIC WORDING OF SUCH COVERAGE,LIMITS,CONDITIONS & EXCLUSIONS. OFREMARK COPYRIGHT 2000, AMS SERVICES INC. EXHIBIT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: OOKXK8ERC[/\L GENERAL LIABILITY COVERAGE PART A. Endorsement~Table ofContents: Coverage: 1, Employee Benefit Liability Coverage ~.,,,,.,,,, ......... ..................................................................2 2. Unintentional Failure toDisclose Huzuvda,,..............~,,................................................................7 3. Damage toPremises RentedhuYo ,O 4, Supplementary Payments .8 5. h1edkm| '0 _ Voluntary_ Liability . S 7. 180 Day 10 8. Waiver of Subrogation ---------------------------------------'1U 8. AuhomsdicAdditional Insured-Specified Re|aUonohipm: .......... ...... ...........................................1U , Managers orLessors ofPmmises; , Lessor(fLeased Equipment; ^ Vendors; " State orPolitical Subdivisions'Permits Relating bu Pneno/ueu; " State orPolitical Subdivisions'Pennihm'and ° Contractors' {}Operations ' 10. Broadened Contractual Liability Work Within 5O'ofRailroad Property.........................................14 11. Property DahoBorrowed Equipment............................................................. .........................i4 12, Employees as Insureds-Specified Health Care Services: .............. ............................................. i4 • Nurses; ^ Emergency Medical Technicians;and ^ Paramedics 13. Broadened Notice cf Occurrence.................................................................... .................................14 B. Limits nfInsurance: The Commercial Gonond Liability Limits of Insurance apply to the insurance provided by this endmrme- ment`except auprovided below: 1' Employee Benefit Liability Coverage Each Employee Limit: 1'000'008 Aggregate Limit: $ 3.000000 Deductible: $ 1,000 3. Damage to Premises Rented to You The lesser of: m. The Each Occurrence Limit shown inthe Declarations;or b. $500`000 un|oan otherwise stated$ 4. Supplementary Payments e. Bail bonds: $ 1.000 b. Loss of earnings: $ 350 5. Medical Payments Medical Expense Limit: $ 10.800 Includes material ofInsurance G/\233U2U7 Services Office,|nu..with its permission. Page of 15 EXHIBIT 6. Voluntary PropertyDamage (Coverage ajand Care, Custody orControl Liability Coverage (Coverage b.) Limits ofInsurance(Each Occurrence) Coverage m.$1'OUU Coverage b.$5,000unless otherwise stated $________ Deductibles Occurrence) Coverage a.$2S8 Coverage h.$25Ounless otherwise stated $ --____- COVERAGE PREMIUM BASIS RATE ADVANCE PREMIUM �a) Area (For Limits in Excess of (For Limits in Excess of �cd) Gross Sales Units Other b. Care, Custody $ or Control I TOTAL ANNUAL PREMIUM $ 11. Property Damage tmBorrowed Equipment Each Occurrence Limit: 10.000 Deductible: $ 250 C. Coverages: have used up the ap- plicable limit of inmur- 1. Employee Benefit Liability Coverage unoeinthe payment of m. The following-ioaddedto SGOT|(]0 | judgments or settle- - COVERAGES: m8|e-- C<)VEHAGES: Employee Benefit men�� . Liability Coverage, No other uNiDm||on or |iabi|- (1) |nuur/n�AQm+�moVnt ity10pay sums or perform` ' acts o/ services is covered (o\ VVew||h�uvthose sums that unless explicitly provided for � � the insured becomes legally under Supplementary Pay- obligated to pay as dam' mente, ages caused byany acter- This insurance vor or omission of the in- in- insurance applies �o sured' or of any other pep damwge� on� i� �ho act, �� mr or omission - son for whose ooia the in- ' is negligently - uenUV oommhiod in the aunyd is legally liable, N which �h »mnon �udmlnk�od�n" of your - ''-- - "employee benefit pro- piles. Wew@|have the right , and duty to defend the in- sured gram";and against any "suit" 1) Occurs during the pn|- oeoking those damages, ' icy period; Vr However, we will have no duty h> defend against any 2) Occurred prior to the "suit" seeking damages to effective date of this which this insurance dome endorsement provided: not apply. We may, at our discretion, investigate any a) You did not have report of an aot, error or knowledge of e omission and settle any claim or "suit" on claim or "suit" that may re- or before the ef- uu|t. But: hmcUve date of this endorsement. 1) The amount wewill pay for damages is limited You will be as described in S��^ deemed to have knowledge of a TION III ~ LIMITS OF INSURANCE; and claim or "suit" when any 2) Our right and duty to ..authorized repro- defend endo when we amnhu|ive"; Includes copyrighted material ofInsurance GA 2330207 Services Office, |no..with its permission. Page 2od15 EXHIBIT 0 Reports all, or honnunce of investment any part, of the vehicles; or act, error or omission to us 3) Advice given to any or any other person with respect to insurer; that po/ucne ooxismo to participate or not to U) Receives a participate in any plan written o/ wop included in the "om- ba| demand or ployea benefit pro- claim for dam- gram". ages because of the act, ar- AU Workers' Compensation ror or omia- and Similar Laws aionand ' Any claim arising out of b) There is no other your failure to comply with applicable inaur- the mandatory provisions nf mnne. any workers' compensation, unemployment oompenaa' (2) Exclusions tion insurance, muoie| secu- rity or disability benefits law This insurance does not apply orany similar hn: -- (8) ��|�A (a) Bodily Injury, Pnm �� ' Damage or Personal and Damages for which any in- Advertising Injury n-/\dvardming |n/ury oun*d is liable because o/ , liability imposed on a 5dUoi- BodUinjury",v " perty ary by the Employee Re - damage" or "Personal and hrement Income Security advertising| 'ury". Act of 1874' as now or (b\ Dishonest, Fraudulent, hereafter amended, or by ' Criminal or Malicious Act any similar federal, ahshe or local laws, Dam-n-~ arising out of any (h) Available Benefits intentional, dishonest, ' fraudulent, criminal nv maU Any claim for benefits 0othe cious act, error or omission, extent that such benefits committed by any mxu/eu` are uvoUab|e, with reason- including the willful or neck- able effort and cooperation N less vio1|onc4any o1akuia, of the insured, from the up' (c� Failure Perform m Con- p|icaNe funds accrued or ` ' other coUeoUb|einsurance. Damages arising out of fail- (1) Taxes, Fines mPenalties mem pe//m/'xmmm of cm/' Taxes, fines or md �t�a tractbyany insurer. including those imposed /d) |n�uYU�imm�yVf�undo under the Internal Revenue - - ` ' Code orany similar state or Damages arising out of an local law. insufficiency �� � — '--/ '-~ to U1 Employment-Related meet obligations ^' Practices any plan included in the Ilemployee um/ex |xv- Any liability arising out of gram". any kA Inadequacy of Perform- /1) Rgh�oe|\omncJVy| anue of Investment / Ad— vice Given With Respect (2) Termination of em- to Participation pioyment Any claim based upon: (3) Cooskzn, demotion, evaluation, reassign - 1) Failure of any invest- mmd, discipline,` -- ' men(8mpmdonn; n�ak)n. harassment,- -' Errors in providing /n' humiliation, d�ohnina- hunnedion on past per- tion or other employ- Includes copyrighted material ofInsurance G4 233 02 07 Services Office, Inc,, with its pennisainn. Page 3 of 15 EXHIBIT ment-related practices, (e) Atmst, you are aninsured. acts u/omissions;or Your trustees aro also in- ounads, but only with re- (4) Consequential liability ep*ct to their duties as ouaresult of (1). (2) ur trustees, (3) above. �� Each o( the kd|owing � ahoon This exclusion applies ` ' insured: wheilier the insured m b held Ua\dm as an employer (u) Each of your "employees" orinany other capacity and who iaorwas authorized to to any obligation to mhmna administer your "employee damages with or repay benefit program". someone o|mo who must pay damages because of (b) Any persons, organizations the injury. or "employees" having proper temporary au/non- (3) Supplementary Payments zaUon to administer your .'employee benefitnefii program" SECTION | ~ COVERA{ E8' ifynudie` butun| until your SUPPLEMENTARY PAY- �&� proa*""~..~ isap- MENTS ~ COVERAGES /\ AND legal Balso app�ho(h�Coverage. `-~ pointed,—' You — representative-' —'--- 'f b. VVho|omnInsured �m d�. �� apnot to duties ea auoU. re- As respects Employee Benefit --~il-^-' --'— -T—' 11 Thcd representative will- VVHO |� hav� aUynurr�htmanUdu AN INSURED is deleted in its en- - tinetyandneoaoedbvthmfoUowing: ties under this Coverage M\ If designated h� <h� `^ ' '-- ~~ CH An organization you | ac- Declarationsms ` ' quire or form, other than a part- bA An individual, you and your nership, joint venture or limited spouse are insureds, but liability company, and over only with respect to the which you maintain ownership conduct of a business of or majority mterao , will qualify which you are the wo|o as m Named Insured if no other owner. similar insurance applies km that organization. However, cover- (b) A partnership or joint vwn- age under this provision: tuvm, you are an insured. Your members, your part- (a) Is afforded only until the nom' and their spouses are 1OOihday after you acquire also insureds but only with or form the organization or respect to the conduct of the end ofthe policy period, your business. whichever imearlier;and (c) A limited liability company, (b) Does not apply toany act, o you are an insured, Your error or omission that was members are also insureds, oomnniihsd bmhona you ac- but only with naspooL to the quined o, formed the or- conduct of your business, ganizaUon. Your managers are in- c. Limits ofInsurance aumds' but only with re- spect n- ' opeottothekduUmaaeyour Asrespects Employee Benefit Liabi/- manageru. Ky Coverage, SECTION ||| ^ LIMITS /d\ An organization other than OF INSURANCE |n deleted in its en - a Unytyand replaced bythe following: or limited liability company, M) The Limits of Insurance shown you aro an insured. Your ` ' in Section B. Limits of /nsu� "mmaouiiva officers" and di- anne` 1. Employee Benefit Li- rectors are \naunsdo` but ability Coverage and the rules only with respect to their below fix the most we will pay duties aayour officers ordi- regardless ofthe number of: noohom. Your stockholders are also inaureda, but only (m) Insureds; with respect totheir liability as stockholders, Includes copyrighted ma(oha|of|nuuronoe GA233O2O7 Services Office,|n:.`with its permission. Page 4of15 EXHIBIT C (b) Claims made or "suits" (b) The deductible amount brought; stated in the Declarations c Persons or organizations applies to all damages { ) g sustained by any one "em- making claims or bringing ployee", including such I.suits ; 'employee's" dependents (d) Acts,errors or omissions;or and beneficiaries, because of all acts, errors or omis- (e) Benefits included in your sions to which this insur- "employee benefit pro- ance applies. gram". (c) The terms of this insurance, (2) The Aggregate Limit shown in including those with respect Section B. Limits of Insurance, to: 1. Employee Benefit Liability 1) Our right and duty to Coverage of this endorsement is the most we will pay for all defend the insured damages because of acts, er- against any "suits" seeking those dam- rors or omissions negligently committed in the "administra- tion" of your "employee benefit 2) Your duties and the program". duties of any other in- (3) Subject to the limit described in volved insured, in the (2) above, the Each Employee event of an act, error or Limit shown in Section B. Limits omission,or claim, of Insurance, 1. Employee apply irrespective of the Benefit Liability Coverage of application of the deductible this endorsement is the most we amount. will pay for all damages sus- tained by any one "employee", (d) We may pay any part or all including damages sustained by of the deductible amount to such "employee's" dependents effect settlement of any and beneficiaries,as a result of: claim or "suit" and, upon a An act,error or omission;or notification of the action { ) taken, you shall promptly (b) A series of related acts, er- reimburse us for such part rors or omissions, regard- of the deductible amount as less of the amount of time we have paid, that lapses between such d. Additional Conditions acts, errors or omissions, negligentlycommitted in the As respects Employee Benefit Li- „ . ability Coverage, SECTION IV - administration of your 'em- COMMERCIAL GENERAL LIABIL- ployee benefit program", ITY CONDITIONS is amended as However, the amount paid un- follows: der this endorsement shall not (1) Item 2. Duties in the Event of exceed, and will be subject to Occurrence, Offense, Claim or the limits and restrictions that Suit is deleted in its entirety and apply to the payment of benefits replaced by the following: in any plan included in the "em- ployee benefit program". 2, Duties In the Event of an Act, Error or (4) Deductible Amount Omission, or Claim or Suit a Our obligation to a dam- a. You must see to it that we are noti- ( ) g pay fied as soon as practicable of an act, ages on behalf of the in- error or omission which may result in sured applies only to the a claim. To the extent possible, no- amount of damages in ex- tice should include: cess of the deductible amount stated in the Decla- (1) What the act, error or omission rations as applicable to was and when it occurred; and Each Employee. The limits 2 The names and addresses of of insurance shall not be ( ) reduced by the amount of anyone who may suffer dam- this deductible, ages as a result of the act, error or omission. Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc.,with its permission. Page 5 of 15 EXHIBIT C b. If a claim is made or "suit" is brought b. Method of Sharing against any insured, you must: If all of the other insur- (1) Immediately record the specifics ance permits contribu- of the claim or "suit" and the tion by equal shares, date received; and we will follow this 2 Notify us as soon as practicable, method also. Under { } y p this approach each in- You must see to it that we receive surer contributes equal written notice of the claim or"suit" as amounts until it has soon as practicable. paid its applicable limit of insurance or none of c. You and any other involved insured the loss remains, must: whichever comes first. (1) Immediately send us copies of If any of the other in- any demands, notices, sum- surance does not per- monses or legal papers re- mit contribution by ceived in connection with the equal shares, we will claim or"suit"; contribute by limits. Under this method, (2) Authorize us to obtain records each insurer's share is and other information; based on the ratio of its (3) Cooperate with us in the investi- applicable limit of in- gation or settlement of the claim surance to the total ap- or defense against the "suit"; plicable limits of insur- and ance of all insurers, (4) Assist us, upon our request, in c. No Coverage the enforcement of any right This insurance shall not against any person or organiza- cover any loss for tion which may be liable to the which the insured is insured because of an act, error entitled to recovery un- or omission to which this insur- der any other insur- ance may also apply. ance in force previous d. No insured will, except at that in- to the effective date of sured's own cost, voluntarily make a this Coverage Part. payment, assume any obligation, or e, Additional Definitions incur any expense without our con- sent. As respects Employee Benefit Li- ability Coverage, SECTION V - (2) Item 5. Other Insurance is de- DEFINITIONS is amended as foi- leted in its entirety and replaced lows: by the following: (1) The following definitions are 5. Otherinsurance added: If other valid and collectible 1. "Administration"means: insurance is available to the insured for a loss we cover a. Providing information to under this Coverage Part, "employees", including our obligations are limited their dependents and as follows: beneficiaries, with re- spect Primary to eligibility for or Y scope of "employee This Insurance is pri- benefit programs', mary except when c, b. Interpreting the "em- below applies, If this ployee benefit pro- insurance is primary, grams"; our obligations are not affected unless any of c. Handling records in the other insurance is connection with the also primary, Then, we employee benefit pro- will share with all that grams"; or other insurance by the method described in b, d. Effecting, continuing or below. terminating any "em- below. participation Includes copyrighted material of insurance GA 233 02 07 Services Office,Inc.,with its permission. Page 6 of 15 EXHIBIT C in any benefit included benefits, workers' com- in the "employee bene- pensation and disability fit program". benefits; and However, "administration" d. Vacation plans, includ- does not include: ing buy and sell pro- grams; leave of ab- s. Handling payroll sence programs, in- ductions;or eluding military, mater- b. The failure to effect or nity, family, and civil maintain any insurance leave; tuition assis- or adequate limits of tance plans; transpor- coverage of insurance, tation and health club including but not limited subsidies. to unemployment in- (2) The following definitions are surance, social security deleted in their entirety and re- benefits, workers' com- placed by the following: Eensation and disability benefits. 21. "Suit" means a civil pro- ceeding in which money 2. "Cafeteria P damages because of an plan authorized by applica- act, error or omission to ble law to allow "employ- which this insurance applies ees" to elect to pay for cer- are alleged. "Suit"includes: tain benefits with pre-tax dollars. a. An arbitration pro- ceeding in which such 3. "Employee benefit pro- damages are claimed grams" means a program and to which the in- providing some or all of the sured must submit or following benefits to "em- does submit with our ployees", whether provided consent; through a "cafeteria plan" or otherwise: b. Any other alternative dispute resolution pro- a. Group life insurance, ceeding in which such group accident or damages are claimed health Insurance; den- and to which the In- tal, vision and hearing sured submits with our plans; and flexible consent; or spending accounts; provided that no one c. An appeal of a civil other than an "em- proceeding, ployee may subscribe to such benefits and 8. "Employee" means a per- such benefits are made son actively employed, for- generally available to merly employed, on leave those "employees" who of absence or disabled, or satisfy the plan's eligi- retired, "Employee" in- bility requirements; cludes a ,leased worker", Employee does not in- b. Profit sharing plans, elude a "temporary worker". employee savings plans, employee stock 2. Unintentional Failure to Disclose Haz- ownership plans, pen- ards sion plans and stock SECTION IV - COMMERCIAL GENERAL subscription plans, LIABILITY CONDITIONS, 7. Represen- provided that no one tations is hereby amended by the addi- other than an em- tion of the following: ployee" may subscribe to such benefits and Based on our dependence upon your such benefits are made representations as to existing hazards, if generally available to unintentionally you should fail to disclose all "employees" who all such hazards at the inception date of are eligible under the your policy, we will not reject coverage plan for such benefits; under this Coverage Part based solely on c. Unemployment insur- such failure. ance, social security Includes copyrighted material of Insurance GA 233 02 07 Services Office, Inc., with its permission. Page 7 of 15 EXHIBIT 3. Damage 10Premises Rented toYou cA Settling, oraoking, shrinking or ex- m. The |oat Subparagraph of Paragraph pansion; or 2. SECTION | - COVERAGES, COVERAGE A. - BODILY INJURY Y) Nesting orinhauhy- AND PROPERTY DAK8AGE, 2. L|~ tion, or discharge ABILITY Exclusions Is hereby da' or na|maem of |etedand nyp|aood bythe following: waste products or 000mtiona, by in- Exclusions c.through q.do not apply aeoia' birds, »n- to damage by fire, axp|ominn. light- dents or other ning smoke or soot to pnomimom animals. while rented to you or temporarily occupied by you with ponn|auion of (b) Loss caused directly urindi- thoowner. nooi|ybyany of the follow- b. The insurance provided under SEC- i»Q: TION | - COVERAGES, COVERAGE 1) Earthquake, volcanic A. BODILY INJURY AND PROP~ eruption, landslide or ERTY DAMAGE LIABILITY applies any other earth move- to "property damage" arising out of ment water damage to premises that are both rented 'and occupied byyou. 2) Water that backs upor overflows from m (1) Aorespects Water Damage Lo- sewer,drain orsump; gal Liability, as provided in Paragraph 8.b.above: 3) VVuher under the ground ourhsoo press- The exclusions under SECTION ing on. or flowing or | - COVERAGES, COVERAGE seeping through: A. BODILY INJURY AND PROPERTY DAK0/\{SE UA0L^ m) Foundations, |TY, 2. Exc|us|nno, other than ii. waUa. floors or War and the Nuclear Energy paved surfaces; Liability Exclusion, aro deleted b) Basements,nnonxemxmwmUuvwunneo: whether paved or This insurance does not apply not;or to:� o) Doors, windows or (a) "Property damage": other openings, 1'� Assumed in any con- (o) Loss caused byorresulting tract;or from water that |omko or ' flows from plumbing, heat- 2) eatI8 Loss caused by or re- ing, air conditioning, or fire ou|bn0 from any of the protection systems ouuamd following: by or resulting from (ngaz- ing' unless: m) VVearand baa� 1) You did your beat to b> HuoJ' oormeiun, maintain heed in the fungus, denay, building orstructure;or deterioration, hid- den or latent do' 2) You drained the huot or any uahty equipment and shut off in property that the water supply if the causes it to dam- heat was not main- age or destroy k- ta|nwd. oo|t (d) Loss tuordamage to: «'� Smog; 1) Plumbing, heating, air d) Mechanical oondNoning. fire pro- breakdown in' taction systems, or o|oding rupture or other equipment or ap' bunsting ouuaad p|kanoeu;ur by oonk|fuOa| force; 2) The interior of any building mstructure, m to personal property in the building orstructure Includes copyrighted material cfInsurance GA 233 02 07 Services Office,|no..with its permission, Page Ooyi5 EXHIBIT caused by or resulting 5. Medical Payments from et or �.rain, snow,driven The Medical nae Limit of Any One whether —� hywind ornot. Person as stated /n the Declarations is amended to the limit shown in Section B. o. Limit nYInsurance Ljnnbm of Insurance, 5. Medical Pay- The Damage to Premises Rented to moontoofthis endorsement. You Limit as shown in the Deo|ans- 6. Voluntary Property Damage d Care, tions|uamended aufollows: Custody urControl Liability Coverage (2) Paragraph G. of SECTION |N ~ e. Voluntary Property Damage Cmv~ L|K0|TS OF INSURANCE is oroQe hereby deleted and replaced by the �following: We will pay for"property damage" to VVpropmAycdothers arising out ofop- G. Subject to S. above, the orations incidental to the inuurmd'o Damage to Premises business when: Rented to You Limit \othe most we will pay under (1) Damage is caused by the in- COVERAGE A. BODILY oumd| or INJURY AND PROPERTY (21 Damage occurs while in the in- DAMAGE LIABILITY, for ' sured'apou000m|on damages because of ' "pro Ay damage" to With your nonamnt, we will make pnamo/aoa while nmntoU to these payments regardless offault, you ortemporarily occupied by you with permission of b. Care, Custody or Control Liability the owner, arising out of Coverage any one "occurrence" to SECTION | ' COVERAGES, C��V- which this insurance cap- --- ERAGE ABODILY INJURY AND ' p|iem A. PROPERTY DAMAGE LIABILITY, 2. (3) The amount we will pay is |lm' Exclusions, j. Damage to Property, hed as described in Section B. Subparagraphs (3) do Limits of Insurance, 3. Dam- not apply to "property damage" to age to Pnmm1mem Rented to the property of others described You ofthis endorsement. therein. 4. Supplementary Payments With respecttothe insurance provided by this section of the endorsement, the fol- Under SECTION | ~ COVERAGE, SUP- lowing additional provisions apply: PLEK8ENTARY PAYMENTS ~ COVER- AGES A AND B: a. The Limits ofInsurance shown inthe Declarations are replaced bythe ||m- e. Paragraph 2. is replaced by the fol- its designated in Section B. Limits of lowing: Insurance, G. Voluntary Property Up to the limit shown in Section Damage� � mnd Care, Custody or Limits mfInsurance, 4.a~ Bail Control Liability Coverage of this of this endorsement for cost o/ bail endorsement with respect hocover- bonds re ovar-bondony ed because age provided by this endorsement, or traffic "wrviolations arising out of These limits are inclusive ufand not in addition to the limits being re- Bodily | Liability Cove placed,"v" v "i ' o�ued shown inSmokmBLimits of |nsup thuoebonda pU�m We do not have to �furnishano* S Voluntary B. Property Dam- age ' '�gnmndQano. Custody orControl b. Paragraph 4. is replaced by the fol- Liability Coverage of this endorse- lowing: mentfix the most we will pay in any "occurrence"onounonce" vmgardioon of the All reasonable expenses incurred by number of: the insured at our request to omoiot us in the investigation ordefense of h\ Insureds; the claim or 'suit" including actual' �� Claims or brought; loss o(eamingauphothe Umhshown ` ' ' or in Section B. Limits of Insurance, 4.b. Loss of Earnings of this on' k8 Persons or organizations mak- domemmntper day because o/ Ume ' ' ingclaims orbrTing|ng "auihu". off from work. Includes copyrighted material VfInsurance GA 2330207 Services Office, |no..with its permission, Page 9of1S EXHIBIT b. Deductible Clause D. Automatic Additional Insured ~ Speoi- fiodHa|ed|onah|pa /1\ 0 W damages on your behalf applies only to a. The following is hereby added to the amount ofdamages for each SECTION||-WHO |S/\NINSURED: 'hoourmnm*" which aro in ex- u*au of the deductible amount (1) Any person or organization de- stated in Section B. Limits of scribed in Paragraph 9.e.(2) |nauxanom. S. Voluntary Prop~ below (hereinafter referred h) aa orty Damage and Corw. Cue' additional insured) whom you tody or Cnmbo| Liability Cov~ are required toadd eo an addi- ermgmof this endorsement, The hona| insured under this Cover- limits o[ inouranoowi||ncdbe »o- age Part hyreason of: duoedbythe application ofsuch (o\ A written contract or � deductible amount. ` ' agreement; or /�) Condition Dvdwm |nth� �v�n� ` ' ' (b) An oral agreement orcon- of Ooourxenoo' Qfhmnee' Claim tract where m oedifiooia of orSuit, applies toeach claim or insurance showing that per- ^auiy'irreupmo\ivooftheamount. son or organization as on CB We may pay any part or � of addiUona| insured has been ` ' the deductible amount to effect inxu*d, settlement of any claim or "suit" is an insured, provided: and, upon notification of the ac- tion taken, you shall promptly � �ew�onor oral contract reimburse kx � such part the � � or agreement is: deductible amount as has been paid byus. 8 Currently in effect or becomes oKeohvo 7. 180 Day Coverage for Newly Formed mr during the policy pe- Acquired Organizations e'AoquiredC>rgonizmdons riod|and SECTION U - WHO IS AN INSURED is 2) Eumouh»d prior to an amended aafollows: "occu/ranoe" oroffense �o which this �naunxnum S b h m. (� P�ra�naph 4. ia would apply hereby deleted and nap|aomd bythofo|- ' lowing: /b\ They are not specifically u' Insurance under this provision is af - namodaoenadditional in- forded only until the n- hordedwn|yun|Uthe 180th day after munad under any other pro- you acquire or form the organization ro~youacquinmorknnthoorganizaUon vision of, or endorsement or the end of the policy period, added to, this Coverage whichever 1oearlier; part' (2) Only the following persons or 8. VVa|*mroy�ubroBaUpu organizations are additional in- SECTION |V~ COMMERCIAL GENERAL ouvmdm under this endorsement, LIABILITY CONDITIONS, H~ Transfer of and insurance coverage pro- Rights of n»-RiQhtmof Recovery 4go(ne1 Others to vidad to such additional in- Us is hereby amended by the addition of n'UmiohmrobyamenodbytheaddiUonof auredo is limited as provided the following: herein: We waive any right of recovery we m (a) The manager or lessor of a have because of payments make for premises leased tnyou with injury or damage arising out of your on~ whom you have agreed per going opanuUone or "your work" done un- Paragraph 9.a.M> above to der a written contract requiring such provide insurance, but only waiver with that person or organization with respect to UebUi(yuhn- and included in the "products-completed ing out of the ownership, operations hazard". However, our rights maintenance or use of that ^ | be waived prior to the "occur- pa�o/a promises leased io renor'�giving rise to the injury or damage you, subject to the following for which wm make payment under this additional exclusions: �xmuo�na'_ C",=' Part, Th insured must do This insurance does not nothing *[ter a /oam to impair our rights. apply Atour m �qu� ,thoinauvmdvviUbhng "uuii" � or transfer those rights to um and help us 1 Any "000unonms" enforce those rights. which takes p|eom after Includes copyrighted material cdInsurance GA233U287 Services Office, |no.'with its permission. Page 1Ouf15 EXHIBIT you cease toieaten- d Any physical or ant|nthat premises. chemical change in the product 2) Structural a/teudiona, made intentionally now construction or bythe vendor; demolition operations performed byoronbe- d) Rmpackaging, un- half of such additional less unpacked insured. mom|V /or the pur- pose of ur'poamof inspection, (h) Any person or organization demonstration, from which you lease tesUnQ, or the equipment with whom you substitution of have agreed per Paragraph parte under in- 9.a.(1) above to provide m- oiruohonefrnm the ou/anoe. Such poroonhAnr manubm1uoer, and orgmnizahon/s\are insureds then repackaged solelywith respect to their in the original liability arising out of the container; maintenanoa, operation or use byyou of equipment e\ Any failure to |mamod to you by suchpor- make such in- son(s) or organizaUono(s). spections, However` this insurance ments, neom or does not apply h) any 'bo- servicing as the ouneno*"which takes place vendor has after the equipment lease agreed \omake or expires. normally under- takes nduptakos to make in <o\ Any person urorganization the usual course (referred to below as vnn' of buainesu, in dor) with whom you have connection with agreed per Paragraph the distribution or S (1) above to provide sale of the pmd- ouronoe, out only with re- uob; �nd8- injury" or "property' d� " �� f) Demonstration, in- ut of products"which uka|atkm, menio- aredistributed orsold k) the inA or repair op- regular counm of the venerations, except - dor's huainmma. eubioo( to such operations the following additional ox' performed at the o|uuions: vendor's premises in connection with 1\ The insurance afforded the sale of the the vendor does not product; apply to: , g) Products which, :'Bodily'BudUy injury or ' u#erdiaihbudonor 'property damage" mo|o by you, have for which the von' been \ubm\md or dor is obligated to relabeled or used pay damages by as a container, reason o/ the as- pad or ingredient sumption of Uabi/- of any other thing i\yinacontract or orsubstance byor agreement. This for the vendor. exclusion does not apply ioliability for 2> This insurance does damages that the not apply to any in- vendor would aurnd person or or- have phave in the ab- gonization: oonoe oftha onn- t �) From whom you tract or agree- have acquired menc � such products, or b) Any oxpnyaa war- any /nQnao|enc, rantyunmuthwrized part or oontmner, by you; entering into. ac- Includes copyrighted material of Insurance o'Ino|udemuupyrighbmdonateha|of|nsonanoo GA 2338207 Services Office, |no,with its permission, Page 11 of 15 EXHIBIT companying or 2) This insurance does containing such not apply to "bodily in- products; jury", "properly dam- " b) When liability in' -'v�� ~imi. injury" adm- duded within the �� out ' md "products- performed~ for the nhnhn uu/ cvpolitical subdivision, tions hazard" has been excluded (0 Any person or organization under this Cover- with which you have agreed age Part with re- per Paragraph 8.o.(1) opect to such above (oprovide insurance, products. but only with respect to li- ability aha|nQ out o/ "your /d\ Any state or political subd}- work" performed for that vision with which you have additional insured by you or w9rnuu per Paragraph onyour behalf. Aperson or 0.a.(1) above to provide m- organization's status as an aunynoe, subject to the fol- insured under (h|m , ' 'nn lowing additional provision: nfthis endorsement vonin- This insurance appliesonly ues for only the period of wAU) �--'— b the following time required by the w"`"e ' hazards for which the state ^='kao` or agreement, but or political subdivision has in /mevent" beyond "the ex- issued a permit |noonneo' p|mmtiun duhm V/ this Cover- tion withpnamiuea '-uown age Pad. If there is no rent orcontrol and - which written contract or agree- this insurance applies: groe-thisineunynomapp|ima: ment' ori/ nnperiod oftime is required by the written 1) The existence, inke- contract or agreement, a nmnne, repair, con- person or organization's simoUon, erection, or status asen insured under removal of advertising this endorsement ends signs, owninga, oano- when your operations for piea, collar entrances, that insured are completed, uou| holes, drivewmyu manholes, ' (3\ Any insurance provided to an hoist ' mopenings, additional insured designated ~- ~/ r ' und�rPmragraphOo /2)' sidewalk vaults, street ' ^` '' banners, or donora~ kd ph (e) Subparagraphs � and tions and similar expo- ` ' does not -applyto "bodily 000/ sures;or injury" "property e" 28 The construction, �nac- the "prod- tion, or removal ' included ��� of m|e- uo\m-completed operations vamm. . or hazard"; 3) The ownership, Subparagraphs main- . . hananog' or use of any era'w v f)does not apply to elevators covered by 'bodily injury", "property this insurance. ~°magor "personal and advertising injury" arising (e) Any state or politicaluubd out ofthe sole negligence vision with which you have or willful misconduct of the agreed per Paragraph additional insured or their 9.u.(1) above ho � idin- agents, "employees" orany surano to the hd' other representative of the lowing provisions: additional insured;or 1\ This insurance applies (o) Subparagraph (f) does not only with res ect to op- apply to "bodily injury", erations pe3ormed b "properly damage" or "per- you or on Your beha(f sonal and advertising injury" for which the state or arising out of: political subdivision has 1) Defects in designfur- issued permit, niahed byo/ un behalf Includes copyrighted material ufInsurance G4233D2U7 Services Office, |no,with its permission, Page 12of15 EXHIBIT of the additional in- spects any other insurance aured;cx policy issued to the addi- tional insured, and such 2) The rendering of, or cdho, insurance policy shall failure to usnder, any boexcess and/urnonoon- profeumionm| amhiieo- h)bu|ing. whichever applies, |una|` engineering or with this insurance. surveying uomicge' in- cluding: (b) Any insurance provided by this endorsement shall be m) The preparing, primary to other insurance approving or hsi|' available to the additional |ng to pnypnnn or insured except: approve maps, shopdrawings, 1\ As otherwise provided opinions, reports, /n SECTION |V ^ numeya, hoN pr- C{3N1K8ERC|/\L GEN~ dmra. change or' ER4L LIABILITY dors or drawings CONDITIONS, 6. Other and specifications; Insurance, b. Excess and |nourmnna;or b) Supervisory, in- 2\ For any other valid and apeodon, avchi- uo||eohb|a insurance teotura( or engi- available to the add|- neer/ngmctk/iUme. Uona| insured as an additional insured by 3\ "Your work" for which a attachment of an en- consolidated (wnap'up) donmmmmni to another insurance program has insurance policy that is been p/vvmuu by the written on an excess primecontractor-project basis. In such case, manager or owner of the coverage provided the construction project under this endorse- in which you are in- merdshall ahu be ex- volved. oeua. h. Only with to insurance pro- �� Condition 11. Conformance to vidad iuunaddiUona\ insured doa�- ` ' Specific Written Contract or na(ed under Paragraph Agreement iahereby added: paragraph (f) above, SECTION III - LIMITS OFINSURANCE iaamended 11. Conformance to Specific to include: Written Contract or The limits applicable buthe additional Agreement insured aro those specified in the With respect to additional written contract or agreement or in insureds described io Para- the Declarations o/ this Coverage graph 8.a.(2)UAabove only: Part, whichever are less. |fnolimits are specified inthe written ounhuot If a written contract or o/agreement,ori(there ianowritten agreement between you contract oragreement, the limits mp- and the additional insured p/ioab|ekothe additional insured are specifies that coverage for those specified /othe Declarations of the additional insured: this Coverage Part. The limits of |o- Be provided by the In- surance are inclusive of and not in sunanom Services Of- addition to the limits of insurance 1ioe additional insured shown in the Declarations.. h)mnnumber GG201O c. SECTION |V - CC)N1K8ERC|AL GEN- or CG 20 37 (where EH4L LIABILITY CONDITIONS is edition opooified);or hereby amended eofollows: /�) include for M\ Condi6on5. {�<hwrInsurance io —~ completed operations; amended toinclude: or � Include oovmnygn for (o) Where required byaw/rhten ^ , contract oragreement, this "your work"; insurance is primary and / and where the limits oroov' or noncontributory as re- orugo provided tothe eddi- |no|udnacopyrighted material o(Insurance GA233U2D7 Services Office,|no.. with its permission. Page 13wf15 EXHIBIT Uomal insured is more re- 11. o/ this endorsement fix the okicUvo than was apooi/|- most mmwill pay inany one "oxc- oaUv nsouinyd in that written curnanoo" vegaod|8mo of the contract or egn»mmont' the number of: terms of Paragraphs 9.m.(3)/b\ or &.b. (m) Insureds; above, or combination~-~—" (b) Claims made or "suits" thme�. shall be in�v'"eo= brought; or as providing the limits or coverage required by the (c) Persons or organizations terms oithe written contract making c|ahna or bhu0 or egnoemerd, but only to "omiba", the extent that such limits or coverage haincluded within /2> Deductible Clause the terms cdthe Coverage dam- Part h) which �h|a endorse- (m) Our obligation to pay eAeo on your behalf applies ment |eattached, If, huw- ~ on|ytothe amountofdam- eve� the written contract or " ~ ages for each Tmounenoo" agreement specifies the |n' which are in excess of the euxmnoe Services Office Deductible amount stated in additional insured form Section B0noitsof |oeur^ (� numberC20 10 but does B. *nce of this endorse- not specify which editionor ' 11' endorse- not ' ` — meni The limits of inou� spe�fiea an edition that ' �ao� m�ewNn� h* md�edb d exist, Paragraphs'~ theapplication cf such De- 9.a.(3)(a) and S���b c� '`'`/ / duohNeamouni this endorsement shall not ' apply and Paragraph 8.b. o( (b) Condition 2~ Duties in the this endorsement shallwp- ' Event of Ocxurrenne. Of- ply. fenoe. Claim or Suitap' � " plies hdeimur 'aud 10Broadened �nntro��ue| �|mbO/ty~VVorh `" ="^ ' �mmapmoVvoo/�h�amuun� mVithin5D`VfRailroad Property . |tishereby agreed th«tpa'~ h f.(1) of (o) Vemay pay any part orall of th� doduchb|m amount tu DeUnitkon 12 "|naumd con�umt" ��E�^ ' e�o' a��mm1� � �� TION V~ UEF|0|T|ON�� is . ' ' claim or "eud end. upon 11. Property Damage to Borrowed Equip. notification of the action noent hakmn, you mhu|| promptly reimburse us for such pad e. The following is hereby added to Ex- of the deductible amount as c|ua|on j. Damage to Property of has been paid byus. Paragraph 2., Exclusions of SEC- TION I -COVERAGES, COVERAGE EC~TION | -COVER/\GES' ODVER/\GE 12. Employees as Insureds ~ Specified A. BODILY INJURY AND PROP. Health Care Services ERTYDAK0/\GE LIABILITY- It is hereby agreed that Paragraph Paragraphs (3) and (4) of this mxc|u- 2.a,(1)(d) of SECT/0N If ' WHO IS AN eiondn not apply to tools or equip- INSURED, does not apply to your "om- ment loaned to you provided they P|myeeu" who provide professional health are not being used ioperform opera- care services on your behalf as duly U- Uonmutthe time ofloss. conned: b. With respect to the insurance pro- m. Nurses; vidod by this section of the on- dvmommnt, the following additional b. EmergonoyK4�d�a|�eohnin�ana�or provisions apply: o. Paramedics, (1) The Limits of insurance shown in the jurisdiction where an "occurrence" in the Declarations are nyp\anad or offense to which this insurance applies by the limits designated in Sao' takes place. tion B. Limits mfInsurance, 11. cfthis endorsement with respect 13. Broadened Notice mfOccurrence to onvenaAe !d d by this '�- - endorsement. These limits are Paragraph a' of Condition 2~ Duties in the Event of Occurrence, Offense, �nc|uo�veofondno�ineddi�iontu ' ' the limits being replaced, The Claim or �«/� ECT/[ N |V ^ COM8ER ' Limihn of Insurance shown inCONDI- Section { |/ L GENERAL U/ �|L��Y �ON�|~ SeohonB. Uo|1soy Insurance, Includes copyrighted ma1mha|nf|naunonoe 04233U2D7 Services Office, |no,with its permission, Page 14uf1S EXHIBIT TIONS) is hereby deleted and replaced (2) The names and addresses of bythe following: any injured persons and wit- a. You must see to it that we are noh- neaaea; anu hed as soon as practicable of an (3) The nature and location of any .,occurrence" or an offense which injury ordamage arising out of may result inmclaim. Tothe extent the"000un*000''oroffense. possible, notice should include: This requirement applies only when M> How, when and where the "oc- the "occurrence" or offense is known ourrence"oroffense took place; toan "authorized repnasent*dive". Includes copyrighb*dmaterial rfInsurance GA 2838807 Services Office,|nc^ with its permission. Page 15of 15 EXHIBIT C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Policy Number: 12/20/2016 ESA 005 00 94 Named Insured: KIM Commercial,Inc.dba Victory Building Team Countersigned by.- (Authorized y:(Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION II - LIABILITY COVERAGE, A. Cover- age, I. Who is an Insured is amended to include as an insured any person or organization with which you have agreed in a valid written contract to provide insurance as is afforded by this policy. This provision is limited to the scope of the valid written contract. This provision does not apply unless the valid written contract has been executed prior to the "bodily injury"or"property damage". AA 4171 11 05 EXHIBIT C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION - AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Policy Number: 12/20/2016 IEBA 005 00 94 Named Insured: KIM Commercial,Inc.dba Victory Building Team Countersigned by: (Authorized Representative) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Blanket Waiver of Subrogation of payments we make for "bodily injury" or SECTION IV - BUSINESS AUTO CONDI- "property damage"arising out of the operation TIONS, A. Loss Conditions, 5. Transfer of of a covered "auto" when you have assumed Rights of Recovery Against Others to Us is liability for such "bodily injury" or "property damage" under an "insured contract",amended by the addition of the following: pro- vided the "bodily injury" or "property damage" We waive any right of recovery we may have occurs subsequent to the execution of the "in- against any person or organization because sured contract". AA 4172 09 09 00 30 05 City of Corpus Christi Disclosure of Interest EXHIBIT D CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires allpersons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with"NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Valls Wildcat II, LLC. STREET P. O. BOX: 2505 ADDRESS 210 S. Carancahua, Suite 600 CITY: Corpus Christi, Texas STATE: ZIP: 78403 FIRM IS: 1. Corporation X 2. Partnership ❑ 3. Sole Owner ❑ 4. Association ❑ 5. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the narnes of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A City of Corpus Christi 003005 - 1 [Insert Project Name and Number] Rev 01-13-2016 EXHIBIT D FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as chajiges occur. Certifying Person: Richard R. Valls,Jr. - Title: Manager (Type or Print) Signature of Certifying Person: Date: March 15, 2018 DEFINITIONS a. `Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. City of Corpus Christi 00 30 05 — 1 [Insert Project Name and Number] Rev 01-13-2016 I Use Privilege Agreement for Valls Wildcat II, LLC. City Council Presentation July 31, 2018 Aerial Overview �o � o 0 o r-,mss o a(DU GCr' Wo�4�0 Ed i I imnaareNwy s� 1 Selena Museum Q 1 GD 0 Carpus Christi intemationai ❑ Airport 4Q44us Cy4,r r c a Main Layout .oOrClS SouthernVZ � Minerals Rd. 00 Proposed proposed Private Lift private 2" � Station Force Main I � �� o �; Existing Wastewater � Manhole ` Staff Recommendation • Approval SC GO O Va. v AGENDA MEMORANDUM NORROPp�EO First Reading for the City Council Meeting of July 31, 2018 1852 Second Reading for the City Council Meeting of August 14, 2018 DATE: July 17, 2018 TO: Keith Selman, Interim City Manager FROM: Arlene Medrano, Office of the Business Liaison arlenem�cctexas.com (361) 826-3356 Downtown Vacant Building Ordinance CAPTION: Ordinance amending Corpus Christi Code to adopt Downtown Vacant Building Regulations including registration; and Providing for penalties. PURPOSE: The purpose of this item is to adopt a Downtown Vacant Building Ordinance. BACKGROUND AND FINDINGS: On April 24, 2018, the TIRZ #3 Board passed a motion recommending that City Council adopt a Downtown Vacant Building Ordinance. The Vacant Building Program was scheduled for reading at the June 12, 2018 City Council meeting. On May 22, 2018, City Staff received a request on behalf of the Downtown Management District to postpone the reading to allow additional review by the DMD Board of Directors. At the June 21, 2018 DMD Board meeting, a Resolution was passed requesting changes to the ordinance language. Staff met with the DMD and made reasonable accommodations. At the June 26, 2018 TIRZ #3 Board Meeting, the board reviewed and approved the Ordinance with amendments. Attached is a redline version of additional revisions made since June 26, 2018. The ordinance establishes the framework for accountability and standard of care and is a vehicle for gathering information on downtown vacant property owners for use in cases of emergency or interest in development. The ordinance will institute a registration process for vacant buildings which will then become eligible for TIRZ #3 incentives. This is a great opportunity to improve the downtown and perceptions of safety in that area. Currently about 15% of buildings in the Reinvestment Zone have been vacant for an extended period or are abandoned. Vacant buildings contribute to blight and criminal activity. In 2016, a vacant building partially collapsed and blocked a street for six months. At the July 31, 2018 City Council meeting, City Council passed a motion to amend the Downtown Vacant Building Ordinance to include an annual review and a five year in depth review. The Ordinance passed as amended and will go before the City Council for a second reading on August 14, 2018. ALTERNATIVES: City Council could choose not to approve this ordinance. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Conforms to City policy. EMERGENCY/ NON-EMERGENCY: Non Emergency DEPARTMENTALCLEARANCES: ACM Legal FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: Expenditures 2016-2017 (CIP only) Current Year Future Years TOTALS Line Item Budget $100,000 $180,000 $280,000 Encumbered / Expended Amount $90,000 0 $90,000 This item 0 $180,000 $180,000 BALANCE 1 1 $10,000 1 0 1 $10,000 Fund(s): TIF #3 Comments: NA RECOMMENDATION: Staff recommends approving the proposed ordinance. LIST OF SUPPORTING DOCUMENTS: Vacant Building Ordinance (Redline) Vacant Building Ordinance Informal Staff Report Presentation Ordinance amending Corpus Christi Code to adopt Downtown Vacant Building Regulations including registration; and Providing for penalties WHEREAS, the City Council of the City of Corpus Christi, Texas ("City Council"), has determined that the City of Corpus Christi ("City"), as part of its essential functions as a home rule municipality, has an interest in identifying and regulating property owners of vacant structures located within the downtown area to include their contact information; WHEREAS, the City Council has determined that the downtown area is a unique and distinct area of the City due to the prevalence of older, multi-story buildings constructed without setbacks from the street rights-of-way, and that the downtown area has the potential to serve as a dynamic economic center for the City; WHEREAS, the presence of unoccupied, improperly maintained buildings in the downtown area poses risks to the public health and safety as the buildings pose an increased risk from fire, can contribute to the deterioration of adjacent structures, and attract vagrants, gang members and criminals; WHEREAS, property owners who own vacant structures have a high incidence of code violations on their properties; WHEREAS, the unoccupied and improperly maintained buildings in the downtown area are a blight and cause deterioration and instability; WHEREAS, the vacant structures attract and harbor wild animals, pests, vermin and varmints; WHEREAS, the contact information as provided in the local deed records for vacant structure property owners is often insufficient to contact the property owner in an immediate and expedient manner in an effort to address any of the above stated concerns and it is necessary to create and maintain an updated registry of contact information of vacant structure property owners in the downtown area and for these vacant structure property owners to designate an agent in Nueces County who shall act as an agent for the vacant property owner for purposes of accepting legal service; WHEREAS, in order to protect and maintain the unique and significant nature of the downtown area for the economic benefit of the City's citizens, it is necessary to require vacant structure property owners to maintain their properties in good repair, so that they are sound and sanitary, and so that said properties do not detract from the economic value and utility of neighboring properties. WHEREAS, the Tax Increment Reinvestment Zone #3 (TIRZ #3) Board recommended the creation of an ordinance to address vacant downtown buildings and various downtown 1 interest groups, including the Downtown Management District, have participated in the drafting of the ordinance; WHEREAS, the City Council has determined that this ordinance would best serve public health, necessity, and convenience and the general welfare of the City of Corpus Christi and its citizens. NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: SECTION 1. That Chapter 13 "Code Enforcement, Housing and Housing Premises Standards, and Neighborhood Improvement," of the Code of Ordinances is amended by adopting a new Article IV "Vacant Downtown Buildings" which shall read as follows: "ARTICLE IV. VACANT DOWNTOWN BUILDINGS Sec. 13-4001. Declaration of policy. (a) The city council finds and declares that: (1) Downtown Corpus Christi is a unique and distinct area of the City due to the prevalence of older, multi-story buildings constructed without setbacks from the street rights-of-way, thereby creating a dense development posing increased risks from fire. The buildings often have common walls, or walls that abut, and the buildings are affected by the lack of maintenance of an adjoining building. (2)Downtown Corpus Christi has the potential to be a dynamic economic center for the City, however, improperly maintained vacant buildings and lots inhibit the redevelopment of the downtown area. (3)Downtown buildings that are vacant and unsecured attract vagrants, gang members, and criminals as prime locations to conduct illegal criminal activities. (4)Buildings that are vacant and unsecured are extremely vulnerable to being set on fire by unauthorized persons. (5)Buildings that are vacant and unsecured are a blight and cause deterioration and instability in downtown. (6)Buildings that are vacant and unsecured pose serious threats to the public's health and safety. (7)Abatement and rehabilitation of poorly maintained vacant downtown buildings is necessary. (8)Vacant and unsecured buildings are declared to be public nuisances. (b) The purpose of this article is to protect the public health, safety, and welfare of the city. (c) This article: 2 (1) Determines the responsibilities of owners of vacant downtown buildings. (2) Provides for administration, enforcement, and penalties. Sec. 13-4002. Definitions. Unless otherwise expressly stated, the following words, terms, and phrases, when used in this article, have the meanings ascribed to them in this section, unless the context of their usage clearly indicates a different meaning: Administrator means the City's Assistant City Manager over Development Services, or designee. Board when used as a verb means to cover an opening with lumber or panel of wood or other material. Building means any structure or portion of a structure used or intended for supporting or sheltering any use or occupancy. Commercial Building means any building which brings or has the potential to bring income including, but not limited to, office, retail, industrial, and multi-family structures. A multi-family structure containing fewer than five dwelling units is not a commercial building for purposes of this article. Dangerous building means a building which is potentially hazardous to persons or Property, including, but not limited to: (a) A building that is in danger of partial or complete collapse. (b) A building with any exterior parts that are loose or in danger of falling. (c) A building with any parts, such as floors, porches, railings, stairs, ramps, balconies, or roofs, which are accessible and which are either collapsed, in danger of collapsing, or unable to support the weight of normally imposed loads. Downtown means that area included within the boundaries of the Tax Increment Reinvestment Zone #3. Owner means the owner of record in the county where the real property is situated; anyone identified as the owner when the building is registered with the City; the holder of an unrecorded contract for deed; a mortgagee or vendee in possession, a mortgagor or vendor in possession; and an assignee of rents, receiver, executor, trustee, lessee, or other person in possession or with the right to control of the premises or a portion of the premises. Any person who is included in this definition as an owner has joint and several obligation for compliance with the provisions of this article. A tenant who does not have the right of possession or control of a portion of the building that is unoccupied is not an owner for the purposes of this article. Property maintenance ordinance means any ordinance of the City of Corpus Christi related to the required maintenance of a building, this includes, but is not limited to, the International Building Code, the International Property Maintenance Code, the International Fire Code, the International Plumbing Code, and all other similar international codes as adopted by the City of Corpus Christi. Secure means to take measures to ensure that the interior of the building cannot be accessed by: 3 (1) Unauthorized persons without the use of tools or ladders. (2) Birds and other animals through broken windows or other openings in the structure. Unoccupied means not being used for a lawful occupancy authorized by the certificate of occupancy issued by the city's building official. Unsecured means open to entry by unauthorized persons or animals. Vacant means at least seventy five percent (75%) or more of the total floor space is unoccupied. Vacant downtown building means a commercial building located within the downtown area that is vacant. Sec. 13-4003. Applicability and Administration. (a) This article shall apply to all vacant downtown buildings, as defined herein, which are now in existence or which may hereafter be constructed or converted from other uses. (b) The Administrator is authorized to administer and enforce the provisions of this article. (c) The Administrator shall have the authority to render interpretations of this title and to adopt policies and procedures in order to clarify the application of its provisions. The Administrator, at his sole discretion, may also enter into an agreement with a registered property owner to obtain compliance with this ordinance by a date certain. Sec. 13-4004. Registration required. (a) The owner of a vacant downtown building shall have 45 days in which to register from the effective date of this ordinance or the date on which the property becomes vacant if the property becomes vacant after the effective date of this ordinance. (b) Upon the effective date of this ordinance or the vacancy of a previously occupied downtown building, property owners shall register the vacant downtown Property and provide the following information: (1) The address and legal description of the property; (2) The current name, physical address, mailing address, telephone number, and email information for any owner(s) with an ownership interest in the property. Corporations or corporate entities shall submit the same information pertaining to their registered agent. (3) The contact information for a local manager of the properties and/or improvements located on said property, as applicable. 4 (4) The comprehensive Plan of Action Form detailing a timeline for correcting violations, rehabilitation, maintenance while vacant, and future use of the structure. The Plan of Action must be updated annually. (5) Certification that the vacant downtown building meets the required standard of care in accordance with section 13-4008. (6) Criminal Trespass affidavits to be filed with the Corpus Christi Police Department by the property owner. Property owner shall post "No Trespass" placards on the premises. (c) Vacant downtown building property owners shall provide written notice to the Administrator, including a copy of the deed, within 30 days, of a change in: (1) ownership of the property; (2) contact information for either the owner or the designated manager; (3) change of owner's registered agent. (d) Continued annual registration of the property by the vacant downtown building property owner is required until said structure is occupied in compliance with a certificate of occupancy issued by the City's Development Services Department and in compliance with all property maintenance ordinances and state law. Sec. 13-4005. Registration fees. (a) Vacant downtown building property owners shall tender an annual registration fee of $500.00 for each building. The registration fee may be paid by credit card with an additional three percent fee, or $15.00, required for the processing of the credit card payment. The initial registration fee is due upon registration. Annual registration fees shall be due and postmarked no later than November 15 of each year. Sec. 13-4006. Property manager or agent (a) Vacant downtown building property owners must designate a local manager who resides within 50 miles of the vacant downtown building and include the relevant contact information for the designated manager upon registering the Property. Property managers shall act as agents for the property owner for purposes of accepting legal service, however the vacant property owner remains Personally liable in criminal prosecutions for code violations. 5 Sec. 13-4007 Inspection (a) Each vacant downtown building must be inspected by City staff in accordance with the schedule provided below. City staff present at the inspections will include staff from Code Enforcement and any other staff deemed necessary by the Administrator. The number of years that a building has been vacant shall be measured starting on the effective date of this ordinance. Vacant Building Inspections Years Vacant Frequency 1-3 Annually 4-6 Bi-Annually 7 + Quarterly (b) An inspection fee of $0.01 per square foot of space within the building, as determined by Nueces County Appraisal District, shall be paid prior to any inspection or re-inspection required for a vacant downtown building. Inspection fees may be paid by credit card with an additional three percent fee required for the processing of the credit card payment. (c) If it is determined after a required inspection (annual, bi-annual, or quarterly) that the vacant downtown building does not meet the standard of care provided in section 13-4008, the Administrator shall request a property plan and require re- inspection after 30 days, or such longer time as the Administrator deems appropriate, to determine if the vacant downtown building property owner has corrected the defects in the building and brought it up to the required standard of care. In no event shall the Administrator allow a vacant building owner more than 90 days to correct the defects before a re-inspection is required. A vacant building owner may request subsequent re-inspections to show compliance if the property does not pass the initial re-inspection. Sec. 13-4008. Standard of care for vacant downtown buildings (a) The standard of care for vacant downtown buildings, subject to approval by the Administrator, shall include, but is not limited to: (1) Protective Treatment: All exterior surfaces, including but not limited to, walls, roofs, doors, windows, door and window frames, cornices, porches, trim, balconies, decks and fences, shall be maintained in 6 such condition so as to prevent the entry of rodents and other pests and the penetration of water to such extent as to cause the structure to be unsound. All exposed wood or metal surfaces subject to rust or corrosion, other than decay resistant woods or surfaces designed for stabilization by oxidation shall be protected from the elements and against decay or rust by periodic application of weather coating materials such as paint or similar surface treatment. All surfaces with rust or corrosion shall be stabilized and coated to inhibit future rust and corrosion. Oxidation stains shall be removed from exterior surfaces. (2) Premises Identification: The property shall have address numbers placed in a position to be plainly legible and visible from the street or road fronting the property. These numbers shall contrast with their background. Address numbers shall be Arabic numerals or alphabet letters. Numbers shall be a minimum of 4 inches (102mm) high with a minimum stroke width of 0.5 inch (12.7mm). (3) First-Floor Windows and Doors: Every first-floor window, storefront, and exterior door part, including but not limited to the frame, the trim, window screens and hardware shall be kept in sound condition and good repair. All broken or missing windows shall be replaced with glass and secured in a manner so as to prevent unauthorized entry. All broken or missing doors shall be replaced with new doors which shall be secured to prevent unauthorized entry. All glass shall be maintained in sound condition and good repair. All exterior doors, door assemblies and hardware shall be maintained in good condition and secured. Locks at all exterior doors, windows, or exterior hatchways shall tightly secure the opening. First-floor windows and doors shall not be secured by boarding or other similar means mounted on the exterior except as a temporary securing measure, and the same shall be removed within a period of time designated by the Administrator. (4) Exterior Lightinq The exterior of the building adjacent to any street, sidewalk, or other pedestrian access shall have visible exterior lighting with average ambient light levels of between one (1) and three (3) foot-candles with a minimum of 0.5-foot candles and a maximum of six (6)foot-candles at any point measured on the ground plane. (b) All repairs shall be subject to approval by the Administrator. All required permits and final inspections prior to and/or following repairs shall be in accordance with applicable laws and rules. This paragraph specifically requires that all necessary building permits are obtained and that all work complies with any law or ordinance relating to construction standards, property maintenance, and 7 windstorm requirements, along with all other applicable laws, ordinances, and rules, including property maintenance ordinances. (c) Failure to maintain the vacant property to the standard of care specified by this section is a violation of this article. The Administrator, on application from the vacant downtown building property owner, may authorize limited exceptions to the requirements in 13-4008(a)(3) and (a)(4) on a case-by-case basis. Any authorization of an exception must be made in writing and shall not be interpreted as an establishment of policy. (d) If a vacant downtown building fails an inspection, the property owner may request to submit a Property Mitigation Plan. Submission of a Property Mitigation Plan does not excuse a violation of this article. (1) The Property Mitigation Plan will include all planned work to the vacant downtown building to bring the property into compliance with the Standard of Care, along with an associated timeline and estimated property improvement costs. (2) The Emergency Building Assistance Fund may be available for reimbursement of up to 50% of the costs of the Property Mitigation Plan. Funds are allocated on a first-come first-serve basis and capped at $5,000 per vacant downtown building. (3) Upon acceptance of the Property Mitigation Plan, the Administrator may designate the property as eligible for the Emergency Building Assistance Fund. (4) The vacant downtown building property owner must submit request for inspection and pay the inspection fee. (5) Once compliance is reached, the property owner may seek reimbursement if the property is eligible for the Emergency Building Assistance Fund. To receive any reimbursement, the property owner must submit documentation of all expenses for the work done on the vacant downtown building. (e) Nothing in this section shall prohibit enforcement of other property maintenance ordinances against the vacant downtown building property owner or any tenant or agent who is otherwise liable for violation of such ordinance. Sec. 13-4009. Fee Waivers All fee waivers must be applied for during the annual registration process, and are subject to approval by the Administrator. A fee waiver is only valid until expiration of the then-current registration period. 8 (a) Property which has been devastated by a catastrophe such as fire or flood and rendered unfit for occupancy: the owner has 45 days to register from the date of the disaster but is exempt from the registration and inspection fees. This exemption is for the duration of one year from the date of the catastrophe; thereafter all applicable fees are due. (b) A property owner who is indigent must register and is otherwise subject to this ordinance but is exempt from the registration and inspection fees. This exemption must be determined by the Administrator on the basis established for determining indigency at municipal court, using a review of current income and expenses. (c) Where the owner of the property has obtained a building permit in the previous 6 months and is progressing in an expedient manner to prepare the premises for occupancy, the owner must register the property and is otherwise subject to this ordinance but is exempt from the registration and inspection fees. This exemption cannot be applied to the same vacant downtown building for more than two consecutive years. (d) Where the owner of the property has listed the property for sale at fair- market value, as identified on the Nueces County Appraisal District tax rolls or through an independently prepared appraisal paid for by the property owner, the owner must register the property and pay for any required inspections but is exempt from the registration fee. Sec. 13-4010. Eligibility for Incentives (a) Completion of registration and passing of required inspections or re- inspections will result in the issuance of a letter of eligibility for the property. A downtown vacant building that receives a letter of eligibility is eligible to apply for incentives from the TIRZ #3 to assist with redevelopment of the property. (b) Vacant downtown buildings that are not registered or have not passed inspection or re-inspection are not eligible to apply for or receive any incentives from the TIRZ #3. Sec. 13-4011. Jurisdiction, enforcement and penalties (a) Except as otherwise provided in this section 13-4011 , written notice of violation of this chapter will precede the issuance of a criminal citation. When a notice is required, the vacant downtown building property owner will be given a reasonable length of time, as determined by the Administrator, to remedy the violation. Such reasonable length of time shall not exceed 90 days. No vacant downtown building property owner shall be given more than 30 days to begin the work needed to remedy the violation. Written notice shall be issued to the vacant 9 downtown building property owner by means of personal service, or by first class mail to their last known address according to Nueces County Appraisal District records, and by posting on the property. If the owner of the vacant downtown building is a corporation or association, notice will also be sent to the entity's registered agent by means of personal service or by first class mail. (b) Failure to register as required by section 13-4004 is a violation of this article and may result in the issuance of a criminal citation, with or without written notice of violation prior to the issuance of the citation. (c) Failure to meet the Standard of Care required by section 13-4008 upon re- inspection of the property after the expiration of 30 days, or such longer time as the Administrator deems appropriate under section 13-4007(c), is a violation of this article and may result in the issuance of a criminal citation, with or without notice of violation prior to the issuance of the citation. Citations may be issued for the continuing violation of section 13-4008 until such time as the property is in compliance with the Standard of Care. A vacant downtown building property owner may request a re-inspection at any time to establish that the building meets the Standard of Care. (d) Violation of any provision of this article is a class C misdemeanor. Each day any violation continues constitutes a separate offense. (i) This is a strict liability offense in which no mental state is required. (ii) The fine for this offense may not exceed five hundred dollars ($500.00). (e) Administrative, civil, and criminal enforcement are alternative remedies which may be sought independently of each other. Criminal prosecution may occur regardless of pursuit of civil or administrative remedies and vice versa. Sec. 13-4012. Demolition Review (a) The owner of a vacant downtown building may apply for a demolition permit from the Development Services Department. (b) Demolition permits shall not be granted for any vacant downtown building constructed more than 50 years prior to the date of the application unless a certificate of appropriateness for demolition is issued in accordance with section 3.16 of the Unified Development Code. For purposes of this section, the vacant downtown building that is more than 50 years old will be treated as though it is a designated landmark or contributing structure located within an Historic Overlay zoning district." 10 SECTION 2. That all ordinances or parts of ordinances in conflict with this ordinance are hereby expressly repealed. The general vacant building ordinance, codified at 13-3001 et seq. of the Code of Ordinances, as applied to any property other than a vacant downtown building, is not in conflict with this ordinance. SECTION 3. If, for any reason, any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of the City Council that every section, paragraph, subdivision, phrase, word and provision hereof shall be given full force and effect for its purpose. SECTION 4. A violation of this ordinance or the requirements implemented under this ordinance constitutes an offense punishable under Section 1-6 of the City Code of Ordinances. SECTION 5. That publication shall be made in the office publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 6. This ordinance shall take effect on October 1 , 2018. SECTION 7. City Council shall review the effectiveness of this ordinance, including the demolition review, annually. On or about the fifth anniversary of the effective date of this ordinance, City Council shall engage in an enhanced, thorough review of the effectiveness of this ordinance. 11 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 �pUB o� INFORMAL STAFF REPORT r Irmo 1852 MEMORANDUM To: Keith Selman, Interim City Manager/I/( From: Arlene Medrano, Office of the Business Liaison t Date: July 27, 2018 Subject: CCAR: Downtown Vacant Building Ordinance Update Issue(Problem The Downtown Vacant Building Ordinance was on the City Council agenda for a First Reading on Tuesday, July 241h, but was removed to allow time to make recommended changes by Municipal Court Judges and City Prosecutor. Attached is the redline version showing changes since the Tax Increment Reinvestment Zone #3 Board MRZ #3) approved on June 26, 2018. Background &Findings The Tax Increment Reinvestment Zone #3 most recently approved the Downtown Vacant Building Ordinance on June 26, 2018. Upon Board approval of the ordinance and a unanimous vote recommending City Council approval, Staff began making arrangements and preparing for the implementation of the ordinance and program. Staff provided the Ordinance to Finance, Municipal Court Judges and to the City's Prosecutor for final comments. During these discussions, the attached recommendations for improvement were made. • Per Local Government Code, a maximum 90 days is allowed to correct defects. (Pg. 6 Sec. 13-4007 (c); Pg. 9 Sec. 13-4011 (a) • 3% credit card processing fee for anyone who chooses to pay by credit card instead of by check. Checks require no additional fee. (Pg. 6 Sec. 13-4007 (b)) • Requiring notice to the Administrator for a change of owner's registered agent. (Pg. 5 Sec.13-4004 (c) (3); Pg. 9 Sec. 13-4011 (a)). • occupancy will be determined based on receipt of a certificate of occupancy and compliance of state laws. (Pg. 5 Sec.13-4004 (d)). • If approved, Ordinance will become effective on October 1, 2018. • Annual Registration fees are due no later than November 15 of each year. At the July 24th, 2018 TIRZ #3 Meeting, there was a public comment made regarding the Ordinance. The concerns were addressed via face-to-face conversations and emails. The following addresses the remarks made: Concern: $500 Registration Fee Compared to City of San Antonio's $250 fee. Page X of 3 • Response: San Antonio charges an annual registration fee of $250 for single-family residential structures and $750 for all other structuress Our proposed Downtown Vacant Building Ordinance calls for a $500 fee for all structures. • Concern: If the purpose of the Ordinance is to collect contact information, how will we send notice of the Ordinance? • Response: We will send the registration information to the address that is listed per the Appraisal District. However, through the registration process we will require additional contact information such as phone number and email address for the owner and local manager, if applicable. The additional contact information is so that we have a way to contact building owners in the event of an emergency involving his/her buildings. As you know, Downtown structures exist in a close knit eco-system. What happens to one building may very well affect the neighboring buildings. These buildings sometimes share walls or are very close in proximity to each other. We had a vacant building collapse in our Downtown in 2016 and had no way to contact the property owner other than to mail a letter. The building blocked a street for 6 months. • Concern: Punishment of Vacant Building Owners whose buildings may be vacant, but who are using his/her building for storage. • Response: While this Ordinance is not intended to address land use issues, changing a building from its assigned use to Storage use without going through Development Services would constitute a non-permitted use of the building. Storage units are considered a fire load and may require building modifications. The only permitted storage unit in the Downtown area is the U-HAUL located on Chaparral and Beldon St. • Concern: That the City of San Antonio had to create a Legal Defense Fund to deal with Title issues and that the City of Corpus Christi would need to do the same. • Response: The City of San Antonio created a Title Search Fund to be able to identify the proper owner when the listed owner is deceased. Generally, this only applies to single family residences. Additionally, City Staff and DMD Staff met with the Realtors Association on Thursday, July 261�' and the following concerns were addressed: • Concern: That the Ordinance included residential properties. • Response: Staff has edited the Ordinance to apply to commercial properties only at a rate of $500. The number of single-family residential properties within the TIRZ Boundaries was low (between 10-20%). • Concern: The Ordinance requires a local manager who resides in Nueces County. • Response: Staff edited the Ordinance to a 50-mile radius of the Downtown Vacant Building. • Concern: The Ordinance requires a complete floor plan for use by first responders in the event of a fire or other catastrophic event. • Response: Floor plans serve an important purpose for First Responders in situational awareness, search procedures, thermal imagers, fire behavior, fire control and tactical ventilation. This item is too important to the life-safety of First Responders to remove from the Ordinance. It may help to clarify that the Ordinance is asking for a floor plan, not a blue print. • Concern: The existing city-wide vacant building ordinance and the Corpus Christi Property Maintenance Code cover 95% of what is being proposed in the Downtown Vacant Building Ordinance. Page 2 of 3 Response: The downtown area is a unique and distinct area of the City due to the prevalence of older, multi-story buildings constructed without setbacks from the street rights-of-way, and the downtown area has the potential to serve as a dynamic economic center for the City. The existing ordinance is primarily used for securing properties, which is not sufficient for our Downtown. The Downtown Vacant Building Ordinance (DVBO) is aimed at eliminating the blighted appearance of the Downtown and creating a bright and lively storefront appeal by requiring the removal of boards on the first floor and the addition of exterior lighting. DVBO's around the country that have the same requirements are proving to decrease the occurrences of crime surrounding abandoned buildings. To have a thriving Downtown, residents and visitors must feel safe with their surroundings. Building remediations are significantly associated with overall reductions in crimes, total assaults, gun assaults and nuisance crimes. The Downtown Vacant Building Ordinance has only been made possible through the unwavering support of the Downtown Reinvestment Zone Board (TIRZ #3). The TIRZ #3 Board approved the funding necessary to support the cost of a Program Administrator and the efforts of Code Enforcement to enforce this ordinance. The TIRZ #3 Board can only approve use of funds within the TIRZ #3 boundaries and could not have approved funding for the enforcement of the existing city-wide vacant building ordinance as those efforts do not fall within the boundaries and would therefore supplant existing efforts, which is a violation of Tax Code regarding the TIRZ. The Downtown Vacant Building Ordinance also differs in that it provides an opportunity for vacant building owners to apply for a grant to support the cost of complying with the ordinance. • Concern: That the associated fees are only to generate revenue for the City. • Response: The fees collected will not cover the cost to run the Downtown Vacant Building Program and therefore will produce $0 net revenue for the City. The TIRZ #3 is supplementing a majority of the cost. o Estimated Program Cost- $90,000 o Estimated Ordinance Revenue— ■ Total Registration Fees = $500 x 45 estimated vacant buildings = $22,500 • Total Inspection Fees = $0.01/sq. ft x Approx. 1,000,000 vacant sq. ft = $10,000 • Total Program Revenue $32,500 • Concern: The Realtors Association was not contacted for input on this Ordinance. • Response: Staff reach out to the Realtor's Association as well as other community stakeholders stating a desire to work together on the Downtown Vacant Building Ordinance. The Realtor's Association were invited via phone and email in July 2017, but were not available to engage. Conclusion Staff recommends passing of the Ordinance as proposed here today to continue the momentum and effort for Downtown revitalization. Page 3 of 3 Downtown Vacant Building Ordinance City Council Meeting July 31, 2018 Downtown Vacant Building Ordinance ' F •i I • Citywide Vacant Building Ordinance Requires Property Secured • Downtown Vacant Building Ordinance Created in 2008 • No Additional Staff, Optional Provisions • Repealed in 2015 • Motion from Tax Increment Reinvestment Zone #3 to create framework on 2/28/2017 E-v About Vacant Buildings Costs to Communities: • Creates Blight • Attracts Vandalism, Criminal Activity • Endangers Public Health & Safety • Lowers Property Values Various Community Approaches: • Vacant Building Registration Programs • Eminent Domain • Receivership • Landbanking Best Practice - Texas Vacant Building g g Registration Programs • 3 of 10 Biggest Texas Cities have Registration Program • San Antonio, Dallas & EI Paso ProgramSan Antonio's Staffing Office of Historic Preservation • 4 Staff, including 2 inspectors specific to program Process Internal Initiation 2013,Adopted June 2014, Kicked Off January 2015 • Currently Expanding to other areas. Policy Must Register,Submit Building Plan • Failure to Register is Class C Misdemeanor-$500 Fine/Day • Fee Waiver if listed at Fair Market Value E-v # of Downtown Vacant Buildings 948 Geographic IDs in Tax Increment Reinvestment Zone #3 Boundaries Map of DowntOWn Vacaes nt Properties Uptown — (Morgan Ave, North to Ship Channel. Map of Downtown Vacant Properties ��� SEA District Tancahua St., East to Bay) Map of Dowftt"V,Vacant Properties .M¢rina Arts DiStY�ct Reviewed for Utility Accounts �.Vi. M p fD6Wn}°v(Vcant Properties Conducted Field Survey in July 2017 8ayh9"'°`"°°° - 56 Vacant Buildings - 5 with TIRZ #3 Agreements - 92 Vacant Lots Map of Downtown Vacant Properties Draft Inventory of Vacant Properties @� Tax Increment Reinvestment Zone #3 Goals • 2018 Ordinance Goals: • Establish Standard of Care: • Protective Treatment • Secured First Floor • Exterior Lighting • Water Tight • Reduce risk to health, safety and welfare of the public • Eliminate blighted appearance and replace with lively storefront appearance • Encourage Property Owners to Take Look at Property • Require Communication with Property Owners • Downtown Reinvestment Zone Focused & Funded @ Downtown Program Framework • Registration • Contact Information & Listing Information • Building Activation Plan • Registration & Inspection Fee • Interactive Map of Available Properties on new Downtown Website • Annual Inspection Requirements • Standard of Care Requirements (Exterior Lighting,First Floor Activation,Roof Not Leaking) • Assistance Fund ($50,000 in FY 19) • Compliance Promotes Property, Eligible for Incentives • Cost of Non-Compliance: Citations Process Map Property October 1 Owner Property nce Ensures • - Inspection - . Bec• . .. Effective Building Submits d Compliance -. Standard of Packet Care Fee Waiver Listed Fair Reinspection $5,000 for 111 Market Upon Failure Ten Properties Value to Comply Building Permit Issued Different Type of Ordinance .. City Wide Vacant Building Ordinance Downtown .• Goal Secure Dangerous Buildings Improve Downtown Safety&Facilitate Development Type of Building Residential&Commercial Commercial "Vacant"Definition Unsecured,Condemned,Dangerous More than 75%Unoccupied Standard of Care Building Secured from Entry Exterior Lighting,Storefront First Floor, Structurally Stable Registration Only After Code Violation Automatic Building Action Plan Only After Code Violation Automatic Registration Fee None $500 Inspection Fee Only After Code Violation Automatic,$0.01 per Scl Ft Watchman Only After Code Violation,if Building is No Mention not securable Incentives Not Available $5,000 for 15t 10 Properties to Comply, Additional Incentives to Encourage Occupation Benefits of Downtown ®rt, Program Reason & Funding to Improve Exterior through Proactive Compliance Fund Fee Waiver for Building Permit, or Listing for Sale a Fair Market Value - Ability to list on Downtowntx.org - Ability to Connect with Tenants - Ability to Access Incentives Improvement Oriented �I :_ D owntowntx.or g ©a a� IMOG V-1 mmi Emma 0000 Incentive Applications m jp Imagine the Possibilities l ,JF r Tour 7rr�onmatiar DATE:Sa,ruday,7wm 9(h TIME:/&W-,J00,7Wmfvb ,t 930,07/ aa/ TOUR BEGINS7027/.C*.,W! HOSTED BY CogcAwr vwown 7MmW..4,DnEY? MORE INFO 36144-?363 iMTX 7 SC o� Va. U NOORP08 IEO AGENDA MEMORANDUM 1852 City Council Meeting of 8/14/2018 DATE: August 8, 2018 TO: Keith Selman, Interim City Manager FROM: Eddie Houlihan, Director of Management & Budget EddieHo@cctexas.com (361) 826-3792 Proposed FY2019 Budget Overview Presentation STAFF PRESENTER(S): Name Title/Position Department 1. Eddie Houlihan Director Office of Management & Budget 2. Constance Sanchez Director Finance BACKGROUND: The Office of Management & Budget submits and reviews the Proposed Budget with the City Council prior to adoption in late September. LIST OF SUPPORTING DOCUMENTS: Presentation - FY19 Proposed Budget Overview Proposed Budget FY 2018 - 2019 --------------------------------------------------------------------------------------------------------- 0 -------------------------------------------------------------------------------------------------------- �� � Mission Statement ---- - ------------- ----------------------------------------------------------- O ----------------------------------------------------------- • The mission of the City of Corpus Christi, Texas is to deliver municipal services which meet the vital health, safety, and general welfare needs of the residents and which sustain and improve their quality of life. As we work to achieve this mission, we will employ fiscal discipline, continuous improvement, first-rate customer services, and straight forward communications. In this work, we will tolerate no mediocrity. (1&) Guiding Fiscal Principles -----___--------------------------- ____________________________________________________________ ----------- o _______________________________________________________________________________________________________________________________________________ 1 . Persist in fiscal control by: a . Putting first things first - As directed by Council b. Living within our means 2. Execute on core departmental mission 3. Treat all employees fairly 4. Maintain long term sustainability 5. Achieve continuous im rovement Presentation Outline -- ______--------------------------- __________________________________________________________________ o ----------------------------------------------------------------------------------------------------------------------------------------------- 1 . Contents of Proposed Budget Document 2. General Fund 3 . Enterprise Funds 4. Special Revenue Funds 5. Internal Service Funds 6. Debt Service Funds Proposed Budget Document - ----------------- ----------------------------------------------------------------------------------- O O ----------------------------------------------------------------------------------- • A copy of the FY 2018-2019 Proposed City Operating Budget is available for review in : The Office of the City Secretary Any City Public Library City's website Proposed Budget Document cont . ------------------------------------------------- --------------------------------------------------------------______ ______________ o ______ ____ ___ _________ _________ ____ ------------------------------ -------------------------------------------- The __ _________ __________________ The Proposed Budget Document; is split into 7 major sections : ❖ Manager's Message containing: ❖ Internal Service Funds Section containing: ❖ City Manager's Message ❖ Financial Statements and 5 year Proformas ❖ Fund Structure & Organization Chart for all Internal Service Funds ❖ Budget Summaries containing : ❖ Special Rev. Funds Section containing: ❖ Summary of Revenues, Expenditures & ❖ Financial Statements for all Special Revenue Projected Balances Funds as well as 5 year Proformas for all ❖ Employee count major funds ❖ Charts and Graphs ❖ Debt Service Funds Section containing: ❖ General Fund Section containing: ❖ Debt Service Summary and Debt Schedule ❖ General Fund Financial Statement and 5 for all City Debt year Proforma ❖ Financial Statements for all Debt Funds ❖ Departmental Summaries for all General Fund departments ❖ Enterprise Funds Section containing_ ❖ Financial Statements for all Enterprise City's website: Funds as well as 5 year Proformas for all WWW.CCteXaS.COm major funds Proposed Budget Overview ___ = _______________________________ O _______________________________________________________________________________________________________________________________________________ AL Actual Original Amended Estimated Proposed Revenues Budget Budget Revenues Budget 2016 - 2017 2017 - 2018 2017 - 2018 2017- 2018 2018 - 2019 General Fund $230,311,979 $239,473,863 $243,543,700 $245,853,546 $253,419,204 Enterprise Funds $288,324,412 $307,534,902 $311,098,377 $294,844,854 $307,339,931 Internal Service Funds $ 94,574,145 $106,904,932 $106,904,932 $100,234,248 $104,171,029 Special Revenue Funds $121,412,075 $111,545,097 $111,794,647 $116,606,675 $115,150,436 Debt Service Funds $128,626,486 $118,974,334 $118,974,334 $119,418,337 $124,107,378 Total All-Funds $863,249,097 $884,433,128 $892,315,990 $876,957,660 $904,187,978 Proposed Budget Overview __ - _____________ _______________________________________________________________________________________________________ g _______________________________________________________________________________________________________________________________________________ 411111111111111� � o Expenditures Actual Original Amended Estimated Proposed Expenses Budget Budget Expenses Budget 2016- 2017 2017- 2018 2017- 2018 2017- 2018 2018- 2019 General Fund $225,899,112 $239,473,862 $258,787,089 $250,220,324 $253,419,204 Enterprise Funds $300,710,813 $309,034,832 $334,990,013 $314,398,388 $329,207,321 Internal Service Funds $ 99,019,066 $114,241,624 $117,232,684 $106,656,635 $109,587,912 Special Revenue Funds $101,011,647 $ 96,767,689 $129,340,778 $118,594,849 $114,139,089 Debt Service Funds $126,314,619 $122,224,565 $122,224,565 $122,255,154 $122,731,423 Total All-Funds $852,955,257 $881,742,572 $962,575,129 $912,125,350 $929,084,949 FY2019 PROPOSED BUDGET SERVICE lle A- 8e�efits G�A� 4r p M -Y H Q 7d §p 3 s3 9M,�jF WASTEWATMSg"" i E �p��SEFva� FY2019 TOTAL BUDGET: $929.1 Million Employee Summary _____=______-_____________________________________________________________________________________________________________________________ 1O ----------------------------------------------------------------------------------------------------------------------------------------------- , . FTEs FTEs FTEs General Fund 1762.71 1748.74 1746.73 737.40 742.40 747.40 Enterprise Funds 298.00 290.00 283.00 Internal Service Funds 310.80 290.20 290.20 Special Revenue Funds Total Operating FTEs 3108.91 3071.34 3067.33 Grant FTEs 91.00 91.00 93.00 Total City FTEs 3199.91 3162.34 3160.33 General Fund Summary FY 2018 - 2019 --------------------------------------------------------------------------------------------------------- C) -------------------------------------------------------------------------------------------------------- (� ea- 1 Y r Property0 Tax Rates _____________________________________________________________________________________________________________________ 12 _______________________________________________________________________________________________________________________________________________ Adopted Tax Rate per $100 Valuation 0.64 0.63 0.626264 0.62 0.61 0.606264 0.606264 0.606264 0.6 0.59 0.582269 0.585264 0.585264 0.58 0.570557 0.570557 0.57 0.563846 0.56 0.55 0.54 - 0.53 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 Proposed FY 2019 Comparison to Other Cities -- -- -------- -------- --------_ -------- -------- -------------- 10 ----------------------------- -------------- ---------------------- ---------------------------------------- FY 2018 Operating and Debt Service Rates per $100 Valuation FT WORTH Mn $.805 EL PASO $.803 DALLAS $.780 WACO .. $.776 GARLAND • I $.705 BROWNSVILLE '• � ' $.701 ARLINGTON $.640 LAREDO $.637 FY19 CORPUS CHRISTI FY18 CORPUS CHRISTI , ) $.606 HOUSTON GALVESTON I S $•561 SAN ANTONIO $.558 LUBBOCK � $.538 MCALLEN • 1 ' ' I 1 M.476 PLANO 1 I $.469 AUSTIN $.445 MIDLAND AMARILLO ■Operating o Debt 1&�, General Fund Revenues ---------------------------------------------------------------------------------------------------------------------------------------------- 14 ----------------------------------------------------------------------------------------------------------------------------------------------- Actual Original Amended Estimated Proposed 40 Revenue Classification Revenues Budget Budget Revenues Budget 1 2016 - 2017 2017- 2018 2017- 2018 2017 - 2018 2018 - 2019 Property Taxes $ 69,609,413 $ 72,001,866 $ 72,001,866 $ 71,989,294 $ 80,325,653 Sales Tax and Other Taxes 66,229,694 66,912,199 66,912,199 68,247,798 67,347,359 Franchise Fees 16,893,515 17,454,365 17,454,365 16,787,072 17,049,004 Services and Sales 51,572,392 54,420,197 54,420,197 53,446,789 55,308,616 Permits and Licenses 2,780,852 2,455,118 2,455,118 2,492,382 2,650,457 Fines and Fees 7,283,267 7,809,116 7,809,116 7,260,638 7,681,776 Administrative Charges 6,347,162 6,662,393 6,662,393 6,669,897 6,718,649 Interest and Investments 547,321 377,000 377,000 607,679 650,000 Intergovernmental Services 1,728,374 2,146,774 6,216,611 8,838,196 4,148,329 Miscellaneous Revenue 1,759,863 1,684,260 1,684,260 1,933,234 1,864,190 Interfund Charges 5,560,126 7,550,575 7,550,573 7,580,567 9,675,171 Revenue Total $ 230,311,979 $ 239,473,863 $ 243,543,700 $ 245,853,546 $ 253,419,204 General Fund Expenditures ---- --------------------------------------------------------------------------------------------------------------------- i5 ----------------------------------------------------------------------------------------------------------------------------------------------- Original Department Name Expenses Budget Budget Expenses Budget 2016- 2017 2017- 2018 2017 - 2018 2017- 2018 2018- 2019 General Government $18,779,494 $20,156,446 $19,993, 613 $19,573,146 $19,511,397 Fire 54,840,320 56,056,108 57,130,235 57,991,602 57,313,941 Police 69,776,278 75,129,198 75,655,941 74,522,031 76,139,825 Animal Ctrl / Code Enf. 4,436,619 5,479,834 5,182,663 5,081,309 5,281,322 Health 2,841,728 3,319,941 3,298,508 3,257,289 3,184,579 Library 4,044,690 4,109,140 4,026,701 3,994,127 4,225,097 Parks and Recreation 16,601,550 18,558,142 19,191,189 18,416,278 18,727,974 Solid Waste 26,164,065 26,077,781 27,683,706 27,587,798 27,863,497 Community Development 432,923 990,626 1,434,662 1,373,025 899,519 Non-operating Expenses 27,981,445 29,596,646 45,189,871 38,423,719 40,272,053 Expenditure Total $225,899,112 $239,473,862 $258,787,089 $250,220,324 $253,419,204 GENERAL FUND AVAILABLE RESOURCES DISTRIBUTED OVER MAJOR SPENDING AREAS ($ in Millions) Misc.Rev&fnterest VLOund Char6eSsg Zs�j Qet es52.7M pines&Fees$? �M 5e`5 SeM \ntergovt$,q zM'ti1 F� e51� Fe 'or Oa o v ,a` o � G N � Ln C w � Lm Lrl 00 Lp lJf O 9 A O d .r9by Y� 1p. ra'� Other Tax Revenue' FY 2019 TOTAL GENERAL FUND BUDGET: $253.4 Million @� Projected Change in General Fund Balance -- - --------------------------------------------------------------------------------------------------------------------- 1'J ----------------------------------------------------------------------------------------------------------------------------------------------- • Beginning Balance 10/1/17 $57,317,351 • Estimated Beginning Balance 10/1/18 $52,950,574 • Projected Changes $0 • Projected Ending Balance 9/30/19 (20.9%) $52,950,574 • Minimum Fund Balance (17%) $43,081,265 • Goal (25%) $63,354,801 Enterprise Funds Summary FY 2018 - 2019 --------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- 4O�pUS CN�s Y k Jh B52 City - Wide ChartO �ceCna� 'S,yeC��ce d �"ols X329;L EnteCQdy Fir Enterprise FTE Employees __________________________ _____________________________________________________________________________________________________ 20 _______________________________________________________________________________________________________________________________________________ . • JL Water 250.4 254.4 T 260.4 Gas 153.0 152.0 149.0 Wastewater ' 156.0 158.0 159.0 Storm Water 81.0 81.0 82.0 Airport 82.0 82.0 82.0 Marina 15.0 15.0 15.0 Enterprise Funds Total 737.4 742.4 747.4 Enterprise Fund Rev/ Exp ____________________________________________________________________________________________________________________ 21 _______________________________________________________________________________________________________________________________________________ i . . . . . . Revenues . . 2018 - 2019 Water $ 143,914,522 $ 144,837,218 $ (922,696) Gas 39,379,330 39,374,616 4,714 Wastewater 78,042,655 98,072,177 (20,029,522) Storm Water 28,925,451 31,371,931 (2,446,480) Airport 9,621,673 9,432,585 189,088 Marina 2,244,000 2,109,105 134,895 Backflow Prevention 500,000 500,000 0 Raw Water Supply 1,925,228 4,500 1,920,728 Choke Canyon 106,400 152,613 (46,213) Enterprise Fund Rev/ Exp ( _____________________________________________________________________________________________________________________________________________ 22 _______________________________________________________________________________________________________________________________________________ Proposed . . . . Revenues . . _ 2018 - 2019 2018 - 2019 Airport Passenger Facility $ 1,214,752 $ 1,127,310 87,442 Airport Customer Facility 1,247,000 1,356,565 (109,565) Golf Center 127,920 668,701 (540,781) Golf Capital Reserve 91,000 200,000 (109,000) TOTAL $ 307,339,931 $ 329,207,321 $ (21,867,390) 34% Enterprise Rev 35% Enterprise Exp ■Enterprise - $307,339,931 ■Enterprise - $329,207,321 All Funds - $904,187,978 65490, All Funds - $929,084,949 Enterprise Fund Balances ----- --- ---------------------------------------------------------------------------------------------------------------------------- 23 ---------------------------------------------------------------------------------------------------------------------------------------- A AL Projected Ending Fund Balance at Balance at Mi 01/101/1 M8 . 9/30/19 Water $ 30,971,911 $ (922,696) $ 30,049,214 Backflow Prevention 0 0 0 Raw Water Supply 12,302,877 1,920,728 14,223,605 Choke Canyon 1,956,059 (46,213) 1,909,846 Gas 7,510,237 4,714 7,514,951 Wastewater 40,942,123 (20,029,522) 20,912,601 Storm Water 6,326,764 (2,446,479) 3,880,285 Airport 4,590,408 189,088 4,779,497 Airport Passenger Facility 2,902,210 87,442 2,989,652 Enterprise Fund Balances ( cont . - - 24 ----------------------------------------------------------------------------------------------------------------------------------------------- Estimated Projected Beginning Fund Ending Fund Balance at Balance at 10/01/18 9/30/19 Airport Customer Facility $ 880,606 $ (109,565) $ 771,041 Golf Center (232,299) (540,781) (773,080) Golf Capital Reserve 170,387 (109,000) 61,387 Marina 721,037 134,895 855,932 TOTAL $109,042,320 $(21,867,390) $87,174,930 @ Projected Change in Enterprise Fund Balance -------------------------------------------------------------------------------------------------------------------------------------------- G ----------------------------------------------------------------------------------------------------------------------------------------------- • Estimated Beginning Balance 10/1/18 $109,042,320 • Projected Changes $(21,867,390) • Projected Ending Balance 9/30/19 $87,174,930 • Target Fund Balance @ 25% $57,885,179 • CIP Restricted $23,179,964 • Total Target+ Restricted $81,065,143 Special Revenue Funds Summary FY 2018 - 2019 --------------------------------------------------------------------------------------------------------- 26 -------------------------------------------------------------------------------------------------------- 4O�pUS CN�s Y k J�h 952 City - Wide ChartO reCra� . , d EnteC ag pun Special Revenue FTE __________________________________________________________________________________________________________________________________________ 2 g _______________________________________________________________________________________________________________________________________________ .&.. J� State Hotel Occupancy Tax 15.7 15.7 15.7 Juvenile Case Manager 3.0 3.0 2.0 Street ■ 132.0 132.0 132.0 Redlight Photo Enforcement 3.0 0.0 0.0 Medicaid Waiver 1115 4.0 0.0 0.0 Development Services 60.5 62.5 63.5 Visitors Facilities 13.0 13.0 13.0 Local Emergency Planning 1.0 1.0 1.0 Crime Control 78.6 63.0 63.0 Special Revenue Funds Total 310.8 290.2 290.2 Special Revenue Fund Rev/ Exp ------------------------------------------------------------------------------------------------------------------------------------- 2g ----------------------------------------------------------------------------------------------------------------------------------------------- . . . Proposed BudgetRevenues Expenditures Net 2018 - 2019 2018 - 2019 A Hotel Occupancy Tax $ 16,043,429 $ 16,508,562 $ (465,133) Public, Education, and Government 625,000 565,000 60,000 State Hotel Occupancy Tax 3,354,529 1,430,983 1,923,546 Municipal Court Security 94,950 110,000 (15,050) Municipal Court Technology 123,799 193,968 (70,169) Juvenile Case Manager 142,343 139,677 2,666 Juvenile Case Manager Reserve 28,215 24,200 4,015 Parking Improvement 103,000 100,000 3,000 Street Maintenance 31,680,641 33,008,020 (1,327,379) Residential Street Reconstruction 4,406,542 3,400,000 1,006,542 Redlight Photo Enforcement 0 6,238 (6,238) Reinvestment Zone No. 2 4,280,988 2,120,929 2,160,059 Reinvestment Zone No. 3 1,409,018 1,831,602 (422,584) Seawall Improvement 7,450,000 2,951,064 4,498,936 @� Spedal Revenue Fund Rev/ Exp ( Cont . -- - --------------------------------------------------------------------------------------------------------------------- 30 ----------------------------------------------------------------------------------------------------------------------------------------------- . . . Proposed Revenues Expenditures . . : 2018 - 2019 Arena Facility $ 7,220,000 $ 11,904,708 $ (4,684,708) Business and Job Development 100,000 1,366,611 (1,266,611) Type B 7,003,000 7,073,643 (70,643) Development Services 7,293,657 7,293,657 0 Visitor Facilities 16,551,725 16,873,325 (321,600) Local Emergency Planning 218,400 216,908 1,492 Crime Control and Prevention 7,021,200 7,019,993 1,207 TOTAL $ 115,150,436 $ 114,139,088 $ 1,011,348 0 13/ Special Revenue Rev P12% Special Revenue Exp ■Special Revenue - $115,150,436 ■Special Revenue - $114,139,088 All Funds - $904,187,978 88% All Funds - $929,084,949 Special Revenue Fund Balances .� -- - -------------------------------------------------------------------------------------------------------------------- (D ----------------------------------------------------------------------------------------------------------------------------------------------- Estimated ----------------------------------------------------------------------------------------------------------------------------------------------- Beginning Fund Ending Fund Balance at Balance at 10/01/18 9/30/19 Hotel Occupancy Tax $ 3,510,263 $ (465,133) $ 3,045,129 Public, Education, and 2,130,933 60,000 2,190,933 Government State Hotel Occupancy Tax 6,823,856 1,923,546 8,747,402 Municipal Court Security 117,749 (15,050) 102,699 Municipal Court Technology 296,075 (70,169) 225,906 Juvenile Case Manager 278,097 2,666 280,763 Juvenile Case Manager Reserve 104,956 4,015 108,971 Parking Improvement 253,053 3,000 256,053 Street Maintenance 4,114,148 (1,327,379) 2,786,769 Residential Street Reconstruction 5,202,733 1,006,542 6,209,275 Redlight Photo Enforcement 6,238 (6,238) 0 Health Medicaid 1115 Waiver 1,134,113 0 1,134,113 =&� Special Revenue Fund Balances (cont . -- --------------------------------------------------------------------------------------------------------------------------------------- 32 ----------------------------------------------------------------------------------------------------------------------------------------------- i Estimated Projected Beginning Fund Ending Fund Balance at Balance at 10/01/18 9/30/19 Reinvestment Zone No. 2 $ 11,957,165 $ 2,160,059 $ 14,117,224 Reinvestment Zone No. 3 3,627,054 (422,584) 3,204,470 Seawall Improvement 39,438,961 4,498,936 43,937,897 Arena Facility 22,238,295 (4,684,708) 17,553,587 Business and Job Development 14,954,675 (1,266,611) 13,688,064 Type B 3,491,769 (70,643) 3,421,126 Development Services 6,392,501 (0) 6,392,501 Visitor Facilities 2,615,687 (321,600) 2,294,087 Local Emergency Planning 39,964 1,492 41,456 Crime Control and Prevention 4,149,801 1,207 4,151,008 Special Revenue Total $132,878,086 $ 1,011,348 $133,889,433 Projected Change in Special Revenue Fund Balance -------------------------------------------------------------------------------------------------------------------------------------------- 33 ----------------------------------------------------------------------------------------------------------------------------------------------- • Estimated Beginning Balance 10/1/18 $132,878,085 • Projected Changes $1,011,348 * Projected Ending Balance 9/30/19 $133,889,433 Internal Service Funds Summary FY 2018 - 2019 --------------------------------------------------------------------------------------------------------- G -------------------------------------------------------------------------------------------------------- 4O�pUS CN�s Y k Jh B52 City - Wide ChartO •1 1 tieC�a' ye ♦ ���9 6 M �`N� a� dp N� $3292 En�er��,5 Fv Internal Service FTE Employees -- ------------------------- ------------------------------------------------------------------------------------------------------------- G ----------------------------------------------------------------------------------------------------------------------------------------------- Stores 20.0 21.0 21.0 Asset Management - Fleet 59.0 59.0 59.0 Asset Management - Facilities 28.0 28.0 22.0 Information Technology 96.0 94.0 93.0 Engineering 76.0 67.0 67.0 Risk Management Administration 12.0 14.0 14.0 Health Benefits Administration 7.0 7.0 7.0 Internal Service Funds Total 298.0 290.0 283.0 Internal Service Fund Rev/ Exp -- - ------------------------------------------------------------------i-------------------------------------- 37 ------------------------------------------------------------------------ -------------------------------------------------- �Ml Proposed . . . Revenues 2018 - 2019 Stores $ 5,282,372 $ 5,751,505 $ (469,133) Asset Management - Fleet 18,195,996 19,546,332 (1,350,336) Asset Management - Facilities 4,402,372 5,898,388 (1,496,016) Information Technology 15,140,512 16,217,264 (1,076,752) Engineering 7,832,641 7,829,161 3,480 Employee Health Benefits - Fire 10,211,166 10,506,713 (295,547) Employee Health Benefits - Police 10,154,849 10,258,535 (103,686) Employee Health Benefits - 19,475,565 19,410,565 65,000 Citicare Health Benefits Administration 587,129 593,825 (6,696) ; Internal Service Fund Rev/ Exp ( -- - ----------------------------------------------------------------------------------------------------------i 38 ----------------------------------------------------------------------------------------------------------------------------------------------- . . . Proposed BudgetRevenues Expenditures Net 2018 - 2019 2018 - 2019 1 Other Employee Benefits 1,840,793 1,820,793 20,000 General Liability 6,575,017 7,175,750 (600,733) Workers' Compensation 3,517,849 3,446,948 70,901 Risk Management 954,768 1,132,133 (177,365) Administration TOTAL $104,171,029 $109,587,912 $(5,416,883) 12% 1�12% Internal Service Rev Internal Service Exp ■Internal Service- $104,171,029 ■Internal Service - $109,587,912 0880/6 All Funds - $904,187,978 88% All Funds - $929,o84,949 Internal Service Fund Balances ---------------------------------------------------------------------------------------------------------------------------------------- 39 ----------------------------------------------------------------------------------------------------------------------------------------------- i. � EndingEstimated Projected Beginning . Fund Balance Balance at Stores $ 753,560 $ (469,133) $ 284,427 Asset Management - Fleet 5,867,536 (1,350,336) 4,517,200 Asset Management - Facilities 1,810,455 (1,496,016) 314,439 Information Technology 1,982,082 (1,076,752) 905,330 Engineering 389,891 3,480 393,371 Employee Health Benefits - Fire 5,118,771 (295,547) 4,823,224 Employee Health Benefits - Police 3,131,325 (103,686) 3,027,639 Employee Health Benefits - Citicare 10,381,958 65,000 10,446,958 Health Benefits Administration 141,760 (6,696) 135,064 Internal Service Fund Balances (cont . //,I �\ ---------------------------------------------------------------------------------------------------------------------------------------- 40 ----------------------------------------------------------------------------------------------------------------------------------------------- it Estimated Projected Beginning Fund Ending Fund Balance at Balance at 1wr 0 F 10/01/18 9/30/19 � General Liability $ 7,759,774 $ (600,733) $ 7,159,041 Workers' Compensation 5,281,835 70,901 5,352,736 Risk Management Administration 361,214 (177,365) 183,849 Other Employee Benefits 2,430,390 20,000 2,450,390 TOTAL $ 45,410,551 $ (5,416,883) $ 39,993,668 @� Projected Change in Internal Service Fund Balance ------------------------------------------------------------------------------------------------------------------------------------------- 4i ----------------------------------------------------------------------------------------------------------------------------------------------- • Estimated Beginning Balance 10/l/18 $45,410,551 -� Projected Changes $(5,416,883) • Projected Ending Balance 9/30/19 $39,993,668 • Target $27,984,878 o Risk&Health Benefits-Varies o All Other-3% • Fleet Future Replacement Restricted $3,921,245 • Total Target+ Restricted $31,906,123 Debt Service Funds Summary FY 2018 - 2019 --------------------------------------------------------------------------------------------------------- 0 -------------------------------------------------------------------------------------------------------- 4O�pUS CN�s r k i7h City - Wide ChartO eCnal 'Syew�ce t►��``?� �ay�9 6 M �`�S ��� N� d r. , 1 Ente��d5 Fv� Debt Service Fund Rev/ Exp ----------- ------------------------------------------------------------------------------------------------------------------------------- G ----------------------------------------------------------------------------------------------------------------------------------------------- i . . . Proposed Revenues Expenditures . . 2018 - 2019 2018 - 2019 Seawall Improvement Debt 1qj $ 2,862,244 $ 2,850,244 $ 12,000 Arena Facility Debt 3,474,000 3,439,000 35,000 Baseball Stadium Debt 0 0 0 General Obligation Debt 52,152,500 51,036,345 1,116,155 Water System Debt 23,986,092 23,894,293 91,799 Wastewater System Debt 21,755,060 21,684,260 70,800 Gas System Debt 1,401,057 1,401,057 0 Storm Water System 15,672,150 15,621,950 50,200 Debt Service Fund Rev/ Exp ( ---- 45 ----------------------------------------------------------------------------------------------------------------------------------------------- IM Proposed . . . Revenues Expenditures . . : : F Airport 2012A Debt 944,344 944,344 0 Airport 20126 Debt 366,481 366,481 0� Airport Debt 400,100 400,100 0 Airport Customer Facility Debt 482,775 482,775 0 Marina Debt 610,575 610,575 0 TOTAL $ 124,107,378 $ 122,731,424 $ 1,375,954 Ik14% 13% Debt Service Rev Debt Service Exp ■Debt Service - $124,107,378 P ■Debt Service- $122,731,424 86% All Funds - $904,187,978 87% All Funds - $929,084,949 60) Projected Change in Fund Balance -- -------------------------------------------------------------------------------------------------------------------- G ----------------------------------------------------------------------------------------------------------------------------------------------- Iff"M • Estimated Beginning Balance 10/1/18 $32,713,623 • Projected Changes $ 1,375,954 • Projected Ending Balance 9/30/19 $34,089,577 • Restricted for Debt $34,089,577 Outstanding General Obligation Debt --------- ------------------------------------------------------------------------------------------------------------------------------ 4 7 ----------------------------------------------------------------------------------------------------------------------------------------------- 560,000,000 $50,000,000 $40,000,000 $30,000,000 —�- $20,000,000 — - — $10,000,000 $04- , 1 m 2018 2020 2022 2024 2026 2028 2030 2032 2034 2036 2038 FYE 9/30 ■Principal Interest OutstandingUtility Revenue Debt -- = - ---------------------------------------------------------------------------------------------------------------------- 48 ----------------------------------------------------------------------------------------------------------------------------------------------- $8th 000,000 $70,000,000 $60,0M,000 — — — — — $50000,000 - $40,M0,000 - - - - - - - - - - - - - $30,000,000 — — — — $2i,000,000 $10,000,000 $0 2018 2020 2022 2024 2026 2028 2030 2032 2034 2036 2038 2040 2042 2044 FYE 9/30 ■Principal Interest @� Proposed Bond Issuances Fiscal Year 2019 -------------------------------------------------------------------------------------------------------------------------------------------- G ----------------------------------------------------------------------------------------------------------------------------------------------- • General Obligation Bonds related to Bond 2018 (if approved by the voters) • Utility Revenue Bonds 50 ----------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------ Q u est ions SC U NCpgpOpp5E0 AGENDA MEMORANDUM 1852 Public Hearing and Action Item for the City Council Meeting of August 14, 2018 DATE: July 23, 2018 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Chief of Police m ikema(a-)cctexas.com 361-886-2603 Public Hearing and Resolution approving the FY 2018-2019 Corpus Christi Crime Control and Prevention District budget CAPTION: Public Hearing and resolution approving the FY 2018-2019 budget for the Corpus Christi Crime Control and Prevention District. PURPOSE: Hold a public hearing and approve the Crime Control and Prevention District FY2018- 2019 budget. BACKGROUND AND FINDINGS: Provisions of the Local Government Code section 363.205 require that the governing body of the political subdivision that created the Crime Control and Prevention District shall hold a public hearing on the proposed annual budget to receive public comment and approve or reject the budget submitted by the Board of Directors of the Corpus Christi Crime Control and Prevention District. On November 4, 1997, the voters established the Crime Control and Prevention District for 5 years beginning April 1 , 1998. The voters renewed the District on November 6, 2002 for five years, on April 14, 2007 for ten years and on November 8, 2016 for ten years. This continues the 1/8t"-cent sales tax to fund the District and provide additional funds to enhance law enforcement efforts in the City of Corpus Christi. The Crime Control and Prevention District held a public hearing on June 20, 2018 and the Board adopted the budget on the same day. The budget must now be submitted to the City Council for approval. The City Council must hold a public hearing in accordance with notice and all other procedures required by law. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTALCLEARANCES: Finance FINANCIAL IMPACT: Project to Date Fiscal Year: 2018- Expenditures 2019 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $6,894,993 $6,894,993 BALANCE $6,894,993 $6,894,993 Fund(s): 9010 — Crime Control and Prevention District fund Comments: Revenues of$7,021,200 are budgeted to support the expenditures. RECOMMENDATION: Staff recommends approving the budget LIST OF SUPPORTING DOCUMENTS: Budget adopted by the Crime Control and Prevention District Board of Directors Resolution Approving the Crime Control and Prevention District Budget Presentation Resolution approving the FY 2018-2019 budget for the Corpus Christi Crime Control and Prevention District Whereas, the Crime Control and Prevention District Board held a public hearing on June 20, 2018 and the Board adopted FY 2018-2019 budget on the same day; Whereas, the City Council of the City of Corpus Christi held a public hearing on the budget adopted by the board on August 14, 2018; and Whereas, the notice of the Public hearing was published in a newspaper of general circulation in the district not later than 10 days before the hearing. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS SECTION 1. The fiscal year 2018-2019 budget for the Corpus Christi Crime Control and Prevention District is approved. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor 1 Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Everett Roy Lucy Rubio Greg Smith 2 C' rTOF CORPUS C" RISTJ, TEXAS Crime Control and Prevention District FY 2018-2019 Adopted Budget DISTRICT. Adopted: June 20, 2018 Crime Control & Prevention District FY 2016/2017 Actual Revenues & Expenditures FY 2017/2018 Year End Revenue & Expenditure Estimates FY 2018/2019 Proposed Budget Actuals Amended Estimated Adopted 2016/2017 2017-2018 2017-2018 2018/2019 Beginning Balance 4,884,816 3,622,623 3,622,623 4,149,802 Revenues Sales Tax 6,590,693 6,628,501 7,125,000 7,000,000 Interest on Investments 26,125 - 22,000 21,200 Net Inc./Dec. in FV of Investments (3,411) - 3,807 - Sale of Scrap/City Property 4,208 - - - Juvenile Drug Testing 1,160 - 8,000 - Total Current Revenues 6,618,775 6,628,501 7,158,807 7,021,200 Total Funds Available 11,503,591 10,251,124 10,781,430 11,171,002 Expenditures Police Officer Costs 6,287,522 6,525,081 6,480,303 6,694,993 Police Officer Trainee Intern - - - - Pawn Shop Detail 149,333 - - - Public Safety Vehicles & Equipment 790,178 120,866 120,866 125,000 Police Academy Costs - - - - Election Costs 13,539 - - - Juvenile Assessment Center 376,038 10,399 10,399 - Crime Prevention 194,863 15,382 15,382 - Juvenile City Marshals 69,495 4,678 4,678 - Reserve Appropriation - - - 200,000 Total Expenditures 7,880,968 6,676,405 6,631,628 7,019,993 Ending Balance 3,622,623 3,574,719 4,149,802 4,151,009 Surplus/(Deficit) (1,262,193) (47,904) 527,179 1,207 612412018 Pagel CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT POLICE OFFICER COSTS - 11711 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2016/2017 2017-2018 2017/2018 2018/2019 Salaries and Wages 3,609,663 3,569,923 3,569,923 3,560,535 Overtime 251,066 332,229 332,229 332,229 Other Pay 191,075 225,000 225,000 225,000 Retirement 1,117,243 1,208,905 1,208,906 1,301,625 Group Insurance Benefits 538,091 722,368 722,365 722,365 Other Employee Benefits 32,746 33,059 33,059 33,059 Chemical/Household Supplies - 300 300 300 Clothing 54,911 64,558 45,095 64,558 Fuel & Lubricants 94,640 65,000 65,000 125,000 Food and Food Supplies 570 1,000 904 1,000 Minor Tools & Equipment 121,551 73,065 55,000 100,000 Office Supplies - 1,200 1,200 1,200 Maintenance & Repairs - 300 300 300 Professional Services 4,698 2,500 2,195 2,500 Vehicle Repairs 7 300 300 300 Mileage Reimbursement - - (212) - Non-Capital Lease Payments - - 694 - Telephone/Telegraph Service 16,850 17,900 17,550 17,550 Memberships, licenses & dues 55 - - - Equipment Maintenance - 1,000 - 1,000 Police Supplemental Insurance 7,300 7,440 7,210 7,440 Police Vision Insurance 6,503 6,720 5,782 6,720 Sworn Employee - Dental 32,775 33,840 29,400 33,840 Travel - - (369) - Self Insurance Allocation 207,777 158,473 158,472 158,472 6,287,522 6,525,081 6,480,303 6,694,993 FTES: FY 2011/2012 - 50 Police Officers FY 2012/2013 - 50 Police Officers FY 2013/2014- 50 Police Officers FY 2014/2015 - 63 Police Officers FY 2015/2016 - 63 Police Officers FY 2016/2017 - 63 Police Officers FY 2017/2018 - 63 Police Officers FY 2018/2019 - 63 Police Officers * 2% pay increase as per Police contract 612012018 Page 2 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT POLICE OFFICER TRAINEE INTERN-11712 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2016/2017 2017-2018 2017/2018 2018/2019 Salaries & Wages - - - - Overtime - - - - Retirement - - - - Totals - - - - FY 2013/2014 - 5 Police Officer Trainee Interns FY 2014/2015 - 5 Police Officer Trainee Interns FY 2015/2016 - 5 Police Officer Trainee Interns FY 2016/2017 - 0 Police Officer Trainee Interns FY 2017/2018 - 0 Police Officer Trainee Interns FY 2018/2019 - 0 Police Officer Trainee Interns 612012018 Page 3 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT PAWN SHOP DETAIL-11713 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2016/2017 2017-2018 2017/2018 2018/2019 Salaries and Wages 68,254 - - - Overtime - - - - Other Pay 551 - - - Retirement 18,504 - - - Group Insurance Benefits 21,010 - - - Other Employee Benefits 2,079 - - - Minor Tools & Equipment 3,926 - - - Computer equipment and software 295 - - - Minor Office Equipment 915 - - - Office Supplies 919 - - - Professional services 21,758 - - - Non-Capital Lease Payments 1,048 - - - Travel 1,035 - - - Self Insurance Allocation 9,038 - - - Totals 149,333 - - - FTES: FY 2011/2012 -4 ftes FY 2012/2013 -4 ftes FY 2013/2014 -4 ftes FY 2014/2015 - 4 ftes FY 2015/2016 - 4 ftes FY 2016/2017 - 4 ftes FY 2017/2018 - 0 ftes FY 2018/2019 - 0 ftes 612012018 Page 4 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT PUBLIC SAFETY VEHICLES& EQUIPMENT - 11717 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2016/2017 2017-2018 2017/2018 2018/2019 Minor Tools & Equipment 433,672 217,170 5,256 - Computer Equipment and software 14,373 - - - Professional Services 1,200 - - - Interdepartmental - services 16,826 15,610 15,610 - Vehicles & Machinery 269,198 345,092 100,000 125,000 Improvements Other than Building 236,837 275,463 - - Other Equipment 77,551 86,000 - - Totals 1,049,656 939,335 120,866 125,000 FY 2014/2015 - 5 replacement vehicles FY 2014/2015 - 4 additional vehicles FY 2015/2016 - 6 replacement vehicles FY 2016/2017 - 4 replacement vehicles FY 2017/2018 - 0 replacement vehicles FY 2018/2019 - 4 replacement vehicles 612012018 Page 5 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT POLICE ACADEMY COSTS - 11718 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2016/2017 2017-2018 2017/2018 2018/2019 Salaries &Wages 113,457 - - - Overtime 188 - - - Retirement 29,196 - - - Totals 142,841 - - - Police Officer Trainees FY 2013/2014 - 5 Police Officer Trainees FY 2014/2015 - 5 Police Officer Trainees FY 2015/2016 - 5 Police Officer Trainees FY 2016/2017 - 0 Police Officer Trainees FY 2017/2018 - 0 Police Officer Trainees FY 2018/2019 - 0 Police Officer Trainees 612012018 Page 6 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT ELECTION COSTS - 49001 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2016/2017 2017-2018 2017/2018 2018/2019 Professional Services 9,387 - - - Printing advertising and PR 4,153 Totals 13,539 - - - 612012018 Page 7 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT JUVENILE ASSESSMENT CENTER-49002 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2016/2017 2017-2018 2017/2018 2018/2019 Salaries and Wages 241,577 - - - Overtime 603 - - - Other Pay 1,267 - - - Retirement 57,515 - - - Group Insurance Benefits 21,899 - - - Other Employee Benefits 3,480 - - - Books & Periodicals 34,975 - - - Food & Food Supplies - - - - Minor Tools & Equipment - - - - Minor Office Equipment 409 - - - Office Supplies 3,219 223 223 - Maintenance & Repairs - - - - Maintenance Supplies - - - - Professional Services 10,248 - - - Postage & Express Charges - - - - Rentals 52,322 10,176 10,176 - Mileage Reimbursement 3,122 - - - Non-Capital Lease Payments 361 - - - Telephone/Telegraph Service 9,915 - 4,982 - Building Maintenance & Service - - - - Memberships, Licenses & Dues 135 - - - Training - Supervisory - - - - Training - General - - - - Printing Advertising & PR 373 - - - Printing Outside Print Shops 1,796 - - - Travel 1,509 - - - Self Insurance Allocation 15,457 - - - Totals 460,184 10,399 15,382 - FTES: FY 2011/2012 - 6.6 ftes FY 2012/2013 - 6.6 ftes FY 2013/2014- 6.6 ftes FY 2014/2015 - 6.6 ftes FY 2015/2016 - 6.6 ftes FY 2016/2017 - 6.6 ftes FY 2017/2018 - 0 ftes FY 2018/2019 - 0 ftes 612012098 Page 8 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT CRIME PREVENTION - 49008 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2016/2017 2017-2018 2017/2018 2018/2019 Salaries & Wages 104,671 - - - Overtime - - - - Retirement 26,815 - - - Group Insurance Benefits 8,904 - - - Other Employee Benefits 1,584 - - - Food and Food Supplies 84 - - - Minor tools & Equipment - - - - Minor Office Equipment 1,767 1,925 1,925 - Office Supplies 1,172 - - - Maintenance & Repairs 54 - - - Professional services 8 - - - Postage & Express Charges - - - - Non-Capital Lease Payments 1,144 - - - Telephone/telegraph service - - - - Membership, Licenses, & Dues - - - - Training - General - - - - Printing Advertising & PR 8,581 13,456 13,456 - Printing Outside Print Shops 1,049 - - - Travel 5,611 - - - Self Insurance Allocation 7,056 - - - Totals 168,500 15,382 15,382 - FTES: FY 2013/2014 - 3 ftes FY 2014/2015 - 3 ftes FY 2015/2016 - 3 ftes FY 2016/2017 - 3 ftes FY 2017/2018 - 0 ftes FY 2018/2019 - 0 ftes 612012018 Page 9 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT JUVENILE CITY MARSHALS - 49010 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2016/2017 2017-2018 2017/2018 2018/2019 Other Employee Benefits 1,584 - - - Professional Services 49,490 4,678 4,678 - Self Insurance Allocation 7,056 - - - Totals 58,130 4,678 4,678 - FTES: FY 2011/2012 - 3 ftes FY 2012/2013 - 3 ftes FY 2013/2014 - 3 ftes FY 2014/2015 - 1 fte FY 2015/2016 - 1 fte FY 2016/2017 - 1 fte FY 2017/2018 - 0 fte FY 2018/2019 - 0 fte 612012098 Page 10 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT RESERVE APPROPRIATION - 80000 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2016/2017 2017-2018 201712018 2018/2019 Reserve Appropriation - - - 200,000 Totals - - - 200,000 Page 11 Jj R I � 'O DISTRICT., 11 � Corpus Christi Crime Control and Prevention District FY2019 Proposed Budget _i Council Presentation 08.14.2018 Crime Control & Prevention District yam;= , FY 2019 Proposed Budget os... . ils • Continued focus on Core Program — 63 Police Officers • No reductions in programs or personnel Crime Control & Prevention District FY 2019 Proposed Budget • Assignment of 63 Police Officers — 8 Directed Patrol Officers — 10 Gang Unit (JET) Officers — 3 Moped Officers — 2 Traffic Safety Officers — 1 Narcotics Officer (with a drug dog) — 1 Crime Stoppers Officer — 36 Patrol Officers (enhance patrol response) — 2 Patrol Lieutenants Crime Control & Prevention District 4 , FY 2019 Proposed Budget `_ 071-, • Tota I Expenditures $7,019,993 • Total Revenues $7,021,200 • Ending fund balance $4, 151,009 m Crime Control & Prevention District FY 2019 Proposed Budget June 20 — CCCCPD public hearing & budget adoption August 14 - City Council Public Hearing and Adoption of the Resolution for CCCPD Budget Crime Control & Prevention District FY 2019 Proposed Budgets QUESTIONS mus c� �o a o AGENDA MEMORANDUM NCORPORPE 1852 Public Hearing and First Reading for the City Council Meeting of August 14, 2018 Second Reading for the City Council Meeting of August 21, 2018 DATE: July 18, 2018 TO: Keith Selman, Interim City Manager FROM: Nina Nixon-Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Rezoning property at or near 2407 Mary Street CAPTION: Case No. 0718-01 Siempre Mas: Ordinance rezoning property at or near 2407 Mary Street from "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District. PURPOSE: The purpose of this item is to allow for the construction of two additional duplexes totaling six units on-site. RECOMMENDATION: Planning Commission and Staff Recommendation (July 11, 2018): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District. Vote Results: For: 6 Opposed: 0 Absent: 3 Abstained: 0 ALTERNATIVES: 1 . Deny the request. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for medium density residential uses. The proposed rezoning to the "RM-1" Multifamily 1 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 DEPARTMENTALCLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0718-01 Siempre Mas: Ordinance rezoning property at or near 2407 Mary Street from "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District; and amending Comprehensive Plan WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Siempre Mas ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, July 11, 2018, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "RS-6" Single- Family 6 District to the "RM-1" Multifamily 1 District and on Tuesday, August 14, 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 Siempre Mas ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a property described Lots 7-10, Block 11, Patrick Webb, located on the north side of Mary Street, east of South Port Avenue, and west of 19th Street (the "Property"), from "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District (Zoning Map No. 047043), as shown in Exhibit "A", which is a map of the Property, is attached to and incorporated in this ordinance by reference as if fully set out herein in its entirety. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 , and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. 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 C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@6431A39F\@BCL@6431A39F.docx Page 2 of 3 -AGNES ST r>_ CG-2 MrARGUER• ST ft i az 1 3�sa +s x 259 eat 2e n �o 4a n 2 SUBJECT MARY St PROPERTY 20 m 0 8 23 13 30 18 28 ¢ 1 •211 12 T f7 14 4814 22 to MORRIS ST c !O N N COLEMAN AVE d Dare craatatl:6152018 8 I Pryr'rtn 81'=,NrgdyM rima DePanRremof Deydopllleill ServyeeS CASE. 0718-01 �x<NNE ZONING & NOTICE AREA RM-1 Mulill8mlly 1 IL Light Industrial RM-2 Multifamily 2 IN Heavy Industrial RM-3 Multlfamlry S PVD Planned Urk Dev.Overlay ON ProfesslonalOHlce RS-10 to RM-AT MURlfam lly AT R54 Si"i-£emlly B SUBJECT CN-1 Neighborhood Commercial R64,5 Single-Famuya.5 PROPERTY CN-2 Neighborhood Cammembi RS-TF Tm-Famlly, CR-i Resort Commeri:lal RS-IS Single-Famlly 13 CR-2 Rased Commercial RE Residential Estate Curyus chdV CG4 General Commemlal HS-TH Townhouse CG-2 General commemlal SP special .,.it g CI InMnalve Commercial RV Recreational Vehitle Park CRD RCrpa ommercial RRIN nuraatumd Name w,l� CR-2 Resorteson Commercial FR Farm Rural HHistoric Overlay BP Business Park ❑® �'a zuvv`0'k" Q rear: e City of 4 cw eswa m2ov Med on xr 0-1. LOCATION ` Corpus afmmedar.,Kdaipnok: ,no;,00,n Ma Christi C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@6431A39F\@BCL@6431A39F.docx Page 3 of 3 PLANNING COMMISSION FINAL REPORT Case No. 0718-01 INFOR No. 18ZN1009 Planning Commission Hearing Date: July 11, 2018 = Owner: Siempre Mas mM � Applicant: James M. Jones — 'L Location Address: 2407 Mary Street Qm Legal Description: Lots 7-10, Block 11, Patrick Webb, located on the north o side of Mary Street, east of South Port Avenue, and west of 19th Street. From: "RS-6" Single-Family 6 District a a To: "RM-1" Multifamily 1 District 'Es Area: 0.344 acres N �' Purpose of Request: To allow for the construction of two additional duplexes totaling six units on-site. Existing Zoning District Existing Land Use Future Land Use Site "RS-6" Single-Family 6 Low Density Medium Density Residential Residential North "RS-6" Single-Family 6 Low Density Medium Density C and "RM-3" Multifamily 3 Residential Residential N "RS-6" Single-Family 6 Low Density Medium Density _ C South and "RM-3" Multifamily 3 Residential Residential "RS-6" Single-Family 6 Low Density Medium Density LU East and "RM-3" Multifamily 3 Residential Residential West "RS-6" Single-Family 6 Low and Medium Medium and High and "RM-3" Multifamily 3 Density Residential Density Residential Area Development Plan: The subject property is located within the boundaries °a v, of the Westside Area Development Plan and is planned for medium density M o residential uses. The proposed rezoning to the "RM-1" Multifamily 1 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.: 047043 Zoning Violations: None o Transportation and Circulation: The subject property has approximately 105 feet of street frontage along Mary Street which is designated as a o Local/Residential Street, approximately 152 feet of street frontage along 21St Street which is designated as a Local/Residential Street, and approximately = 152 feet of street frontage along 22nd Street which is designated as a Local/Residential Street. Staff Report Page 2 Urban Proposed Existing Traffic Street Transportation Section Section Volume � Plan Type C550' ROW 50' ROW d Mary Street Local/ResidentialN/A 28' paved 28' paved 50' ROW 60' ROW 21s' Street Local/ResidentialN/A 28' paved 28' paved 22nd Street Local/Residential 50' ROW 60' ROW N/A 28' paved 28' paved Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS-6" Single-Family 6 to the "RM-1" Multifamily 1 District to allow for the construction of two additional duplexes totaling six units on-site. Development Plan: The subject property is 0.344 acres in size. The owner is proposing adding two additional duplexes to the site. Currently, there is an existing duplex that has been recently renovated. One of the proposed duplexes will face 21 st Street to the east the other duplex will be facing the rear property and 22nd Street. Existing Land Uses & Zoning: The subject property is currently zoned "RS-6" single- Family 6 District and consists of an existing duplex. The subject property was zoned "RM-3" Multifamily 3 District in 1947 and was rezoned to "RS-6" Single-Family 6 District in 1980. To the north, south, and east are vacant properties, single-family, and multifamily residences (Patrick Webb Subdivision, Platted 1909) and are zoned "RS-6" Single-Family 6 District and "RM-3" Multifamily 3 District. To the west are vacant properties, single-family, and multifamily residences (Steele Subdivision platted in 1913 and Summit Addition platted in 1925) and zoned "RS-6" Single-Family 6 District and "RM-3" Multifamily 3 District. Across 22nd Street to the west is an existing multifamily complex consisting of 6 duplexes. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is platted. PlanCC & Area Development Plan Consistency: The subject property is located within the boundaries of the Westside Area Development Plan (ADP). The proposed rezoning to the "RM-1" Multifamily 1 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: • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, Staff Report Page 3 and characteristics of each use. (Future Land Use, Zoning, and Urban Design Policy Statement 1) • Promote the stabilization, revitalization and redevelopment of older neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 1) • Encourage the protection and enhancement of residential neighborhoods. (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) 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 subject property is located within an older neighborhood and had originally several small homes located upon it until demolition in the early 1990s. The majority of the homes in the neighborhood were built between 1940 and 1970 with a median of 1960 according to the U.S. Census Bureau. There are still existing multifamily uses on Mary Street including a complex of 6 duplexes across 22nd Street form the subject property. • The subject property was originally zoned "A-2" Apartment House District (RM-3) under the former zoning ordinance and was changed to "R-1 B" One-Family Dwelling District (RS-6) in 1980 due to the neighborhood wishing to reduce the amount of fees incurred by the then pavement assessment/street user fee. Planning Commission and Staff Recommendation (July 11, 2018): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District. Vote Results: For: 6 Opposed: 0 Absent: 3 Abstained: 0 Number of Notices Mailed — 32 within 200-foot notification area = 5 outside notification area 0 M As of July 6, 2018: In Favor — 0 inside notification area o — 0 outside notification area Z In Opposition — 1 inside notification area a — 0 outside notification area Totaling 4.94% of the land within the 200-foot notification area in opposition. Staff Report Page 4 Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\0718-01 Siempre Mas\PC Documents\Staff Report_0718-01 Siempre Mas.docx Staff Report Page 5 A IVES ST a ...Seib MrARGUER EST rn a 3x31 15 26 (}S O y 6 132 :i 10�191f N 245,— — MARY ST — SUBJECT PROPERTY z 20 29 0 8 23 -S 28 13 30 18 5 2i 112 7 17 14 ,614— MORRIS 4,614MORRIS ST H ZM N p J T- z [O N ` N �y r H COLEMAN AVE rr a _ Date Created 6Ji4/2018 0 00 Prepared By..JernmyM CASE: � F�eG DepaRmem of Deveiapment Services CA V a.r 0718-01 ZONING & NOTICE AREA f� r RM-1 Multifamily 1 IL Light Industrial RM-2 Multifamily 2 iH Heavy Industrial RM-3 Multifamily 3 PUO Planned Unit Dev.Overlay ONProfessional Office R5-10 Single-FamEty 10 RM-A7 Multifamily AT RS-' Single-Fatuity 6 SUBJECT CN-1 Neighborhood Commercial RS-4.5 Single-Famlly4.5 PROPERTY CN-2 Neighborhood Commercial RS-TF TNo-Family CR-1 Resort Commercial RS-15 Single-Family 15 cN� CR-2 ResortCommercial RE Residential Estate Corpus Christi Day cG-1 General Commercial RS-TH Townhouse CG-2 General CommercialSp Special Permit ,11eRGFN Cl Incenelve Commercial RV Rocreatianal Vehlclo Park CBD Downtown Commercial RMH Manufactured Home RCo CR-3 Resort Commercial w\- FR Farm Rural `cP H Historic Overlay 1! m SP Rust ness Park ® sereerwwerty owners ny `� City of wnn 200'nurkr O in favor ,�oRaF imC wner: OI'p115 4owm2aorlerco'- owaera LOCATION MAP Christ9 etre eked ownership tNe X in opA—b— Staff Report Page 6 Persons with disabilities planning to attend this meeting, who may require special services, are requEtted to contact the Development Services Department at least 48 hours in advance at(361)826-3240. Personas con,.capacidades, aue tienen la intencidn de asistlr a esta Juntay oue reouleren servicios especiales, se les sudica oue .len aviso 48 horas antes de la junta Ilamando at departamento de servicios de desarroW.at numero(3611826-3240_ H you wish to address the Commission during the meeting and your English Is limited. please call the Development Services Department at(361) 825-3240 at least 48 hours In advance to request an interpreter be present during the meeting. SLusted desea dirigirse a_Ie commissign 9urante la iunta-y_su ingl6s es limitado, favor de Ilamar al departamento de servicios de desarrollo at n6mero(361)826-3240 al mens 48 horas antes de la junta para solicltar sin int&rprete ser pre9ente durante la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0798-09 Siernpre Mas has petitioned the City of Corpus Christi to consider a change of zoning from the "RS-6" Single-Family 6 District to the "RM-1" Multifamily 1 District, resulting in a change to the Future Land Use Mop. The property to be rezoned is described as: 2407 Mary Street and Lots 7 thru 10, Block 11, Patrick Webb, located on the north side of Mary Street, east South Port Avenue, and west of 19°1' Street. The Planning Commission may recommend to City Council approval or denial,or approval of an intermediate zoning classifrcation and/or Special Permit. Approval of a change of zoning, if inconsistent with the Cily's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, July 11, 2018, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361)826-3240. TO BE ON RECORD,THIS FORM MUST BE FILLED OUT.SIGNED BY THE CURRENT PROPERTY O',NNER(S)AND CtWLED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. 0- BOX 9277, CORPUS CHRISTI. TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NINE. to&G&4Adanue wiUi We Plai n6iy Comridsaivn By-Lawb, nv visUueniVn sladil Lm livid Vy a inurnlmi up innintrvin 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. � r Printed Name: Address: 2122 / -I� 'y S City/StatetT;C`r�r'S/7 7-e ( ) IN FAVOR (y4IN OPPOSITION Phone: 170"/ REASON: -3j( �� � y rf,t,� .W' �p oc,,' w.� S 44 4e", /,fa,t/�/� r��'o fy�� D� �4l9 v1avJ a-,v f{ i.h, So fess 1,1� -/ -� Signature SEE MAP ON REVERSE SIDE Case No.0718-01 INFOR Case No.: 18ZN1012 Project Manager:Andrew Dimas Property Owner ID.8 Emat:arldreA02Ccctexas com Il I • I 1 Zoning Case #0718-01 Siempre Mas Rezoning for a Property at 2407 Mary Street City Council Presentation August 14, 2018 Subject Property at 2407 Mary Street It E N Vicinity Map E ce 1-1 ccy N v� rune_ '� (c)CZpenSireetMap ani contributors, �'ffi Cr��tive Commons-Shale Alike Llaense(CC-SY-SA) „� 2 r Aerial Overview - Marguerite Street ; I ..:::�:• -- Huy Street +, a SUBJECT PROPERTY � .. ,• � � L L - - Maorris Stree Zoning Pattern o r 0 00 O ° O O � SUBJECT � m � • PROPE ° o • a �. u ll ° O � ���00 0 e ° oco �0 1 G3 doP� o ° ONE Iu od G�I • 'C�� �1 t'"' % -= Staff Recommendation Approval of the change of zoning from the "RS-6" Single-Family District to the "RM-1 " Multifamily District . D Requirements U C A NES Si L ' -.�I J � Buffer Yards: RM-1 to RS-6: Type A: 5 pts. E E Setbacks: Street: 20 feet Street (Corner): 15 feet Rear: 2:1 Setback (height) PROPERTYParking: 1 BR— 1.5 spaces/unit 2 BR—2 spaces/unit 1 space/ 5 units—Visitors Landscaping, Screening, and Lighting Standards Uses Allowed: Single-Family Homes, Duplexes,Apartments, and Day Care .:_ Uses. fW Public Notification � "72 32 Notices mailed inside 200' buffer AGNESsr 5 Notices mailed outside 200' buffer MARGUERE ST Notification Area n a g n z $ e Ids � a6 11-0`mss 1f Opposed: 1 (4.94%) -MARY ST sverecr�� g PROPERTY r 1f 1� L.1691 J E ]] ~ ST In Favor: 0 W a s _ N .-- COLEMAN AVE - 7 se O AGENDA MEMORANDUM NCORPORPSE 1852 Public Hearing and First Reading for the City Council Meeting of August 14, 2018 Second Reading for the City Council Meeting of August 21, 2018 DATE: July 18, 2018 TO: Keith Selman, Interim City Manager FROM: Nina Nixon-Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Rezoning property at or near 4502 Corona Drive CAPTION: Case No. 0718-02 Augusta Embassy House, LLC: Ordinance rezoning property at or near 4502 Corona Drive from "RS-TF" Two-Family District to the "RM-3" Multifamily 3 District; amending Comprehensive Plan. PURPOSE: The purpose of this item is to allow for the consistency of zoning classifications. RECOMMENDATION: Planning Commission and Staff Recommendation (July 11, 2018): Approval of the change of zoning from the "RS-TF" Two-Family District to the "RM-3" Multifamily 3 District. Vote Results: For: 6 Opposed: 0 Absent: 3 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 and is planned for high density residential uses. The proposed rezoning to the "RM-3" Multifamily 3 District is consistent with the adopted Comprehensive Plan (Plan CC). EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTALCLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0718-02 Augusta Embassy House, LLC.: Ordinance rezoning property at or near 4502 Corona Drive from "RS- TF" Two-Family District to the "RM-3" Multifamily 3 District; and amending Comprehensive Plan WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Augusta Embassy House, LLC. ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, July 11, 2018, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "RS-TF" Two- Family District to the "RM-3" Multifamily 3 District and on Tuesday, August 14, 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 Augusta Embassy House, LLC. ("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 4.96 acres out of Lot 1A, Block 3, Marks Tract, located on the south side of Corona Drive, east of Flynn Parkway, and west of Everhart Road (the "Property"), from "RS-TF" Two-Family District to the "RM-3" Multifamily 3 District (Zoning Map No. 044036), as shown in Exhibits "A" and "B". Exhibit A, 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. C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@942FC219\@BCL@942FC219.docx Page 2 of 6 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 C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@942FC219\@BCL@942FC219.docx Page 3 of 6 Job No.5002 June 7,2018 STATE OF TEXAS COUNTY OF NUECES FIELDNOTES FOR A 4.96 ACRE TRACT,BEING OUT OF LOT IA,BLOCK 3, MARKS TRACT,A MAP OF WHICH IS RECORDED IN VOLUME 43,PAGE 185,MAP RECORDS OF NUECES COUNTY,TEXAS. COMMENCING AT A 518 INCH IRON ROD FOUND ON THE SOUTHWEST BOUNDARY LINE OF CORONA DRIVE,A PUBLIC ROADWAY,FOR THE NORTH CORNER OF LOT 1 B,BLOCK 3, SAID MARKS TRACT,FOR THE EAST CORNER OF SAID LOT 1 A; THENCE SOUTH 29001'00 WEST,ALONG THE COMMON BOUNDARY LINE OF SAID LOT I AND LOT 1B,A DISTANCE OF 226.10 FEET,TO THE POINT OF BEGINNG, FOR THE EAST CORNER OF THIS TRACT; THENCE SOUTH 2901'00 WEST,CONTINUING ALONG THE COMMON BOUNDARY LINE OF SAID LOT IA AND LOT IB,A DISTANCE OF 100.00 FEET,TO A DRILL HOLE FOUND, FOR THE WEST CORNER OF SAID LOT 18,AND FOR AN INTERIOR CORNER OF THIS TRACT; THENCE SOUTH 60042'38"EAST,CONTINUING ALONG THE COMMON BOUNDARY LINE OF SAID LOT IA AND LOT 1B,A DISTANCE OF 300.12 FEET TO A 518 INCH IRON ROD FOUND,ON THE NORTWEST BOUNDARY LINE OF LOT 25D, BLOCK D.LEVEK TRACT,A MAP OF WHICH IS RECORDED IN VOLUME 44, PAGES 15 AND 16,MAP RECORDS OF NUECES COUNTY TEXAS,FOR THE SOUTH CORNER OF SAID LOT 1 B AND AN EXTERIOR CORNER OF THIS TRACT; THENCE SOUTH 28057'57" WEST,ALONG THE COMMON BOUNDARY LINE OF SAID I.OT 1 A AND LOT 25D,A DISTANCE OF 200.35 FEET TO A 518 INCH IRON ROD FOUND ON THE NORTHEAST BOUNDARY LINE OF STONEGATE NORTH UNIT 3,A MAP OF WHICH IS RECORDED IN VOLUME 38,PAGES 166 AND 167, MAP RECORDS OF NUECES COUNTY,TEXAS, FOR THE WEST CORNER OF SAID IAT 25D AND THE SOUTH CORNER OF THIS TRACT; THENCE NORTH 60°59'00"WEST,ALONG THE COMMON BOUNDARY LINE OF SAID LOT I A,SAID STONEGATE NORTH UNIT 3 AND STONEGATE NORTH UNIT 2,A MAP OF WHICH IS RECORDED IN VOLUME 34,PAGE 106,MAP RECORDS OF NUECES COUNTY,TEXAS,A DISTANCE OF 816.16 FEET,TO A 518 INCH IRON ROD FOUND, FOR THE SOUTH CORNER OF LOT 2, BLOCK 3,MARKS TRACT,A MAP OF WHICH IS RECORDED IN VOLUME 46,PAGES 79 AND 80, MAP RECORDS NUECES COUNTY,TEXAS, FOR THE WEST CORNER OF THIS TRACT: C:\Users\legistar\AppData\Local\Temp\BCL Tech no logies\easy PDF 8\@BCL@942FC219\@BCL@942FC219.docx Page 4 of 6 THENCE NORTH 28059'56"EAST,ALONG THE COMMON BOUNDARY LINE OF SAID LOT 2,BLOCK 3 AND LOT IA,A DISTANCE OF 301.80 FEET,TO A POINT ON SAID COMMON BOUNDARY LINE,FOR THE NORTH CORNER OF THIS TRACT; THENCE SOUTH 60059'00"EAST,OVER AND ACROSS SAID LOT IA,A DISTANCE OF 515.93 FEET,TO THE POINT OF BEGINNG. BEARINGS BASED ON THE SOUTHWEST BOUNDARY OF LOT IA, BLOCK 3, MARK'S TRACT,AS MONUMENTED ON THE GROUND AND SHOWN AS NORTH 60059'00" WEST ON THE RECORDED MAP OF LOT IA, BLOCK 3,MARK'S TRACT,A MAP OF WHICH IS RECORDED IN VOLUME 43,PAGE 185,MAP RECORDS OF NUECES COUNTY,TEXAS. UNLESS THIS FIELDNOTES DESCRIPTION,INCLUDING PREAMBLE,SEAL AND SIGNATURE,APPEARS IN ITS ENTIRETY,IN ITS ORIGINAL FORM,SURVEYOR ASSUMES NO RESPONSIBILITY FOR ITS ACCURACY. Mustang Engineering and Surveying OF rF� .Urban,R.P.L.S. DAN.,LEE,URBAN License No.4710 .09 4710 :�. � �ffS510�P`'P SUM yp C:\Users\legistar\AppData\Local\Temp\BCL Tech no logies\easy PDF 8\@BCL@942FC219\@BCL@942FC219.docx Page 5 of 6 Lot 2, Block 3 Marks Tract Vol. 46, Pages 79-80, Map Records of Nueces County, Texas 10, U.E. ` I N29172.00-E (PLAT) 2r B.L. \ N28'59-56-E 301.80' (MEAS) I� OI a oiB' G - - -T1 - - - I l I 14 � I II I � I OD I t— I r/ 0 N l R <y I vCL o O I 0 l 4.96 Acres L n o C -a„m ° l (216,062.93 Sq. Ft.) t° �o n ? o X J l l c 8 o:3 o� O o Lot 1A, Block 3 ~ Marks Tract j o = l Vol. 43, Pogo 185, Map N c Records of Nueces County, Texas E a r C i (A i' EE .. N I cs 4710. �. l rn$ O➢�ffS510+ 0_ U RNIPoint y� °6,1of Commencement Beginning r /Y J ° l l 7wrd C.7i rile S29'01'OWW ' s29'01,D�"W A 100,00' 7zl l ym, I � Ill z� ° I o 10' u.E1 I l Lot 18, Block 3 Marks Tract a, I l Va. 43, Page 185, Map n° c i �S r I ` Records of Nueces County, Texas � o I I I��' ;�.4 I I l Bearings based on the southwest boundary of Lot 1A, w I I l S Block 3, Mork's Tract, as monumented on the ground x v I l g and shown as North 80'59'00' West on the recorded m 0 I map of Lot 1A, Block 3, Mork's Tract, a map of which Is recorded In Volume 43, Page 185. Map Records of V5 u'E'I Nueces County, Texas- - Fieldnotes Por s 4.96 Ace Tract,being out of I ot I A,Block 5 S'U,E.I v 3,Marks Trail a map of which is rocorded in Volume 43. I l 25' o E. a �.t. Page 185,Map Records of Nueces County,Texas. � S28'57'5w 200.35' (MEAS) 529.00—w 20000 cin—— Mustang Engineering and Surveying; Lot 25D, Block D. Levsk Tract Vol. 44. Pages 15-16, MAN.C.T. 304EAMwh,xAwe Pcxr Aranw Tay 18113 OR 361-331-3936 rsi.mua0Z-&Y%h00.cm SCAL.F P- 100' Fax Rryxruion Nu 1079"15 JOB NO.S002 C:\Users\legistar\AppData\Local\Temp\BCL Tech no logies\easy PDF 8\@BCL@942FC219\@BCL@942FC219.docx Page 6 of 6 PLANNING COMMISSION FINAL REPORT Case No. 0718-02 INFOR No. 18ZN1013 Planning Commission Hearing Date: July 11, 2018 c Owner: Augusta Embassy House, LLC. a a 0 Applicant: Saldana Consulting ,L Za Location Address: 4502 Corona Drive a 5 Legal Description: Being 4.96 acres out of Lot 1A, Block 3, Marks Tract, Q°a located on the south side of Corona Drive, east of Flynn Parkway, and west of Everhart Road. From. "RS-TF" Two-Family District ._ To: "RM-3" Multifamily 3 District io Area: 4.96 acres Purpose of Request: To allow for the consistency of zoning classifications. Existing Zoning District Existing Land Use Future Land Use Site "RS-TF" Two-Family Medium Density High Density Residential Residential Medium Density High Density North "RM-3" Multifamily 3 _ N Residential Residential c = ° Low Density Medium Density C South "RS-6" Single-Family 6 Residential Residential c }, J T "CG-2" General LU East Commercial Professional Office Commercial West "RS-TF/SP" Two-Family Professional Office Commercial with a Special Permit 06 Area Development Plan: The subject property is located within the boundaries a c of the Southside Area Development Plan and is planned for high density M ° residential uses. The proposed rezoning to the "RM-3" Multifamily 3 District is a o T consistent with the adopted Comprehensive Plan (Plan CC). a Map No.: 044036 Zoning Violations: None o Transportation and Circulation: The subject property and associated apartment complex (Embassy House Apartments) has approximately 519 feet 0 of street frontage along Corona Drive which is designated as a "C3" Primary Collector Street. According to the Urban Transportation Plan, "C3" Primary = Collector Streets can convey a capacity between 4,000 to 8,500 Average Daily ca Trips (ADT). Staff Report Page 2 Urban Proposed Existing Traffic Street Transportation � O Plan Type Section Section Volume Corona "C3" Primary 75' ROW 60' ROW 6,552 ADT Drive Collector Street 50' paved 35' paved (2015) Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS-TF" Two-Family District to the "RM-3" Multifamily 3 District for the consistency of zoning classifications. Development Plan: The subject property is 4.96 acres in size. The complex currently has an "RM-3" Multifamily 3 District designation on the front half of the property and an "RS-TF" Two-Family District designation on the rear half. The existing "RS-TF" District does not allow multifamily apartment uses. Therefore, the existing apartments are nonconforming which has created issues with mortgage companies. There are no plans to build any additional units to the existing apartment complex. Existing Land Uses & Zoning: The subject property is currently zoned "RS-TF" Two- Family District and consists of an existing apartment complex (Embassy House Apartments). The Embassy House Apartment complex was built in 1980 and is comprised of 176 apartment units within 29 two story buildings. The subject property was zoned "R-2" Multiple Dwelling ("RS-TF" Two-Family) District as defined by the former Corpus Christi Zoning Ordinance in 1972. The former Zoning Ordinance allowed up to 10 dwelling units per acre by-right in the "R-2" Multiple Dwelling District. To the north is the other portion of the apartment complex already zoned "RM-3" Multifamily 3 District. Additionally, there are several properties zoned "CG-2" General Commercial across Corona Drive and consist of retail, office, and restaurant uses. To the south are single-family residences (Stonegate North #2 Subdivision) zoned "RS-6" Single-Family 6 District. The single-family homes were built in the early 1970s. To the east are properties zoned "CG-2" General Commercial and consists of the YWCA and a business park (Plaza Business Park II & III). To the west is a large professional office building (4444 Corona Building) zoned in 1979 as "RM-3/SP" Multifamily 3 District with a Special Permit and "RS-TF" Two-Family District with a Special Permit. The Special Permit (Ordinance # 015052) allowed for the professional office building to be constructed. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is platted. PlanCC & Area Development Plan Consistency: The subject property is located within the boundaries of the Southside Area Development Plan (ADP). The proposed rezoning to the "RM-3" Multifamily 3 District is consistent with the adopted Comprehensive Plan (Plan CC) and 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) Department Comments: • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC). • 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 subject property was zoned "R-2" Multiple Dwelling ("RS-TF" Two-Family) District as defined by the former Corpus Christi Zoning Ordinance in 1972. The former Zoning Ordinance allowed up to 10 dwelling units per acre by-right in the "R- 2" Multiple Dwelling District. There are no plans to build any additional units to the existing apartment complex. • The existing apartments closest to the single-family residences are in compliance with required 2:1 setback requirement. • Due to the adjacency to properties zoned "RS-6" Single-Family 6 District, a Type A buffer yard will be required along the southern property line. Type A buffer yards consist of a 5 point requirement as per the Unified Development Code (UDC). There is currently an adequate solid screening fence along the rear property line. Planning Commission and Staff Recommendation (July 11, 2018): Approval of the change of zoning from the "RS-TF" Two-Family District to the "RM-3" Multifamily 3 District. Vote Results: For: 6 Opposed: 0 Absent: 3 Abstained: 0 Number of Notices Mailed — 34 within 200-foot notification area = 5 outside notification area 0 M As of July 6, 2018: In Favor — 0 inside notification area o — 0 outside notification area Z In Opposition — 0 inside notification area n — 0 outside notification area Totaling 0.00% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\0718-02 Augusta Embassy House,LLC\PC Documents\Staff Report_0718-02 Augusta Embassy House,LLC.docx Staff Report Page 4 CG-2 q� RM-3 hyo SP179-12 �f C�QOM/ OR RS-TF RM-3 SP179.12 5 34 CG-2 SUBJECT 18 i/i/iiiii/ CG 2 28 PROPERTY o� 21 24 e 4 — o�" 13 3 16 a 1 22 Z� ? 30 12 8 27 9 20 25 6 7 P9 Q M 14 23 ?0 � RS-B 3i 1726 32 Qr 19 if COtro ��7 33 o�,FoR® OR ���► F wQY Dafe Created: 1/2018 So Preyed ay:reremyne Feet n partmem or lxnnirrpr;en=senrees CASE: 0718-02 ZONING & NOTICE AREA RM-1 MMtitamilyi IL Llghtlntlustrlal RM-2 Multifamily 2 IN Heavy Industrial RM-3 Multllamlly9 PUO Planned Unit De,Overlay ON Professional Office RS-10 Single-Familyll) RM-AT MUMfamlly AT RS-6 Slagle-Family S S EJECT 9 4 CNA Ncighborhaud Commerc®I RSd.S 5ingle-FamIIy4A ROPERTY CN-2 Neighborhood Commercial R5-TF lWo-Family4} CR-1 Resort Commercial RS-15 131n91e-Famllyl5 CR-2 Resort Commercial RE Residential Estate CG-1 General COMMOMW RS-TH Townhouse R CG-2 Ge neral Commercial SP Special Permit CI Into nsive Commercial Ry Recrcatlonal Vehicle Park CRO Downtown Commamlal RMH Manutacturetl Home 'ice CR.1 Resort COmmerclel FR Fann Rural H Historic Overlay A RP Business Park wanrn P eP.nrO o I.— �P+� g City of fh N 2P0'bur In ravor \ 4 owne wimi zad•rs boa or,— LOCATION MAP Ct1� i{lu.1, ef�chedawnership lebk Xin opposition CIILlSt1 Il I • I 1 Zoning Case #0718-02 Augusta Embassy House, LLC. Rezoning for a Property at 4502 Corona Drive City Council Presentation August 14, 2018 J Aerial Overview re Y P � •- 0 po - •^•�'. ��OP JA Subject Property at 4502 Corona Drive i T " It \Vicinity Map �v n. a ek 4 (c)QpenStreetMap and contributors„ —Weative CommonsShareAlike License 3 Zoning Pattern i QG�vtl(��3jJp(�p �� - ° 00 00 9Olt t'"' % -= Staff Recommendation Approval of the change of zoning from the "RS-TF" Two-Family District to the "RM-3" Multifamily 3 District . D Requirements U C Buffer Yards: RM-3 to RS-6: M;gr Type A: 5 pts. Setbacks: Street: 20 feet , Street (Corner): 15 feet Rear: 2:1 Setback (height) Parking: 1 BR— 1.5 spaces/unit 2 BR—2 spaces/unit f 1 space/ 5 units—Visitors 9 Landscaping, Screening, and Lighting Standards Uses Allowed: Single-Family Homes, Duplexes,Apartments, and Day Care Uses. se GO O Va. AGENDA MEMORANDUM First Reading Ordinance—August 10, 2018 City Council Meeting NCORROP pEO 1852 Second Reading Ordinance-August 14, 2018 City Council Meeting DATE: August 1, 2018 TO: Mayor and Council Interim City Manager Keith Selman FROM: Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Mark Van Vleck, Assistant City Manager MarkVV(o-)cctexas.com (361) 826-3082 Valerie H. Gray, P.E., Executive Director, Public Works valerieg(a-)cctexas.com (361) 826-3729 Jeffrey Edmonds, P.E., Director, Engineering Services 0effreyeC@cctexas.com (361) 826-3729 Ordinance Ordering a Special Election — Bond 2018 CAPTION: Ordinance ordering a special election to be held on November 6, 2018, in the City of Corpus Christi, on the questions of authorizing bond issuances of the City supported by ad valorem taxes; providing for procedures for holding such election; providing for notice of election and publication thereof; providing for the establishment of branch early polling places; designating polling place locations; authorizing a joint election with Nueces County; and enacting provisions incident and relating to the subject and purpose of this ordinance. PURPOSE: The following six propositions (A— F) are being proposed for the upcoming November 6, 2018 Special (Bond) Election: Proposition A: Streets - $52M (23 Projects) Proposition B: Additional Streets - $22M (14 projects) Proposition C: Parks and Recreation - $5.6M (7 projects) Proposition D: Libraries and Cultural - $3.9M (4 projects) Proposition E: Public Safety - $11.3M (7 projects) Proposition F — Public Health - $1.1 M (1 project) ALTERNATIVES: The Council can modify or remove any of the propositions. CONFORMITY TO CITY POLICY: Adheres to election law and bond requirements. DEPARTMENTAL CLEARANCES: Legal Budget Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Q Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: SUPPORTING DOCUMENTS: Ordinance — Ordering a Special Election for Bond 2018 PowerPoint ORDINANCE Ordering a special election to be held on November 6, 2018, in the City of Corpus Christi, on the questions of authorizing bond issuances of the City supported by ad valorem taxes; providing for procedures for holding such election; providing for notice of election and publication thereof; providing for the establishment of branch early polling places; designating polling place locations; authorizing a joint election with Nueces County; and enacting provisions incident and relating to the subject and purpose of this ordinance WHEREAS, the City Council (the Council) of the CITY OF CORPUS CHRISTI, TEXAS (the City),located in Nueces,Aransas,Kleberg,and San Patricio Counties,Texas,hereby finds and determines that an election should be held to determine whether the Council shall be authorized to issue general obligation bonds of the City in the amounts and for the purposes hereinafter identified (the Special Election);and WHEREAS, the City will conduct the Special Election jointly with Nueces County (the County) and with other political subdivisions (such other political subdivisions, collectively, the Participants) for whom the County is also conducting their elections, as provided pursuant to the provisions of one or more joint election agreements or contracts among the City, the County, and the Participants, entered into in accordance with the provisions of Section 271.002 of the Texas Election Code, as amended (the Election Code),or other applicable law;and WHEREAS,pursuant to the aforementioned joint election agreement,the County will conduct all aspects of the Special Election on the City's behalf, and WHEREAS, the Council hereby finds and determines that it is in the best interests of the City to enter into one or more election agreements or contracts with the County and the Participants to conduct the Special Election in accordance with the laws of the State of Texas (the State) and applicable federal laws; and WHEREAS, the Council hereby finds and determines that the necessity to construct various capital improvements within the City necessitates that it is in the public interest to call and hold the Special Election at the earliest possible date to authorize the issuance of general obligation bonds for the purposes hereinafter identified;and WHEREAS, concurrently with the Special Election (and as a joint election with the County and any other Participants), the City will, pursuant to the City Charter of the City and by separate ordinance adopted by the Council on the date hereof, conduct its regular City election for Mayor and members of the Council(along with any necessary runoff election)(such regular election,the General Election); and WHEREAS, after full review and consideration of each project listed under all of the propositions described below(City of Corpus Christi Propositions A,B, C, D, E and F),the Council hereby finds and determines that each project is necessary for a public purpose and is in the best interests of the City and the residents of the City; and WHEREAS,the Council hereby finds and determines that the actions hereinbefore described are in the best interests of the qualified voters of the City;now,therefore, -1- BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,TEXAS THAT: SECTION 1. The Special Election shall be held in the CITY OF CORPUS CHRISTI,TEXAS on the 6t'day of November, 2018 (Election Day), which is a uniform election date under the Election Code, and is not less than seventy-eight (78) days nor more than ninety (90) days from the date of the adoption of this ordinance (the Ordinance), for the purpose of submitting the following propositions (collectively,the Propositions)to the qualified voters of the City: CITY OF CORPUS CHRISTI PROPOSITION A "Shall the City Council of the City of Corpus Christi,Texas be authorized,in accordance with applicable law, to issue and sell one or more series of general obligation bonds of the City, in the aggregate principal amount of not more than $52,000,000, with such series or issues of bonds, respectively, to mature serially or otherwise within not to exceed forty years from their date and to be sold at such prices and bear interest at such rates (whether fixed, floating,variable, or otherwise,but in no case at a rate that exceeds the maximum rate per annum authorized by applicable law at the time of any such issuance), as shall all be determined within the discretion of the City Council, for the purpose of making permanent public improvements or for other public purposes, to wit: designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of- way necessary thereto or incidental therewith(but specifically excluding related City utility costs, which are the responsibility of the City's utility system), with priority given to the following street projects: — Leopard Street,generally from Nueces Bay Boulevard to Palm Drive — Calallen Drive,generally from Red Bird Lane to Burning Tree Lane — Callicoatte Road,generally from IH 37 Access Road to Up River Road — Beach Avenue, generally from E Causeway Boulevard to dead end at Gulfbreeze Boulevard — North Beach Area Primary Access, generally from Beach & Timon to Surfside Intersection — North Beach Gulfspray Avenue Pedestrian and Bicycle Access, generally from beach access to E Causeway Boulevard — North Beach Coastal Protection — South Staples Street,generally from Baldwin Boulevard to Kostoryz Road — Brawner Parkway,generally from Carroll Lane to Kostoryz Road — Swantner Drive,generally from Indiana Avenue to Texan Trail — Gollihar Road,generally from Greenwood Drive to Crosstown Expressway — Frio Street/Hacala Street/Dorado Street Corridor,generally from Greenwood Drive to Martin Street — Laguna Shores Road,generally from Graham Road to South Padre Island Drive — Laguna Shores Road,generally from Caribbean Drive to Hustlin' Hornet Drive — Lipes Boulevard,generally from Yorktown Boulevard to Sun Wood Drive — Wooldridge Road,generally from Everhart Road to Cascade Drive — Strasbourg Drive,generally from Riom Street to Grenoble Drive — Residential Street Rebuild Program — TXDOT Participation/Traffic Congestion Management -2- — Traffic Signal Improvements — Street Lighting Improvements — Alternative Mobility Improvements — ADA Improvements and in providing for the above public improvements, the City Council shall have the option to(i)utilize other funds available for such purposes and(ii)abandon such indicated public improvements that are reliant, in part, on external sources of funding that (for whatever reason) do not materialize or because unforeseen changes in fact or circumstance make the anticipated expenditure no longer wise or necessary (as determined by the City Council), and after making due provision for the improvements listed above or determining that the public improvement project will not proceed for a reason heretofore described,the City Council may, in its discretion,use any excess funds for constructing, reconstructing, restructuring, and extending other streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs, which are the responsibility of the City's utility system); and shall the City Council be authorized to levy and pledge, and cause to be assessed and collected,within the limitations prescribed by law, annual ad valorem taxes on all taxable property in the City sufficient to pay the annual interest and sinking fund to pay the bonds at maturity and to pay the costs of any credit agreements executed in connection with the bonds?" CITY OF CORPUS CHRISTI PROPOSITION B "Shall the City Council of the City of Corpus Christi,Texas be authorized,in accordance with applicable law, to issue and sell one or more series of general obligation bonds of the City, in the aggregate principal amount of not more than $22,000,000, with such series or issues of bonds, respectively, to mature serially or otherwise within not to exceed forty years from their date and to be sold at such prices and bear interest at such rates (whether fixed, floating,variable, or otherwise,but in no case at a rate that exceeds the maximum rate per annum authorized by applicable law at the time of any such issuance), as shall all be determined within the discretion of the City Council, for the purpose of making permanent public improvements or for other public purposes, to wit: designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, equipment storage facilities, acquiring lands and rights-of-way necessary thereto or incidental therewith (but specifically excluding related City utility costs, which are the responsibility of the City's utility system),with priority given to the following street projects: — Downtown Pedestrian Safety Improvements — Downtown Lighting Improvements — North Lexington Boulevard,generally from Hopkins Road to Leopard Street — Everhart Road, generally from South Padre Island Drive to McArdle Road — Alameda Street,generally from Louisiana Street to Chamberlain Street — McArdle Road,generally from Carroll Lane to Kostoryz Road — Castenon Street,generally from Trojan Drive to Delgado Street — Junior Beck Drive,generally from dead end to Bear Lane — JFK Causeway Access Road Improvement -3- — Airline Road,generally from South Padre Island Drive to McArdle Road — Laguna Shores Road,generally from Mediterranean Drive to Wyndale Street — South Oso Parkway,generally from South Staples Street to South Oso Parkway — Long Meadow Drive,generally from Hunt Drive to St Andrews Drive — Other street and utility construction projects with third-party participation in accordance with State law and in providing for the above public improvements,the City Council shall have the option to(i)utilize other funds available for such purposes and(ii) abandon such indicated public improvements that are reliant, in part, on external sources of funding that (for whatever reason)do not materialize or because unforeseen changes in fact or circumstance make the anticipated expenditure no longer wise or necessary (as determined by the City Council), and after making due provision for the improvements listed above or determining that the public improvement project will not proceed for a reason heretofore described, the City Council may, in its discretion, use any excess funds for constructing, reconstructing, restructuring, and extending other streets and thoroughfares and related land and right-of- way sidewalks, streetscapes, collectors, drainage, landscape, signage, equipment storage facilities, acquiring lands and rights-of-way necessary thereto or incidental therewith(but specifically excluding related City utility costs, which are the responsibility of the City's utility system); and shall the City Council be authorized to levy and pledge, and cause to be assessed and collected,within the limitations prescribed by law,annual ad valorem taxes on all taxable property in the City sufficient to pay the annual interest and sinking fund to pay the bonds at maturity and to pay the costs of any credit agreements executed in connection with the bonds?" CITY OF CORPUS CHRISTI PROPOSITION C "Shall the City Council of the City of Corpus Christi,Texas be authorized,in accordance with applicable law, to issue bonds of the City, in one or more series or issues and in the aggregate principal amount of $5,630,000, with such series or bonds, respectively, to mature serially or otherwise within not to exceed forty years from their date and to be sold at such prices and bear interest at such rates (whether fixed, floating, variable, or otherwise, but in no case at a rate that exceeds the maximum rate per annum authorized by applicable law at the time of any such issuance), as shall all be determined within the discretion of the City Council, for the purpose of making permanent public improvements or for other public purposes, to wit: designing, constructing, renovating,improving,expanding,and equipping City parks and recreation facilities,with priority given to the following projects: — Senior Centers — Recreation Centers — Park System Playgrounds — Oso Pool Aquatics Center — Greenwood Sports Complex — Cole Park and Dimitt Piers — Other parks and recreation projects with third-party participation and in providing for the above public improvements, the City Council shall have the option to(i)utilize other funds available for such purposes and(ii)abandon such indicated public improvements that are reliant, in part, on external sources of funding that (for -4- whatever reason)do not materialize or because unforeseen changes in fact or circumstance make the anticipated expenditure no longer wise or necessary (as determined by the City Council), and after making due provision for the improvements listed above or determining that the public improvement project will not proceed for a reason heretofore described, the City Council may, in its discretion, use any excess funds for designing, constructing, renovating, improving,expanding, and equipping City parks and recreation facilities; and shall the City Council be authorized to levy and pledge, and cause to be assessed and collected,within the limitations prescribed by law, annual ad valorem taxes on all taxable property in the City sufficient to pay the annual interest and sinking fund to pay the bonds at maturity and to pay the costs of any credit agreements executed in connection with the bonds?" CITY OF CORPUS CHRISTI PROPOSITION D "Shall the City Council of the City of Corpus Christi,Texas be authorized,in accordance with applicable law, to issue bonds of the City, in one or more series or issues and in the aggregate principal amount of $3,878,000, with such series or bonds, respectively, to mature serially or otherwise within not to exceed forty years from their date and to be sold at such prices and bear interest at such rates (whether fixed, floating, variable, or otherwise, but in no case at a rate that exceeds the maximum rate per annum authorized by applicable law at the time of any such issuance), as shall all be determined within the discretion of the City Council, for the purpose of making permanent public improvements or for other public purposes, to wit: designing, renovating,improving,expanding,and equipping City libraries and cultural facilities,with priority given to the following projects: — Libraries — Museum of Science and History — Art Museum of South Texas — Heritage Park Historical Houses and in providing for the above public improvements, the City Council shall have the option to(i)utilize other funds available for such purposes and(ii) abandon such indicated public improvements that are reliant, in part, on external sources of funding that (for whatever reason)do not materialize or because unforeseen changes in fact or circumstance make the anticipated expenditure no longer wise or necessary (as determined by the City Council), and after making due provision for the improvements listed above or determining that the public improvement project will not proceed for a reason heretofore described, the City Council may, in its discretion, use any excess funds for designing, constructing, renovating, improving, expanding, and equipping City library and cultural facilities; and shall the City Council be authorized to levy and pledge, and cause to be assessed and collected,within the limitations prescribed by law, annual ad valorem taxes on all taxable property in the City sufficient to pay the annual interest and sinking fund to pay the bonds at maturity and to pay the costs of any credit agreements executed in connection with the bonds? CITY OF CORPUS CHRISTI PROPOSITION E "Shall the City Council of the City of Corpus Christi,Texas be authorized,in accordance with applicable law, to issue bonds of the City, in one or more series or issues and -5- in the aggregate principal amount of $11,343,000, with such series or bonds, respectively, to mature serially or otherwise within not to exceed forty years from their date and to be sold at such prices and bear interest at such rates (whether fixed, floating, variable, or otherwise, but in no case at a rate that exceeds the maximum rate per annum authorized by applicable law at the time of any such issuance), as shall all be determined within the discretion of the City Council, for the purpose of making permanent public improvements or for other public purposes, to wit: designing, constructing, renovating, improving, expanding, upgrading and equipping City public safety facilities,with priority given to the following projects: — Police Radio Communication System — Police Headquarters — Police Substations — Fire Headquarters&Emergency Operations Center — EMS Central Building — Fire Department Warehouse — Fire Stations and in providing for the above public improvements, the City Council shall have the option to(i)utilize other funds available for such purposes and(ii) abandon such indicated public improvements that are reliant, in part, on external sources of funding that (for whatever reason)do not materialize or because unforeseen changes in fact or circumstance make the anticipated expenditure no longer wise or necessary (as determined by the City Council), and after making due provision for the improvements listed above or determining that the public improvement project will not proceed for a reason heretofore described, the City Council may, in its discretion, use any excess funds for designing, constructing, renovating, improving, expanding, and equipping City public safety facilities; and shall the City Council be authorized to levy and pledge, and cause to be assessed and collected,within the limitations prescribed by law, annual ad valorem taxes on all taxable property in the City sufficient to pay the annual interest and sinking fund to pay the bonds at maturity and to pay the costs of any credit agreements executed in connection with the bonds? CITY OF CORPUS CHRISTI PROPOSITION F "Shall the City Council of the City of Corpus Christi,Texas be authorized,in accordance with applicable law, to issue bonds of the City, in one or more series or issues and in the aggregate principal amount of $1,149,000, with such series or bonds, respectively, to mature serially or otherwise within not to exceed forty years from their date and to be sold at such prices and bear interest at such rates (whether fixed, floating, variable, or otherwise, but in no case at a rate that exceeds the maximum rate per annum authorized by applicable law at the time of any such issuance), as shall all be determined within the discretion of the City Council, for the purpose of making permanent public improvements or for other public purposes, to wit: designing, renovating,improving,expanding,and equipping City public health facilities,with priority given to the following projects: — Health Department Building -6- and in providing for the above public improvements, the City Council shall have the option to(i)utilize other funds available for such purposes and(ii) abandon such indicated public improvements that are reliant, in part, on external sources of funding that (for whatever reason)do not materialize or because unforeseen changes in fact or circumstance make the anticipated expenditure no longer wise or necessary (as determined by the City Council), and after making due provision for the improvements listed above or determining that the public improvement project will not proceed for a reason heretofore described, the City Council may, in its discretion, use any excess funds for designing, constructing, renovating, improving, expanding, and equipping City public health facilities; and shall the City Council be authorized to levy and pledge, and cause to be assessed and collected,within the limitations prescribed by law, annual ad valorem taxes on all taxable property in the City sufficient to pay the annual interest and sinking fund to pay the bonds at maturity and to pay the costs of any credit agreements executed in connection with the bonds? SECTION 2. The official ballot shall be prepared in accordance with the Election Code, as amended, so as to permit voters to vote "FOR" or "AGAINST" the aforesaid propositions which shall appear on the ballot substantially as follows: City of Corpus Christi Proposition A The issuance of bonds for designing, constructing, renovating, improving, extending and making permanent street, sidewalk, drainage and any related improvements in the aggregate principal amount not to exceed $52,000,000, and levying a tax in payment thereof,with priority given to the following: — Leopard Street,generally from Nueces Bay Boulevard to Palm Drive — Calallen Drive,generally from Red Bird Lane to Burning Tree Lane — Callicoatte Road,generally from IH 37 Access Road to Up River Road — Beach Avenue, generally from E Causeway Boulevard to dead end at Gulfbreeze Boulevard — North Beach Area Primary Access, generally from Beach & Timon to Surfside Intersection — North Beach Gulfspray Avenue Pedestrian and Bicycle Access, generally from beach access to E Causeway Boulevard — North Beach Coastal Protection — South Staples Street,generally from Baldwin Boulevard to Kostoryz Road — Brawner Parkway,generally from Carroll Lane to Kostoryz Road — Swantner Drive,generally from Indiana Avenue to Texan Trail — Gollihar Road,generally from Greenwood Drive to Crosstown Expressway — Frio Street/Hacala Street/Dorado Street Corridor,generally from Greenwood Drive to Martin Street — Laguna Shores Road,generally from Graham Road to South Padre Island Drive — Laguna Shores Road,generally from Caribbean Drive to Hustlin' Hornet Drive — Lipes Boulevard,generally from Yorktown Boulevard to Sun Wood Drive — Wooldridge Road,generally from Everhart Road to Cascade Drive — Strasbourg Drive,generally from Riom Street to Grenoble Drive — Residential Street Rebuild Program — TXDOT Participation/Traffic Congestion Management -7- — Traffic Signal Improvements — Street Lighting Improvements — Alternative Mobility Improvements — ADA Improvements City of Corpus Christi Proposition B The issuance of bonds for designing, constructing, renovating, improving, extending and making permanent street, sidewalk, drainage and any related improvements in the aggregate principal amount not to exceed $22,000,000, and levying a tax in payment thereof,with priority given to the following: — Downtown Pedestrian Safety Improvements — Downtown Lighting Improvements — North Lexington Boulevard,generally from Hopkins Road to Leopard Street — Everhart Road, generally from South Padre Island Drive to McArdle Road — Alameda Street,generally from Louisiana Street to Chamberlain Street — McArdle Road,generally from Carroll Lane to Kostoryz Road — Castenon Street,generally from Trojan Drive to Delgado Street — Junior Beck Drive,generally from dead end to Bear Lane — JFK Causeway Access Road Improvement — Airline Road,generally from South Padre Island Drive to McArdle Road — Laguna Shores Road,generally from Mediterranean Drive to Wyndale Street — South Oso Parkway,generally from South Staples Street to South Oso Parkway — Long Meadow Drive,generally from Hunt Drive to St Andrews Drive — Other street and utility construction projects with third-party participation in accordance with State law City of Corpus Christi Proposition C The issuance of bonds for designing,constructing,renovating,improving,expanding and equipping park and recreational facilities in the aggregate principal amount not to exceed $5,630,000, and levying a tax in payment thereof,with priority given to the following: — Senior Centers — Recreation Centers — Park System Playgrounds — Oso Pool Aquatics Center — Greenwood Sports Complex — Cole Park and Dimitt Piers — Other parks and recreation projects with third-party participation City of Corpus Christi Proposition D The issuance of bonds for designing, renovating, improving and equipping library and cultural facilities in the aggregate principal amount not to exceed $3,878,000, and levying a tax in payment thereof,with priority given to the following: — Libraries -8- — Museum of Science and History — Art Museum of South Texas — Heritage Park Historical Houses City of Corpus Christi Proposition E The issuance of bonds for designing, constructing, renovating, improving and equipping public safety facilities in the aggregate principal amount not to exceed $11,343,000, and levying a tax in payment thereof,with priority given to the following: — Police Radio Communication System — Police Headquarters — Police Substations — Fire Headquarters&Emergency Operations Center — EMS Central Building — Fire Department Warehouse — Fire Stations City of Corpus Christi Proposition F The issuance of bonds for designing, renovating, improving and equipping public health facilities in the aggregate principal amount not to exceed $1,149,000, and levying a tax in payment thereof,with priority given to the following: — Health Department Building SECTION 3. The City election precincts hereby established for the purpose of holding the Special Election and the polling places hereby designated for holding the Special Election in the City election precincts are identified in Exhibit A to this Ordinance,and this Exhibit A is hereby incorporated by reference into this Ordinance for all purposes. Nueces County participates in the Countywide Polling Place Program under Section 43.007, as amended, Texas Election Code, meaning that any District voter registered in Nueces County can vote in the Election at any polling place identified in Exhibit A for Nueces County. The City Secretary or designee, in coordination with the County's election administrator (the Administrator) or the designee thereof, as necessary or desirable,will identify and formally approve the appointment of the Presiding Judges, Alternate Presiding Judges, Election Clerks, and all other election officials for the Special Election, together with any other necessary changes to election practices and procedures and can correct,modify,or change the Exhibits to this Ordinance based upon the final locations and times agreed upon by the Administrator, the City, and the Participants to the extent permitted by applicable law. The Presiding Judge shall appoint not less than two (2) resident qualified voters of the County to act as clerks in order to properly conduct the Special Election. To the extent required by the Election Code or other applicable law,the appointment of these clerks must include a person fluent in the Spanish language to serve as a clerk to render oral aid in the Spanish language to any voter desiring such aid at the polls on Election Day. If the Presiding Judge appointed actually serves, the Alternate Presiding Judge shall serve as one of the clerks. In the absence of the Presiding Judge,the Alternate Presiding Judge shall perform the duties of the Presiding Judge of the election precinct. -9- On Election Day,the polls shall be open from 7:00 a.m.to 7:00 p.m. The main early voting location is designated in Exhibit B to this Ordinance (which is hereby incorporated herein by reference for all purposes). The individual named as the Early Voting Clerk as designated in Exhibit B is hereby appointed as the Early Voting Clerk to conduct such early voting in the Special Election. The Early Voting Clerk shall appoint the Deputy Early Voting Clerks. This main early voting location shall remain open to permit early voting on the days and at the times as stated in Exhibit B. Early voting shall commence as provided on Exhibit B and continue through the date set forth on Exhibit B,all as provided by the provisions of the Election Code. Additionally, permanent and temporary branch offices for early voting by personal appearance shall be established and maintained in accordance with the Election Code. The locations,dates,and hours of operation for early voting at these offices(being the permanent and temporary branch offices) shall be determined by the Administrator,as identified in Exhibit B hereto. An Early Voting Ballot Board is hereby established for the purpose of processing early voting results. The individual designated in Exhibit B as the Presiding Judge of the Early Voting Ballot Board is hereby appointed the Presiding Judge of the Early Voting Ballot Board. The Presiding Judge shall appoint not less than two (2) resident qualified voters of the County to serve as members of the Early Voting Ballot Board. SECTION 4. A Direct Recording Electronic (DRE) voting machine shall be employed at each of the polling locations utilized for the Special Election in accordance with the Election Code; provided,however, in the event the use of such DRE is not practicable, the Special Election may be conducted on Election Day by the use of paper ballots (except as otherwise provided in this section). DRE or paper ballots may be used for early voting by personal appearance (except as otherwise provided in this section). Pursuant to Section 61.012 of the Election Code, the City shall provide at least one accessible voting system in each polling place used in the Special Election. Such voting system shall comply with State and federal laws establishing the requirement for voting systems that permit voters with physical disabilities to cast a secret ballot. Paper ballots,touch screen voting machines, and/or such other legally-permissible voting methods may be used for early voting and Election Day voting by personal appearance. Certain early voting may be conducted by mail. SECTION 5. The City shall also utilize a Central Counting Station(the Station) as provided by Section 127.001, et seq. of the Election Code. The Administrator, or the designee thereof, is hereby appointed as the Manager and Presiding Judge of the Station and may appoint Station clerks and establish a written plan for the orderly operation of the Station in accordance with the provisions of the Election Code. The Council hereby appoints the Administrator, or the designee thereof, as the Tabulation Supervisor and the Administrator, or his designee, as the Programmer for the Station. Lastly, the Administrator will publish notice and conduct testing on the automatic tabulation equipment relating to the Station and conduct instruction for the officials and clerks for the Station in accordance with the provisions of the Election Code. SECTION 6. In accordance with Section 52.072(c) of the Election Code, the Propositions shall appear on the City's ballot after the listing of offices that are the subject of the General Election. SECTION 7. All resident qualified voters of the City shall be permitted to vote at the Special Election, and on Election Day, such voters shall vote at the designated polling places. The Special Election shall be held and conducted in accordance with the provisions of the Election Code and Chapters 1251 and 1331, as amended, Texas Government Code (collectively, the Election Laws), and as -10- may be required by any other law. All materials and proceedings relating to the Special Election shall be printed in both English and Spanish. SECTION 8. A substantial copy of this Ordinance shall serve as a proper notice of the Special Election. This notice,including a Spanish translation thereof, shall be posted (i) at three(3)public places within the City and at the City Hall not less than twenty-one (21) days prior to Election Day and (ii)in a prominent location at each polling place on Election Day and during early voting and shall be published on the same day in each of two(2) successive weeks in a newspaper of general circulation in the City,the first of these publications to appear in such newspaper not more than thirty (30) days, and not less than fourteen(14) full days prior to Election Day. In addition, during the twenty-one (21) days prior to Election Day, the City shall, in a prominent manner, maintain such notice on its Internet website. The City Secretary is directed to post and publish such Special Election notices as specified above and as required by the Election Laws. SECTION 9. As required by and in accordance with Section 3.009(b)(5) and (7)through(9) of the Texas Election Code, added by the 83rd Texas Legislature, the City, as of its fiscal year beginning October 1,2017,had outstanding an aggregate ad valorem tax-supported principal amount of debt equal to $480,202,841; the aggregate amount of the interest owed on such City debt obligations, through respective maturity, totaled $158,058,750; and the City levied an ad valorem debt service tax rate for its outstanding debt obligations of$0.229458 per$100 of taxable assessed valuation. Of the aforementioned City debt,the City considers$135,627,159 and $33,164,060 of that principal and interest,respectively,to be self-supporting debt payable from sources other than ad valorem taxes. The City estimates an ad valorem debt service tax rate of$0.249458 per $100 of taxable assessed valuation if the bonds that are subject of the Special Election are approved and are issued (taking into account the outstanding City bonds and bonds that are the subject of the Special Election, but not future bond authorizations of the City), though the City projects no tax rate increase for the issuance of bonds that are the subject of Proposition A.This is only an estimate provided for Texas statutory compliance and does not serve as a cap on any City ad valorem debt service tax rate. SECTION 10. The Council hereby appoints the City Secretary as the authority and officer responsible for the conduct of the Special Election and is hereby authorized and directed to make all necessary arrangements for the holding of the Special Election in accordance with the Elections Laws, which obligations include (but are not limited to) coordinating the Special Election process and negotiating, entering into, and carrying out the terms and provisions of one or more joint election agreements or contracts with the County and any Participants in accordance with the provisions of the Election Code. To the extent that any duty or obligation of the City, in general, or the City Secretary, in particular, is properly delegated to the County pursuant to a joint election agreement, then the County's carrying out those duties and obligations on the City's behalf pursuant to the terms of such joint election agreement shall be binding upon the City and are hereby determined by the Council to be evidence of the City's compliance with the provisions of the Election Laws relative to the same. In addition,the City Manager and the City Secretary, individually or in concert and as necessary or desired,are hereby authorized and entitled to make such technical modifications to this Ordinance that are necessary for compliance with applicable State or federal law (including the Election Laws) or to carry out the intent of the Council,as evidenced herein. SECTION 11. 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 Council. -11- SECTION 12. 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 13. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 14. 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 this Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 15. It is officially found, determined, and declared that the meeting at which this Ordinance was 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 16. This Ordinance shall be in force and effect from and after its final passage, and it is so ordained. -12- PASSED AND APPROVED on 2018 Joe McComb Mayor ATTEST: Rebecca Huerta City Secretary (SEAL) APPROVED 12018 Miles Risley City Attorney S-1 THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on , 2018, ordering a special election to be held on November 6, 2018,which ordinance is duly of record in the minutes of said City Council,and said meeting was open to the public, and public notice of the time,place and purpose of said meeting was given,all as required by Texas Government Code,Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City,on 12018. City Secretary (CITY SEAL) S-2 That the foregoing ordinance was read for the first time and passed to its second reading on 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 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 52018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor APPROVED , 2018 Milesey City Attorney S-3 EXHIBIT A ELECTION PRECINCTS AND ELECTION DAY POLLING LOCATIONS Election Day: Tuesday,November 6,2018 Election Day Polling Locations open from 7:00 a.m.to 7:00 p.m. Nueces County participates in the Countywide Polling Place program under Section 43.007, as amended, Texas Election Code. Registered voters will be able to cast their Election Day ballots at any of the Vote Centers identified below. [TO BE INSERTED—POLLING PLACES IN THE REGULARLY-PRESCRIBED PRECINCTS OF THE CITY OF CORPUS CHRISTI] [The remainder of this page intentionally left blank.] A-1 EXHIBIT B MAIN,TEMPORARY AND PERMANENT BRANCH POLLING PLACES,DATES,AND TIMES Early voting begins Monday,October 22,2018 and ends on Friday,November 2,2018 Early Voting Clerk: Early Voting Clerk's address: 901 Leopard Corpus Christi,Texas 78401 Presiding Judge of the Early Voting Ballot Board: Location.Dates&Hours of Main Early Voting Polling Place Nueces County Courthouse 901 Leopard Corpus Christi,Texas 78401 [TO BE INSERTED—DATES AND HOURS FOR VOTING] Dates Times Any voter who is entitled to vote an early ballot by personal appearance may do so at the Main Early Voting Site. [The remainder of this page intentionally left blank.] B-1 Location, Dates & Hours of Permanent Branch Polling Places [TO BE INSERTED—PERMANENT AND TEMPORARY BRANCH POLLING PLACES AND DAYS AND HOURS FOR VOTING] B-2 Location, Dates & Hours of Temporary Branch Polling Places [TO BE INSERTED—MOBILE TEMPORARY BRANCH POLLING PLACES AND DAYS AND HOURS FOR VOTING] EARLY VOTING BY MAIL: Applications for voting by mail should be mailed to be received no earlier than Friday, , 2018, and no later than the close of business(4:30 p.m.)on Friday, 12018. Applications should be mailed to: Kara Sands,County Clerk Nueces County,Texas P.O.Box 2627 Corpus Christi,Texas 78403 [The remainder of this page intentionally left blank.] B-3 gyVS C.�` O� A. U AGENDA MEMORANDUM NCDRPONPSE 1852 Action Item for the City Council Meeting of August, 14, 2018 DATE: August 2, 2018 TO: Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 Lawrence Mikolajczyk, Director of Solid Waste lawm(o-)cctexas.com (361) 826-1972 Interlocal Cooperation Agreement (ILA) With Texas A&M University— Corpus Christi (TAMUCC) Aesthetic Column Painting on Ennis Joslin Road CAPTION: Resolution authorizing execution of an Interlocal Cooperation Agreement (ILA) with Texas A&M University—Corpus Christi (TAMUCC) for aesthetic column painting on Ennis Joslin Road. PURPOSE: This ILA documents the terms of an agreement between TAMUCC and the City for aesthetic column painting on Ennis Joslin Road. BACKGROUND AND FINDINGS: Texas A&M University—Corpus Christi (TAMUCC) has conducted a research on the university's presence in the community. As a result of the research, consultants have recommend signage at key areas throughout the City. TAMUCC has reached out to the City for approval of aesthetic painting at the intersection of South Padre Island Drive (SH 357) and Ennis Joslin (Spur 3). Per the existing Municipal Maintenance Agreement (MMA) with the Texas Department of Transportation (TxDOT), the City is allowed to enter into this third-party agreement for surface painting. This ILA defines TAMUCC's responsibilities as maintaining the painted surfaces as well at the adjacent areas, grounds for termination, graffiti stipulation, and permit costs. TAMUCC will fully fund the aesthetic painting. Project No:N/A 1 SM/ASG Legistar No.:18-0955 Rev.0—08/02/18 ALTERNATIVES: 1. Authorize execution of the Agreement. (Recommended) 2. Do not authorize execution of the Agreement. (Not Recommended) OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms with City Financial Policy. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Solid Waste FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year Project to Date 2017-2018 Expenditures Current Year Future Years TOTALS (CIP only) Budget Encumbered / Expended Amount This item Future Anticipated Expenditures This Project BALANCE Fund(s): N/A RECOMMENDATION: Staff recommends approval to execute the Interlocal Cooperation Agreement. LIST OF SUPPORTING DOCUMENTS: Resolution Location Map Aesthetics Rendering Interlocal Cooperation Agreement Presentation Project No:N/A 2 SM/ASG Legistar No.:18-0955 Rev.0—08/02/18 Resolution authorizing execution of Interlocal Cooperation Agreement (ILA) with Texas A&M University— Corpus Christi for aesthetic column painting on Ennis Joslin Road Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or designee is authorized to execute an Interlocal Cooperation Agreement with Texas A&M University— Corpus Christi for aesthetic surface painting on Ennis Joslin Road. A copy of the agreement is on file in the Office of the City Secretary. SECTION 2. That the City Manager or designee is authorized to administratively renew the agreement and make minor amendments to the agreement. SECTION 2. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of , 2018 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 INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND TEXAS A&M UNIVERSITY—CORPUS CHRISTI FOR AESTHETIC SURFACE PAINTING ON ENNIS JOSLIN ROAD This Interlocal Cooperation Agreement("Agreement")is made between the City of Corpus Christi, Texas, ("City"), a municipal corporation and home-rule city, acting by and through its governing body,the City Council and Texas A&M University - Corpus Christi, a member of The Texas A&M University System, an agency of the State of Texas ("University"). WHEREAS, the University has requested permission to paint multiple surfaces at the intersection of Highway 358 and Ennis Joslin Road; and WHEREAS,the City entered into a Municipal Maintenance Agreement("MMA")with the Texas Department of Transportation("TXDOT")on April 10,2012,that allows the City of Corpus Christi to enter into this third-party agreement for surface painting; and WHEREAS, the aesthetic surface painting does not meet the definition of a commercial sign under the Highway Beautification Act. NOW, THEREFORE, BE IT AGREED BY THE CITY OF CORPUS CHRISTI, TEXAS AND TEXAS A&M UNIVERSITY-CORPUS CHRISTI: The parties agree that neither party is an agent, servant or employee of the other party and each party agrees it is responsible for its individual acts and deeds as well as the acts and deeds of its contractors, employees, representatives and agents. I. University Responsibilities. a. The University shall use labor and supervisory personnel employed directly by the University or its contractor to paint surfaces for aesthetic purposes at the locations listed on Exhibit A attached hereto and made a part of hereof. b. All installation or maintenance work performed by the University or its contractor requiring traffic control shall be performed in accordance with the Texas Manual on Uniform Traffic Control Devices. The University shall submit a traffic control plan from a licensed engineer to the City for review and approval prior to conducting any installation or maintenance work. c. The University shall provide the City a complete set of design drawings and installation plans for review. The installation plans shall include all aspects of the proposed work including but not limited to paint specifications meeting the latest edition of TXDOT Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges. d. The University shall initiate corrections regarding any failure of materials or installation methods within 48 hours of notification by the City. e. The University shall pay the City for all costs identified in Section 3 of this Agreement within 30 days of receiving a true and correct invoice. f. The University shall provide a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. g. The University shall maintain the painted surfaces throughout the term of this Agreement. h. The University shall be responsible for any damage that may occur to state equipment during the installation and maintenance of the proposed surface painting work i. The University shall be responsible for keeping the surfaces that have been painted free from graffiti. University must remove vulgar graffiti within 24 hours of being notified by the City. All other graffiti must be removed within 48 hours of being notified by the City. j. The University shall adopt the area adjacent to the painted surfaces and keep the area free from litter. 2. City Responsibilities. a. The City shall review documents submitted by the University, including design drawings and traffic control plans. b. The City shall inspect the completed work to ensure that the work is done in compliance with this Agreement. 3. Costs. a. The University shall pay to City an initial permit fee of $500 in advance of any work being done at the location. The fee covers the cost to review the design and materials, review the traffic control plan and inspect the work upon completion. b. The University shall pay to City a fee of $100 in advance of any routine or scheduled maintenance being done at the location that requires a traffic control plan. C. University must reimburse City for all costs paid by City for any correction or repair work performed by the City. 4. Pam. Any payment made by either the City or the University for any of the services provided pursuant to this Agreement shall be made out of current revenues available to such parties as required by the Interlocal Cooperation Act. All funding obligations of the University and the City under this Agreement are subject to the appropriation of funds by each entity in its annual budget. 5. Term of Agreement. This Agreement is for an initial five year term and may be administratively renewed for an unlimited number of five year terms upon written agreement of the parties. 6. Termination. This Agreement may be terminated by one of the following conditions: 2 a. By mutual agreement of both parties; b. By the City giving written notice to the University as consequence of failure by the University to maintain the surfaces in a presentable manner and perform the services and obligations set forth in this Agreement. The City's written notice to the University shall describe the default and the proposed termination date. If the University cures the default before the proposed termination date, the proposed termination is ineffective; c. By either party for convenience upon thirty (30) days written notice to the other. Upon termination, the University shall restore the surfaces to their original condition and remove all paint from the location within thirty (30) days of notice of termination by either party. Any work performed by the City to restore the surfaces shall be charged to the University. 7. Remedies. Violation or breach of contract terms by the University shall be grounds for termination of this Agreement, and any increased costs arising from the University default,breach of contract or violation of terms shall be paid for by the University. This Agreement shall not be considered as specifying the exclusive remedy for default, but all remedies existing at law and in equity may be availed of by either parry and shall be cumulative. 8. Notices. Notices under this Agreement shall be addressed to the parties as indicated below, or changed by written notice to such effect, and shall be effected when delivered or when deposited in the U.S. Mail, post pre-paid, certified mail,return receipt requested. University: Director—Contracts and Property (Agreement Inquiries) Phone 4 Texas A&M University—Corpus Christi 6300 Ocean Drive, Unit 5731 Corpus Christi TX 78412-5731 with copy to: Director of Marketing (Maintenance Inquiries) 361-825-3020 Texas A&M University-Corpus Christi 6300 Ocean Drive, Unit 5726 Corpus Christi, TX 78412-5726 City: City Manager(Agreement Inquiries) City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 with copy to: Solid Waste Operations, Graffiti Group (Maintenance Inquiries) Phone: 361-826-1972 City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 3 9. Performance. This Agreement shall be performed in Nueces County, Texas, and shall be interpreted according to the laws of the State of Texas. 10. Severability Clause. If any portion of this Agreement or the application thereof to any person or circumstance shall be held to be invalid or unconstitutional by any court of competent jurisdiction,the remainder of this Agreement shall not be affected thereby and shall continue to be enforceable in accordance with its terms. 11. Assignment. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. This Agreement may not be assigned by any party without the written consent of all of the other parties. 12. Entire Agreement. This Agreement represents the entire agreement between the parties and may not be modified by any oral agreements or understandings. Any amendments must be made in writing and signed by all parties. 13. Interlocal Cooperation Act. This Agreement is subject to the terms and provisions of the Texas Interlocal Cooperation Act, codified as Chapter 791 of the Texas Government Code. Further, each party represents that this Agreement has been duly passed and approved by its governing body, or designee, as required by the Act. TEXAS A&M UNIVERISTY- CITY OF CORPUS CHRISTI CORPUS CHRISTI Terry Tatum (Date) Valerie H. Gray, P.E. (Date) Executive Vice-President Executive Director of Public Works Finance and Administration Texas A&M University-Corpus Christi ATTEST: Rebecca Huerta, City Secretary (Date) APPROVED AS TO FORM: APPROVED AS TO LEGAL FORM: Katherine Knight (Date) Janet Whitehead (Date) Assistant General Counsel Assistant City Attorney Office of General Counsel The Texas A&M University System 4 EXHIBIT A i _ •° RD, �. + :` SCALE: N.T.S. AERIAL FLOWN 2014 .A PROPOSED ''"°� ` �'" * • * k�." TAMUCC UNDERPASS PAINTING IL t4 w Aft' AT SPID & ENNIS JOSUN $ tR _ S.P.I.D.- - ..- -_ e ilk All 171, r .J e* ,. •.. PPS, t f' Bt ii YI t T FC t IT—T z trrTtTilrl WILLIAMS DR. PROPOSED TAMUCC UNDERPASS PAINTING CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF STREET OPERATIONS VICINITY MAP = _ 181 pRR�00R N SCALE: N.T.S. CORPUS CHRISTI SHIP CHANNEL AERIAL FLOWN 2014 � a LEOPARD Q a z apwiN 286 ~ G 358 Q pp° 9l pC z CORPUS CHRISTI BAY PROPOSED TAMUCC UNDERPASS PAINTING 3? Ro�F yqR s AT SPID & ENNIS JOSLIN AO G�p�ti sp�o pc� TEXAS A&M UNIVERSITY CORPUS CHRISTI pG1 �Q- 358 Z ��Tpcg3�0 M�RocF o CABANISS ti Z OSO BAYCORPUS CHRISTI FIELD a NAVAL AIR STATION O �\tel 4�v 111\� FLOUR BLUFF �o O 358 286 J pP� �O m" t^ a O 4. of 2 vP O � 300 LAGUNA MADRE PROPOSED CITY COUNCIL EXHIBIT TAMUCC UNDERPASS PAINTING CITY OF CORPUS CHRISTI,TEXAS ' DEPARTMENT OF STREET OPERATIONS LOCATION MAP as k ✓ � �,t':,.. � •ter. ENNIs jos LI N .;. -- SCALE: N.T.S. AERIAL FLOWN 2014 r ZI PROPOSED TAMUCC UNDERPASS PAINTING ■ .• «L ++ ail _ AT SPID & ENNIS JOSUN •: v o I r S.P.I.D. c jL Ii _ S .*�,,,• rs ��: rl:' - fir rf .IIID �Yi q p k � k:. r1 ," w WILLIAMS DRAdir ., PROPOSED CITY COUNCIL EXHIBIT TAMUCC UNDERPASS PAINTING CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF STREET OPERATIONS VICINITY MAP = _ N ��/ ' �—0 � w a �Z ao M A t� Y: CN Interlocal Cooperation Agreement (ILA) Texas A&M University-Corpus Christi (TAMUCC) Aesthetic Surface Painting on Ennis Joslin Road City Council Meeting August 14, 2018 Location Map n 181 V/ ff.MPI.F f.F31S1 FAY PROPOSED 7AMl1CC 11NDERPA55 PLANTING AT sf'o a eras aowN M / 111 311F`s� C. 4,� 11 2 I' Vicinity Map k w F�_ FNNIS JOSLIM Rb '- SCALE Nis_ �e17"k PE61p TOWN 2014 a � w, cnarosEo � AM CC ERPFssP rvnns . AT 5%D k ENNIS JOSUN S.P.I.D, r � 7 o 177 TT,rTT''r f`T'T't'1"f �,z., WILLIAMS DR. 4O�pU5 CyRs Y - 1fi'-7"{149"? 6a` i17" TAMU Interlocal Agreement Questions? SC 0 v AGENDA MEMORANDUM NCpgpGppIS First Reading Item for the City Council Meeting of April 17, 2018 1852 Second Reading Item for the City Council Meeting of August 8, 2018 DATE: August 7, 2018 TO: Keith Selman, Interim City Manager FROM: E. Jay Ellington, Director, Parks and Recreation Department JayEll@cctexas.com 361-826-3460 SQH Sports & Entertainment Lease CAPTION: Ordinance authorizing execution of 40-year Lease Agreement with SQH Sports and Entertainment, Inc. of approximately 203 acres located near State Highway 286 @ FM 43 for a Regional Sports Complex and other improvements with up to four 5-year extensions; and cancelling the existing lease. PURPOSE: To execute a new 40-year Lease Agreement with SQH Sports and Entertainment, Inc. of approximately 203 acres located near intersection of State Highway 286 at FM 43 for the purpose of constructing and operating a Regional Sports Complex and additional commercial improvements and authorizing up to four additional 5-year extensions. The newly proposed Lease Agreement includes an annual rental amount to be paid to the City based on the cost per acre of land and includes an increase annually by the Consumer Price Index (CPI) for the rental and should be considered for adoption. Upon the effective date of the new 40-year Lease Agreement, the prior agreement between the parties authorized by Ordinance 030993 on October 18, 2016 is cancelled and replaced with the new proposed lease agreement. BACKGROUND AND FINDINGS: The First Reading for the SQH Lease Agreement was read on April 17, 2018. During the discussion of the agreement, the Council had several questions that included: 1. What is the price of the proposed City land per acre? 2. Would SQH consider renting new acreage? 3. What staff and team members are proposed? During the City Council Briefing on May 15, 2018, SQH staff and team members were identified. Following the First Reading of the Lease Agreement, the Parks & Recreation Director and SQH renegotiated the new proposed agreement to include an annual rental amount to be paid to the City based on the cost per acre of land and include an increase annually by the CPI for the rental. ALTERNATIVES: 1. Approve or deny OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Lease Agreements must be approved by City Council. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Parks and Recreation, Legal, Finance FINANCIAL IMPACT: Cost and reimbursement from City are part of the negotiations ❑ Operating X Revenue ❑ Capital ❑ 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 $37,500 BALANCE Fund(s): N/A Comments: This newly proposed agreement should be considered for adoption. This allows for the private/public partnership to move forward. RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: New Lease Agreement Ordinance Site Plan Presentation Ordinance authorizing execution of 40-year Lease Agreement with SQH Sports and Entertainment, Inc. of approximately 203 acres located near State Highway 286 @ FM 43 for a Regional Sports Complex and other improvements with up to four 5-year extensions; and cancelling the existing lease. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or her designee is authorized to execute a new 40-year Lease Agreement with SQH Sports and Entertainment, Inc. of approximately 203 acres located near intersection of State Highway 286 at FM 43 for the purpose of constructing and operating a Regional Sports Complex and additional commercial improvements, and authorizing up to four additional 5-year extensions. A copy of the Agreement is on file in the Office of the City Secretary. SECTION 2. That upon the effective date of the new 40 year Lease Agreement, the prior agreement between the parties authorized by Ordinance 030993 on October 18, 2016 is cancelled and replaced with the new lease agreement. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2018, by the following vote: Joe McComb Ben Molina Rudy Garza 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 12018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Lease Agreement Between CITY OF CORPUS CHRISTI, a home rule city and SQH SPORTS & ENTERTAINMENT,INC., a Texas corporation Dated: , 2018 TABLE OF CONTENTS Page ARTICLE 1: DEMISE OF PREMISES AND INTENDED USE...................................................1 ARTICLE 2: DEFINITIONS ..........................................................................................................1 2.1. Effective Date.......................................................................................................................... 2 ARTICLE 3: TERM, OPTION TERM...........................................................................................3 ARTICLE 4: PERMITTED USE.....................................................................................................3 ARTICLE 5 UTILITIES & TAXES................................................................................................3 5.1 Utilities.......................................................................................................................................3 5.2 Real and Personal Property Taxes .............................................................................................4 5.3 Rent.........................................................................................................4 5.4 Other Payment.............................................................................................4 ARTICLE 6: INSPECTION PERIOD AND CONTINGENCIES..................................................4 6.1. Preliminary Information ......................................................................................................... 4 6.2. Right of Entry; Restoration of Premises and Indemnification by Tenant. .............................. 4 6.3. Inspection Period..................................................................................................................... 4 6.4 General Contingencies....................................................................................5 6.5 Title and Survey Contingency...........................................................................5 6.6 Tenant's Election to Proceed............................................................................6 6.7 Closing......................................................................................................6 6.8 Acceptance of Premises Disclaimer...................................................................7 ARTICLE 7. Permitting and fees.....................................................................................................9 ARTICLE 8: CONSTRUCTION OF IMPROVEMENTS; REPAIRS AND MAINTENANCE; ALTERATIONS AND IMPROVEMENTS ..................................................10 8.1. Construction of Improvements ............................................................................................. 10 8.2. Specific Improvements for the Regional Sports Complex. .......................................................... 10 8.3. Performance Milestones for Regional Sports Complex. .............................................................. 10 8.4 Additional Commercial Improvements ...............................................................11 8.5 Performance Milestones for the other Commercial Improvements................................11 8.6 Performance Milestone Extensions ...................................................................12 8.7 Construction at the Premises ...........................................................................13 8.8 Repairs and Maintenance...............................................................................14 8.9 Alterations and Improvements ..................................................................... 14 8.10 Ownership of Buildings, Improvements, and Fixtures.............................................14 8.11 Right to Remove Trade Fixtures......................................................................14 8.12 Naming and Other Rights ............................................................................14 ARTICLE9: LIENS......................................................................................................................15 ARTICLE 10: INSURANCE AND INDEMNITY.......................................................................16 10.1 Tenant's Insurance ................................................................................................................ 16 10.2 Exculpation of Landlord........................................................................................................ 16 10.3 Tenant's Indemnification of Landlord .................................................................................. 16 10.4 Tenant's Property.................................................................................................................. 16 ARTICLE 11: DAMAGE AND DESTRUCTION........................................................................17 ARTICLE 12: CONDEMNATION...............................................................................................18 12.1. Complete Taking............................................................................................................ 18 i 12.2. Partial Taking Rendering Premises "Untenantable........................................................ 18 12.3. Partial Taking Not Rendering Premises "Untenantable................................................. 18 12.4. Allocation of Condemnation Award.............................................................................. 15 ARTICLE 13: BANKRUPTCY ....................................................................................................19 ARTICLE 14: ASSIGNMENT AND SUBLETTING ..................................................................20 ARTICLE 15: EVENTS OF DEFAULT; REMEDIES.................................................................21 15.1. Events of Default........................................................................................................... 21 15.2. Remedies........................................................................................................................ 21 ARTICLE 16: QUIET ENJOYMENT AND OPERATIONS AT PREMISES ............................22 16.1. Covenant of Quiet Enjoyment....................................................................................... 22 16.2. Right to Possession. ....................................................................................................... 22 16.3 Operations of Regional Sports Complex at the Premises .................................22 16.4 Operation of Other Commercial Improvements at the Premises ...........................24 ARTICLE 17: TRADE FIXTURES..............................................................................................25 ARTICLE 18: LEASEHOLD MORTGAGE................................................................................26 ARTICLE 19: HAZARDOUS SUBSTANCE OR WASTE.........................................................26 19.1. Definitions. ................................................................................................................... 27 19.2. Landlord's Representation and Warranty...................................................................... 27 19.3. Tenant Indemnification.................................................................................................. 27 19.4. Survivability................................................................................................................... 27 ARTICLE 20: REAL ESTATE COMMISSIONS ........................................................................28 ARTICLE 21:NOTICES AND DEMANDS ................................................................................28 ARTICLE 22: GENERAL PROVISIONS ....................................................................................29 22.1. Binding on Successors................................................................................................... 29 22.2. Severability.................................................................................................................... 29 22.3. Entire Agreement........................................................................................................... 29 22.4. Captions ......................................................................................................................... 29 22.5. No Waiver...................................................................................................................... 29 22.6. Holdover ........................................................................................................................ 29 22.7. Time of Essence............................................................................................................. 29 22.8. Governing Law.............................................................................................................. 29 22.9. Counterparts................................................................................................................... 29 22.10. No Third Party Rights.................................................................................................... 29 22.11. Interpretation.................................................................................................................. 29 22.12. Short Form Lease........................................................................................................... 30 22.13. Estoppel Certificates...................................................................................................... 24 22.14. Due Authorization.......................................................................................................... 24 22.15. Relationship of Parties................................................................................................... 25 22.16. Authorization................................................................................................................. 25 22.17. Incorporation of Exhibits............................................................................................... 25 22.18. Anti-Terrorism Warranties............................................................................................. 25 22.19 Disclosure of interests.............................................................................25 22.20 Publication.............................................................................................26 ii LIST OF EXHIBITS EXHIBIT A Legal Description of 67.69 acre tract EXHIBIT B Legal Description of 30.22 acre tract EXHIBIT C Legal Description of 105.39 acre tract EXHIBIT D Site Plan EXHIBIT E 82.60 Acres Outside of the One Hundred Year Floodplain EXHIBIT F Notice of Election EXHIBIT G Memorandum of Lease EXHIBIT H Mortgagee Protection Provisions EXHIBIT I Insurance iii STATE OF TEXAS COUNTY OF NUECES LEASE AGREEMENT This LEASE AGREEMENT (the "Lease") is made and entered into as of the Effective Date (defined below) by and between CITY OF CORPUS CHRISTI, a home rule city (the "Landlord"), and SQH SPORTS & ENTERTAINMENT, INC., a Texas corporation (the "Tenant"), for the purpose of constructing and operating a Regional Sports Complex to build sports related tourism by hosting multi-day and multi-sport regional, state and national tournaments and events in effort to increase city hotel occupancy and sales tax revenues. The parties to this Lease may be referred to individually herein as "Party" or collectively herein as the "Parties." RECITALS A. Landlord is the fee simple owner of that certain 67.69 acre parcel of unimproved land, more or less, located near intersection of State Highway and FM 43 (Weber Road)in Corpus Christi, Nueces County, Texas as shown on Exhibit A , that certain 30.22 acre parcel of unimproved land, more or less, located near intersection of State Highway and FM 43 in Corpus Christi, Nueces County, Texas as shown on Exhibit B, and also that certain 105.39 acre tract of land, more or less, also located near intersection of State Highway and FM 43 (Weber Road) in Corpus Christi, Nueces County, Texas, as shown on Exhibit C. Together, the tracts of land described in Exhibit A, Exhibit B, and Exhibit C are referred to herein as the "Land" . B. The City previously leased the property described on Exhibit A to Tenant. C. The Parties desire for Landlord to revise and replace the lease to include the additional property described on Exhibit B and Exhibit C, for revised total acreage of approximately 203.3 acres, and to permit Tenant to construct and operate the Improvements (defined herein) on the Premises in accordance with this Lease. NOW, THEREFORE, in consideration of the premises set forth above, the rent to be paid, the mutual covenants and agreements of the Parties set forth below, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows: ARTICLE 1: DEMISE OF PRENHSES For good and valuable consideration stated herein, the receipt and sufficiency are hereby acknowledged, including but not limited to the performance by Tenant of the terms herein including the construction of improvements described herein,Landlord demises and lets to Tenant, and Tenant leases from Landlord, the Land, including any structures or improvements presently located thereon (collectively, the "Premises"). 1 ARTICLE 2: DEFINITIONS 2.1 In addition to terms defined elsewhere in this Lease, the following terms, for the purposes of this Lease, shall have the meanings set forth below: "Closing" shall have the meaning ascribed to it in Section 6.7. "Commitment" shall have the meaning ascribed to it in Section 6.5. "Cure Period" shall have the meaning ascribed to it in Section 15.1. "Director" shall mean the Director of Parks and Recreation or designee, The"Effective Date"of this Lease for purposes of measuring performance hereunder shall be the sixty-first day after final approval by the Corpus Christi City Council. "Event of Default' shall have the meaning ascribed to it in Section 15.1. "Improvements" means the Regional Sports Complex Improvements defined in Section 8.2 and also the"Other Commercial Improvements" defined in Section 8.4.------ "Laws"shall have the meaning ascribed to it in Section 8.1. "Lease"means this Lease Agreement between the City of Corpus Christi, Texas and SQH Sports & Entertainment, Inc. "New Survey" shall have the meaning ascribed to it in Section 6.5 "Option Term" shall have the meaning ascribed to it in Article 3. "Permitted Exceptions" shall have the meaning ascribed to it in Section 6.5. "Permitted Transfer" shall have the meaning ascribed to it in Article 14. "Preliminary Information" shall have the meaning ascribed to it in Section 6.1. "Premises" shall have the meaning ascribed to it in Article 1. "Renewal Notice" shall have the meaning ascribed to it in Article 3. "Site Plan" is shown on Exhibit D attached hereto and made part hereof. "Survey" shall have the meaning ascribed to it in Section 6.1. "Taking" shall have the meaning ascribed to it in Article 12. "Term" shall have the meaning ascribed to it in Article 3. "Title Company" shall have the meaning ascribed to it in Section 6.4. 2 "Title Defects" shall have the meaning ascribed to it in Section 6.5 "Title Policy" shall have the meaning ascribed to it in Section 6.7. "TLTA"means the Texas Land Title Association. ARTICLE 3: TERM, OPTION TERM This Lease shall be effective as a contract between the Parties as of the Effective Date,with the term hereof("Term") commencing upon the Effective Date and expiring on the last day of the calendar month in which the fortieth (40'') anniversary of the Effective Date occurs, unless terminated as herein provided. Upon the effective date of this Lease, the prior lease between the parties approved by City Council on October 18, 2016 is hereby terminated and replaced by this Lease. Landlord and Tenant may mutually agree to extend the Term by up to four additional periods of five (5) years (each 5-year period referred to as an "Option Term"), upon Tenant delivering written notice of its request to renew (the "Renewal Notice")to Landlord no later than six (6)months,before the expiration of the original forty (40)year Term. Upon Landlord's receipt of Tenant's Renewal Notice,Landlord shall notify Tenant within sixty(60)days whether the Lease will be renewed for an additional Option Term. ARTICLE 4: PERMITTED USE The primary permitted use for this Lease,between Landlord and Tenant,is to enable Lessee to utilize Premises to construct, operate, repair and maintain a regional sports complex within the property described in Exhibit B and Exhibit C, to build sports related tourism by hosting multi- day and multi-sport regional, state and national tournaments and events in effort to increase city hotel occupancy and sales tax revenues. In addition, the secondary permitted use for this Lease, between Landlord and Tenant, is to enable Lessee to construct or cause to be constructed commercial improvements, to be located within the property described in Exhibit A. Such commercial improvements may be used for a sporting attraction, restaurants, hotels, ER centers, convenience stores, and fast food facilities. Tenant has provided a preliminary Site Plan which is attached and incorporated as Exhibit D that includes commercial improvements which have been approved by Director. Tenant shall not use or allow use of the Premises for any other purposes without Director's prior written approval, which approval shall not be unreasonably withheld. Director shall provide such approval within ten (10) business days of submittal by Tenant. If Director fails to respond within such ten (10)business days, then such use is deemed accepted and approved. ARTICLE 5: UTILITIES,TAXES,RENT,AND OTHER PAYMENTS 5.1. Utilities. During the Term Tenant will make all arrangements for obtaining service contracts and shall pay for all utilities (including without limitation electricity, water, gas, sewer and telephone service) and services furnished to, or to be used on, the Premises and/or in connection with the Improvements, and for all service commencement charges and meter reading fees. Such charges and expenses shall be paid by Tenant promptly and without delinquency directly to the utility companies or other entities to which such charges and fees are payable. Tenant shall comply with the Landlord's water conservation measures which are enacted pursuant to City ordinance. All utilities installed by Tenant must be done in compliance with all applicable 3 City Codes and regulations including but not limited to the requirement at Unified Development Code Sections 8.52.F which provides that when property requesting wastewater service is located outside the City limits, the property owner shall agree to annex or sign a contract to annex such property prior to wastewater service being made available. In addition, reimbursement for a lift station installed by Tenant or any other developer shall only be made upon compliance with the Unified Development Code, which requires prior City Council approval of a separate reimbursement agreement prior to start of construction. Per the Unified Development Code, the Tenant's or any other developer's application for reimbursement may not be considered until an amendment to the applicable Master Plan has been approved by the City Council. Eligibility for participation in reimbursement for public improvements such as streets, water, and wastewater shall be subject to existing City codes and ordinances. Upon the approval by the City Council of the amendment to the applicable Master Plan, the parties agree the septic service will not be utilized at the premises. 5.2 Real and Personal Property Taxes. During the Term and any Option Term, Tenant shall pay all real and personal property taxes, if any, levied upon the Premises or the leasehold created by this Lease, levied upon Tenant's personal property on the Land and/or levied upon the Improvements,before the date on which such taxes would be delinquent. 5.3 Rent. In consideration of leasing the Premises, Tenant agrees to pay Landlord, during the Term, and the Option Term as follows: A. Annual rent of$1.00, the receipt of which is hereby acknowledged. B. Additional annual rent(the "Additional Rent")based on the greater of either of the formulas below: i. Two percent (2%) of the Admission Revenues of the Regional Sports Complex, which amount shall not exceed$37,200.00 per year. "Admission Revenues"means all fees charged to enter the Regional Sports Complex. Tenant agrees to furnish to Landlord such reports and other information concerning such Admission Revenues as may be reasonably requested by Landlord on an annual basis; or ii. Additional Rent for that portion of the Land described on Exhibit"E" (the "82.60 Acre Tract") that is outside the 100-year floodplain and is in use solely for the Other Commercial Improvements (the "Net Additional Acreage")which shall be at least 60 acres. Such Additional Rent is calculated as follows: Net Additional Acreage x$15,500 per Acre (appraised value of the 82.60 Acre Tract)x 2%=Additional Rent. The Additional Rent amount per year under this formula will be at least$18,600.00. C. The Additional Rent shall be due annually,however Tenant, at its discretion, may pay the Additional Rent in monthly or quarterly installments. D. Notwithstanding anything this Lease to the contrary, Landlord shall credit against the Additional Rent 100%for the public dedication of the public roadway as outlined in Section 5.4.13 below. Accordingly, the initial Additional Rent shall not begin until Tenant receives such 100% 4 credit. In the event the Net Additional Acreage is reduced at any time during the Lease, including the Option Term then the Additional Rent shall be revised to reflect such reduction. E. Upon the anniversary after the initial Additional Rent has been paid and thereafter at the beginning of each year, the Additional Rent calculations shall be adjusted annually on the anniversary date of this Lease, by an amount which is equivalent to the percent change in the Consumer Price Index (CPI) of the preceding calendar year's (January — December) average, specifically defined as the Consumer Price Index(U.S.Average,All Urban Consumers,All Items) as compiled by the Bureau of Labor Statistics. This means that at the anniversary date after the initial Additional Rent has been paid, and thereafter at the beginning of each year, the Additional Rent will be adjusted on the percent change in the CPI of the preceding calendar year (January— December)or five percent(5%),whichever is less. Should the percentage change in the Consumer Price Index be less than zero,then in such event,the rental obligation shall not be adjusted and the previous Additional Rent shall continue for the next twelve (12) month period. If publication of the Consumer Price Index shall be discontinued, the parties hereto shall thereafter accept the comparable statistics on the cost of living for the City of Corpus Christi, Texas, as they shall be computed and published by an agency of the United States or by the State of Texas or by a responsible financial periodical of recognized authority, then to be selected by the parties hereto. F. Except as otherwise provided in this Lease, the rental obligations of Tenant shall be due and payable as provided in the preceding paragraphs and shall not be affected by circumstances or occurrences, including but not limited to: damages to or destruction of the Premises or any part of them, including improvements; use restrictions or interference with any use of the Premises or the like; claims of Tenant against Landlord;and notice of termination by either Landlord or Tenant. G. Should Tenant fail to pay when due any installment of rental, or any other sum payable to the Landlord under the terms of this Lease,then interest at the maximum legal rate allowed in the State of Texas shall accrue from and after the date on which any such shall be due and payable, and such interest shall be paid by Tenant to Landlord at the time of payment of the sum upon which such interest shall have accrued. 5.4 Other Pavment. As additional consideration for the leasing the Premises, Tenant agrees to: A. Perform all work necessary to relocate the Solid Waste department operation from the Premises to another site designated by the City, and to include all elements as detailed by the Director of Solid Waste Operations; B. Perform all work necessary to design and construct a public roadway generally as detailed in Exhibit D and in conformance with applicable laws and codes including but not limited to City road construction standards and applicable City plans; C. Design and construct a public hike and bike trail on the Premises as generally detailed in Exhibit D and allow public access for use of the trail; D. Allow Landlord the right to use the Regional Sports Complex for City of Corpus Christi sponsored activities that specifically benefit the Corpus Christi community, for example, a sporting event coordinated through the City Parks & Recreation Department ("City Activities") 5 free of any facility rental or admission charge, as follows: one weekday City Activity and one full weekend City Activity. Further, no more than one City Activity may be held within a calendar month and no more than two City Activities may be held during any calendar year; such City Activity shall be scheduled with Tenant at mutually agreeable dates; and E. Maintain the floodway and floodplain areas identified on Exhibit E. "Maintain" means such reasonable care as of an ordinary person would perform owning such property. ARTICLE 6: INSPECTION PERIOD AND CONTINGENCIES 6.1 Preliminary Information. Within five (5) business days following the Effective Date, Landlord shall provide to Tenant the following information in Landlord's possession related to the Premises that may assist Tenant in its inspection of the Premises(the"Preliminary Information"): Special Warranty Deed recorded in the Official Public Records of Nueces County Texas as document 9941343,a survey of the Premises (the"Survey")and the State of Texas Miscellaneous Easement Number ME950040, each of which have been previously received by Tenant. 6.2 Right of Entry; Restoration of Premises and Indemnification by Tenant. Tenant and its consultants and agents are granted and shall have full right of entry upon the Land up to and including the termination date of this Lease as reasonably necessary to perform surveys and otherwise conduct due diligence tests and inspections of the Premises. If this Lease terminates prior to Tenant's construction of the Improvements, Tenant will restore the Land so that the Premises are in substantially the same condition as existed prior to any inspections, surveys and tests performed by or for Tenant as permitted herein. Tenant specifically agrees to defend, indemnify and save and hold Landlord harmless from and against any loss, damage, liability, suit, claim, cost or expense (including reasonable attorneys' fees) caused by the acts of Tenant, its consultants, agents or assigns, in the exercise of such right of entry, which indemnity will survive termination of this Lease. The foregoing restoration obligations and indemnity do not apply to any matters or conditions of the Land merely discovered or uncovered in the course of any inspections, surveys or tests. 6.3 Inspection Period. Tenant shall have until 11:59 p.m. central time on the date that is Sixty (60) days after the Effective Date (the "Inspection Period") in which to complete, at Tenant's expense, any and all physical inspections and other investigations of and concerning the Premises as Tenant, in its sole discretion, may deem appropriate. Tenant's inspections and investigations may include,without limitation,determination by Tenant as to the sufficiency of the Premises with respect to zoning, soil and environmental conditions, utilities, title, licenses, permits, easements and parking in connection with the Intended Use; provided, however, that notwithstanding any provision of this Lease to the contrary, Tenant shall not have the right to undertake any environmental testing beyond the scope of a standard "Phase II" environmental site assessment without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall diligently pursue from the applicable governmental authorities all permits needed for the Intended Use. In the event that the results of the inspections, investigations and evaluations are,in Tenant's sole and absolute discretion,unacceptable to Tenant or Tenant decides, in Tenant's sole discretion, that the Premises is unsuitable for any reason or no reason at all,then Tenant shall not provide the Notice of Election(as hereinafter defined),in which 6 event this Lease shall be terminated, and neither party shall have any further liability under this Lease except for such matters which are expressly designated to survive the termination hereof. 6.4 General Contingencies. Each of the following contingencies shall be satisfied as an express condition to this Lease, unless otherwise noted herein: a. Tenant obtaining at Tenant's expense and prior to the expiration of the Inspection Period all necessary permits and governmental and private party approvals determined by Tenant to be necessary or advisable for the operation of the Premises and Improvements as a Regional Sports Complex b. Prior to the expiration of the Inspection Period, Tenant (ii) obtaining environmental reports satisfactory to Tenant, at Tenant's expense,including but not limited to, acceptable environmental assessment(s), acceptable soil tests, and an acceptable topographical survey, reflecting that there are no recognized environmental conditions or other environmental matters for which remediation is recommended, or with respect to which additional testing needs to be performed or is recommended; and (iii) confirming the Land has legal access as shown on the Site Plan and sufficient for the Intended Use. C. Tenant receiving prior to the expiration of the Inspection Period,at Tenant's expense a commitment for a TLTA leasehold title insurance policy from a title company reasonably acceptable to Tenant(the "Title Company"),with all Title Defects (as defined in Section 6.5 below)being satisfied or waived as provided in Section 7.6 below. In the event that any of the contingencies provided for in this Section 6.4 are not timely satisfied, and Tenant does not provide the Notice of Election (defined in Section 6.6 below), then this Lease shall be terminated and neither Party shall have any further liability under this Lease, except for such matters which are designated to survive the termination hereof. 6.5 Title and Survey Continency. Within thirty (30) days after the Effective Date, Landlord shall furnish Tenant at Tenant's expense with a commitment for a TLTA leasehold title insurance policy from the Title Company, together with complete and legible copies of Landlord's vesting deed and all requirement and exception documents referenced therein (collectively, the "Commitment"). Upon and after the Effective Date, Landlord shall not create or consent to any new document or matter which would affect the title to the Premises without Tenant's express written consent. During the Inspection Period, Tenant may obtain a new ALTA/AGSM Land Title Survey of the Premises from a surveyor reasonably acceptable to Tenant(the"New Survey"). Within forty-five days after Tenant's receipt of both the Commitment, Tenant shall notify Landlord of(i) any liens, encumbrances, exceptions, qualifications or other matters of or affecting title, and (ii) any matters, circumstances, or conditions disclosed by the Survey or New Survey which are not acceptable to Tenant (the "Title Defects"). Landlord shall notify Tenant within ten (10) days following its receipt of the list of Title Defects which, if any, of such Title Defects Landlord will attempt to cure. If Landlord declines to attempt to cure one (1) or more Title Defect(s), Tenant may terminate this Lease by notice in writing delivered to Landlord prior to the expiration of the Inspection Period. If Tenant fails to notify Landlord of Title Defects, or fails to terminate the Lease after giving such notice, the Title Defects, to the extent Landlord declined to 7 attempt to cure, shall be deemed"Permitted Exceptions." In the event Landlord fails to eliminate or otherwise resolve, to the reasonable satisfaction of Tenant, one (1) or more Title Defects that Landlord agreed to attempt to cure in its response to Tenant,then Tenant may either: (i)terminate this Lease; or (ii) waive Tenant's objection(s) to such uncured Title Defect(s) and lease the Premises. In the event of such waiver, all such matters not cured shall be deemed Permitted Exceptions. If at any time after Tenant receives the initial Commitment, Tenant discovers new Title Defects not present in the initial Commitment, Tenant shall have the right to deliver a supplemental notice of such new Title Defects to Landlord within thirty (30) days following Tenant's discovery of such Title Defects. Landlord shall notify Tenant within ten (10) days following its receipt of any supplemental notice of Title Defects which, if any, Landlord will attempt to cure and if Landlord declines to cure, or if Landlord agrees to cure but fails to cure such new Title Defects to Tenant's reasonable satisfaction within thirty (30) days after receipt of Tenant's supplemental notice, then Tenant shall have the right to terminate the Lease (notwithstanding that Tenant may have already delivered the Notice of Election) or Tenant may, in its discretion, waive such objections and continue under the Lease. 6.6 Tenant's Election to Proceed. If Tenant has determined that it does not wish to terminate the Lease in accordance with Section 6.3, Section 6.4 or Section 6.5,it will deliver to Landlord on or before the expiration date of the Inspection Period the executed notice of election attached hereto as Exhibit F (the"Notice of Election"). Tenant's failure to deliver the Notice of Election by such time will be construed as its election to terminate the Lease on the final day of the Inspection Period. 6.7 Closing. If Tenant has not terminated this Lease and the Lease has not been automatically terminated in accordance with Section 6.6, Landlord and Tenant will proceed to close (the "Closing") Tenant's purchase of the leasehold title insurance policy that is the subject of the Commitment (the "Title Policy")within thirty (30) days of the date Tenant delivers the Notice of Election. (a) At the Closing,the Landlord shall duly execute and deliver to the Title Company: (i) any curative documents necessary to cure the Title Defects which Landlord agreed to cure, if any,to the extent not already recorded; and (ii) any documents and instruments required from Landlord under the Commitment as a condition to the issuance of the Title Policy or otherwise reasonably requested by the Title Company. (b) At the Closing, the Tenant shall pay the premium for the Title Policy, and shall duly execute and deliver to the Title Company any documents and instruments required from Tenant under the Commitment from the Tenant as a condition to the issuance of the Title Policy or otherwise reasonably requested by the Title Company. If necessary to conform the legal description of the Land or as otherwise required by the Title Company, the Parties shall also duly execute and deliver at Closing an amendment to this Lease correcting any errors in the legal description. 6.8 Acceptance of Premises Disclaimer: 8 A. TENANT ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS AS MAY EXIST IN, ON, OR UNDER THE PREMISES, INCLUDING BUT NOT LIMITED TO DEBRIS, MULCH, CONCRETE AND CONSTRUCTION MATERIALS LOCATED AT THE PREMISES,AND THAT NEITHER LANDLORD, NOR ANY EMPLOYEE OR AGENT OF LANDLORD, HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. B. TENANT HEREBY WAIVES ANY AND ALL CAUSES OF ACTION, CLAIMS, DEMANDS, AND DAMAGES BASED ON ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF SUITABILITY FOR A PARTICULAR PURPOSE, ANY AND ALL WARRANTIES OF HABITABILITY, AND ANY OTHER IMPLIED WARRANTIES NOT EXPRESSLY SET FORTH IN THIS LEASE. C. TENANT ACKNOWLEDGES AND AGREES THAT TENANT HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH TENANT INTENDS TO USE THE PREMISES, AND IS RELYING ON ITS OWN INSPECTION. TENANT HAS BEEN ADVISED THAT THE LAND CONTAINS FLOODWAYAREAS. D. TENANT ACKNOWLEDGES THAT ANY AND ALL STRUCTURES AND IMPROVEMENTS EXISTING ON THE PREMISES ON THE COMMENCEMENT DATE, IF ANY, ARE ACCEPTED "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY LESSOR WITH RESPECT THERETO. TENANT ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION, STATEMENT OR OTHER ASSERTION BY LANDLORD WITH RESPECT TO ANY EXISTING STRUCTURES OR IMPROVEMENTS,BUT IS RELYING ON ITS EXAMINATION THEREOF. E. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. ARTICLE 7: PERMITTING AND FEES; AND REZONING Subject to Tenant complying with all applicable laws, Landlord agrees to cooperate with Tenant to expeditiously process permits,including plat applications,zoning, site plan applications, building permit applications, building and construction inspections required for the Premises to be in a state of completion. Tenant shall be responsible to pay all applicable application and permitting fees. Landlord agrees to pursue rezoning of Premises for use of the Land as a regional sports complex consistent with this Lease. The parties acknowledge that such requested rezoning may consist of CG2 zoning designations for the Premises. 9 ARTICLE 8: CONSTRUCTION OF IMPROVEMENTS; REPAIRS AND MAINTENANCE; ALTERATIONS AND IMPROVEMENTS 8.1 Construction of Improvements. Tenant shall use good faith efforts,subject to events beyond Tenant's reasonable control which render its performance hereunder commercially impracticable, to construct or cause to be constructed on the Land the buildings and other site improvements needed from time to time and as determined in Tenant's sole discretion (including any monument or pylon signs) for the purposes described herein (collectively, the "Improvements"), subject to the provisions and requirements of this Lease and of all government agencies having jurisdiction thereover.Tenant will perform all construction,including alterations and improvements referenced below in material compliance with all applicable laws, statutes, ordinances, codes, rules, regulations,and directives(collectively,"Laws"),including,but not limited to,the Americans with Disabilities Act, the Military Airport Zoning Ordinance and ordinances of the Airport Zoning Commission,and only after obtaining and maintaining in full force and effect all necessary licenses and permits. The construction and installation of the Improvements by Tenant shall be completed in a good and workmanlike manner. The cost of the Improvements and any fines imposed for failure of Tenant to comply with applicable Laws shall be borne solely by Tenant. 8.2. Specific Improvements for the Regional Sports Complex. Specifically, the "Regional Sports Complex Improvements" are to be located on the land described in Exhibit B and Exhibit C and shall consist of the following: • 11 outdoor fields for soccer, lacrosse, and flag football • 12 baseball/softball diamonds, capable of adjusting for age of participants and particular sport • 10 sand volleyball pits • Concessions at fields and fieldhouse • Children's outdoor play area • Fieldhouse that will host a minimum of 6 full-size basketball courts, 12 volleyball courts, and a cheer area • Outdoor Picnic Area • 5,000 square foot restaurant • Admissions and Administration offices 8.3 Performance Milestones for Regional Sports Complex Improvements. Tenant agrees to complete the following performance milestones by the dates shown below with all dates running from the Effective Date. The determination of Tenant's successful compliance with these Performance Milestones is within the sole determination and discretion of the Director of Parks and Recreation, whose approval shall not be unreasonably withheld. Tenant agrees to provide 10 Director of Parks and Recreation with documentation of completion of each Performance Milestone, subject to review and approval of Director of Parks and Recreation. Failure to timely and successfully complete a Performance Milestones shall be considered an "Event of Default" and subject to further action under Article 15. A. Within six months from the Effective Date, Tenant demonstrates to the satisfaction of the Director of Parks and Recreation that all utilities for the Premises have been approved in accordance with the Unified Development Code and in accordance with this Agreement. B. Tenant secures funding for construction of Regional Sports Complex Improvements listed above within 12 months from the Effective Date. C. Tenant completes final design of all Regional Sports Complex Improvements within 13 months from the Effective Date. D. Tenant begins construction of the Regional Sports Complex Improvements within 18 months from the Effective Date. E. Tenant substantially completes construction of Regional Sports Complex Improvements within 36 months from the Effective Date. F. Tenant begins operations of major components of Regional Sports Complex Improvements within 38 months from the Effective Date. 8.4. Additional Commercial Improvements. Tenant shall construct the "Other Commercial Improvements"to be located on the land described in Exhibit A, which will include but not be limited to the following: • Sporting attraction; • Hotel(s); • ER services; • Restaurants; • Convenience stores; • Fast food outlets 8.5.Performance Milestones for the Other Commercial Improvements. Tenant agrees to complete the following performance milestones by the dates shown below. The determination of Tenant's successful compliance with these Performance Milestones is within the sole determination and discretion of the Director of Parks and Recreation, whose approval shall not be 11 unreasonably withheld. Tenant agrees to provide Director of Parks and Recreation with documentation of completion of each Performance Milestone, subject to review and approval of Director of Parks and Recreation. Failure to timely and successfully complete a Performance Milestones shall be considered an"Event of Default"and subject to further action under Article 15. A. Tenant demonstrates to the satisfaction of the Director of Parks and Recreation that all utilities for the Premises have been approved in accordance with the Unified Development Code and in accordance with this Agreement within 6 months from the Effective Date. B. Tenant secures funding for construction of Other Commercial Improvements listed above within 12 months from the Effective Date. C. Tenant completes final design for the Other Commercial Improvements within 13 months from the Effective Date. D. Tenant begins construction for the Other Commercial Improvements within 18 months from the Effective Date. E. Tenant substantially completes construction of the Other Commercial Improvements within 36 months from the Effective Date. F. Tenant begins operations of major components of the Other Commercial Improvements within 38 months from the Effective Date. 8.6 Performance Milestone Extensions. Notwithstanding anything in this Lease to the contrary,the Parties agree and understand that failure to enter into a mutually agreeable utility line agreement to provide proper utilities to the Premises within six months from the Effective Date shall be grounds for either party to terminate this Lease upon written notice, and at no cost or liability to the other party. Extensions to the above stated performance milestones may be administratively approved by letter agreement signed by the Director of Parks and Recreation. 8.7 Construction at the Premises A. No construction or modifications may be made at the Premises, and no drilling, excavation, or penetration of the soil surface may be conducted at the Premises without the prior written approval of the Director of Parks and Recreation ("Director"), whose approval shall not be unreasonably delayed. Tenant shall not make any additions or alterations to the Premises or to any Improvements without the Director's prior written approval. If approved, Tenant must obtain clearance, in writing, from the City's Risk Management Department ("Risk Management") that the proposed addition or alteration will be covered under the insurance policy in force during the term of this Lease before proceeding with any type of addition or alteration to the Premises or to the Improvements. B. All additions or alterations must be made at Tenant's expense. Tenant must provide proof to the Director of sufficient funds on hand to complete the construction. All additions or alterations installed by Tenant must be repaired or replaced at Tenant's expense and may be removed by 12 Tenant at the expiration or termination of the Lease only if they may be removed without damaging the Premises or any Improvements. All additions or alterations made by Tenant which are not removed at the expiration or termination of this Lease become the property of the City without necessity of any legal action. C. The plans and specifications for all additions or alterations shall be prepared by state- licensed architects or engineers. The Improvements must be designed and constructed to meet American Sports Builder Association guidelines and American Society for Testing Material standards, and all applicable laws, statutes, ordinances, codes, rules, regulations and directives, collectively "Laws",including but not limited to the Americans with Disabilities Act,the Military Airport Zoning Ordinance and ordinances of the Joint Airport Zoning Board. The plans and specifications must be approved in writing by the Director of Capital Programs or designee prior to construction. The plans and specifications must be prepared to ensure that any runoff from the Premises does not negatively impact Oso Creek. The plans and specifications must be in compliance with all current federal and state permits and easements related to Oso Creek,including but not limited to State of Texas Miscellaneous Easement No. ME950040, a copy of which has been provided to Tenant, and also USACE Mitigation Area Permit No. 20186 which is referenced in said Miscellaneous Easement. D. A payment bond is required for construction contracts that exceed$25,000. A performance bond is required for construction contracts that exceed$100,000. The bond(s) shall be made with the City as the obligee. E. Lessee shall ensure that an indemnity clause acceptable to the City is included in all construction contracts. F. All construction contracts must be approved in writing by the Director of Engineering or designee. All construction contracts must include terms regarding the City's ability to inspect, reject and accept the work. G. Tenant shall include in all construction contracts for the Improvements,in large,bold face text: "Contractor does hereby agree to release, indemnify, defend and hold harmless City of Corpus Christi, and all of its officials, officers, agents and employees, in both their public and private capacities, from and against any and all liability, claims,losses, damages, suits, demands or causes of action including all expenses of litigation and/or settlement,court costs and attorney fees which may arise by reason of injury to or death of any person or for loss of, damage to, or loss of use of any property occasioned by error, omission, or negligent act of contractor, its officers, agents, employees, subcontractors, invitees or any other person arising out of or in connection with the performance of the construction contract, and contractor shall at his or her own cost and expense defend and protect the City of Corpus Christi from any and all such claims and demands." H. Tenant shall also require the contractors in all construction agreements for the Improvements to furnish insurance in such amounts as specified in the attached insurance exhibit. 13 8.8 Repairs and Maintenance. Subject to the provisions of Article 11, Tenant agrees that during the Term it will, at its expense and without any expense to Landlord,promptly make all necessary repairs to or replacements of the Improvements and all parking areas, sidewalks, curbs, lawns, lighting,irrigation and landscaping on the Land,and maintain the Premises and the Improvements, in accordance with all applicable Laws,and in good condition and repair. Tenant shall, at all times during the Term, assure that the Premises and the Improvements are in compliance with all applicable Laws. Tenant shall not commit waste with respect to the Premises. The Parties intend that Landlord have no obligation, in any manner whatsoever, to repair and maintain the Premises or the Improvements or any equipment therein or thereon, whether structural or non-structural, during the Term, all of which obligations are imposed on Tenant. 8.9 Alterations and Improvements. After construction of the agreed Improvements as shown on the Site Plan, Tenant may, at its expense and with the prior written consent of Landlord acting through its City Manager (i)make changes or alterations, structural or otherwise, to the Premises and to the exterior and interior of the Improvements; and (ii) erect, construct or install upon the Land buildings and improvements in addition to those now or hereafter located thereon. 8.10 Ownership of Buildings, Improvements, and Fixtures. Any and all buildings, improvements, additions, alterations, and fixtures, except Trade Fixtures (as defined herein), constructed,placed, or maintained on any part of the Premises during the Term shall be considered part of the real property of the Premises and shall remain on the Premises and become the property of Landlord on termination of this Lease. 8.11 Right to Remove Trade Fixtures. Tenant shall have the right at any time during Tenant's occupancy of the Premises, or within a reasonable time thereafter, to remove any and all Trade Fixtures (as defined herein), owned or placed by Tenant, its sublessees or licenses, in or on the Premises, or acquired by Tenant, whether before or during the Term, but prior to the termination of the Lease. Tenant must repair any damage to the Premises to any buildings or improvements on the Premises resulting from such removal. Any such personal property items which are not removed by the termination date of the Lease shall become the property of Landlord as of that date. 8.12 Naming and Other Rights. A. Tenant shall have the full right to provide a name or names for the Rgional Sports Complex during the Term of this Lease; provided, however, that except for city names which are incorporated into the brand name of any nationally or regionally offered product or service (such as, by way of example and not limitation, "Seattle's Best" coffee, or "Boston Market" goods), Tenant shall display no reference to any country or to any city other than the City in any signage, advertising, and other identification monuments or visible media containing the name used by or identifying the regional sports complex facility on the Premises. B. Tenant agrees to use a name for the regional sports complex that is appropriate for a City- owned facility. C. Within thirty (30) days after the Tenant's disclosure to the City of the name of the regional sports complex, the City shall have the right to disapprove and thus prohibit such name for the 14 regional sports complex (including the name for any part of the regional sports complex) if the City Council reasonably deems such name to be in bad taste or offensive to the City's image or a potential source of embarrassment to the City. D. Any advertising, documents or media information prepared by or within the control of Tenant describing any event at the regional sports complex shall identify the City as the location of the regional sports complex. E. Without limiting the foregoing,Tenant shall have the exclusive right to contract with any person with respect to use and enjoyment of such name for the regional sports complex and the exclusive right to enter into such agreements with others whereby such others may display names, logos, trademarks, advertisements, slogans,emblems,brand names, and the like in or about the Premises. F. Tenant reserves the right to change the name of the regional sports complex from time to time. G. Tenant also retains exclusive control over, and the right to grant to others, the rights to broadcasts to and from the Premises,regardless of the medium used(e.g.television,radio,internet, satellite) and all revenues therefrom. H. Any agreement executed by Tenant that sells the right to name the regional sports complex shall provide that should the parry to whom said right has been sold perform or be the subject of any Act of Bankruptcy, Landlord shall have the right to immediately terminate such agreement and have the right to seek a new agreement with respect to the naming rights for the regional sports complex. I. Notwithstanding anything herein to the contrary, the naming rights shall be subject to and subordinate to this Lease Agreement. ARTICLE 9 LIENS Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant, and shall indemnify, protect and hold harmless Landlord from any liens and encumbrances arising out of any work performed or materials furnished by or at the direction of Tenant. If, at any time during the Term, any interest of Landlord or Tenant in the Premises becomes subject to a lien for labor or materials furnished to Tenant in the repair or improvement of the Premises,within thirty(30) days after Tenant's receipt of written notice informing Tenant of the recording of such lien, Tenant shall cause the lien to be bonded or discharged, and shall otherwise defend and hold Landlord harmless on account thereof, provided,however,that if Tenant desires in good faith to contest the validity or correctness of any such lien, it may do so, and Landlord shall cooperate to whatever extent may be necessary, provided only that Tenant shall defend and indemnify Landlord against any costs,loss,liability or damage on account thereof, including reasonable attorneys' fees. The interest of Landlord in the Premises shall not be subject to liens for improvements made by or for the account of Tenant, for which Tenant shall provide due notice to all parties who provide any services or materials with respect to any work on the Premises. 15 ARTICLE 10 INSURANCE AND INDEMNITY 10.1 Tenant's Insurance. Tenant shall obtain,maintain and keep in force,or cause to be obtained, maintained and kept in force, for the period commencing upon delivery of the Premises to Tenant and continuing thereafter during the Term, insurance as required by the attached Exhibit I — Tenant's Insurance Requirements. The City reserves the right to adjust types and amounts of insurance required upon 30 days' written notice. 10.2 Exculpation of Landlord. It is expressly understood and agreed by and between Landlord and Tenant that Landlord shall have no liability for damage or injury to any person or property in, on or about the Premises or the Improvements caused by or resulting from acts or omissions of any tenant, occupant, licensee or invitee of or on the Premises, unless (i) such damage or injury is caused by or results from the negligence or willful misconduct of Landlord or Landlord's agents, employees,representatives, or contractors and(ii) Landlord is responsible for such damage under the Texas Tort Claims Act. Nothing in this Lease shall waive any defenses or immunities available to Landlord. 10.3 Tenant's Indemnification of Landlord. NOTWITHSTANDING THE LIMITS OF INSURANCE SPECIFIED HEREIN, TENANT SHALL INDEMNIFY AND HOLD LANDLORD, ITS OFFICERS, AGENTS AND EMPLOYEES ("INDEMNITEES") HARMLESS OF, FROM, AND AGAINST ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, COSTS, LIABILITIES, EXPENSES, AND JUDGMENTS RECOVERED FROM OR ASSERTED AGAINST INDEMNITEES ON ACCOUNT OF INJURY OR DAMAGE TO PERSON OR PROPERTY TO THE EXTENT ANY DAMAGE OR INJURY MAY BE INCIDENT TO, ARISE OUT OF, OR BE CAUSED, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, BY AN ACT OR OMISSION, NEGLIGENCE, OR MISCONDUCT ON THE PART OF THE INDEMNITEES OR ON THE PART OF TENANT, OR ANY OF TENANT'S AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, VENDORS, PATRONS, GUESTS, LICENSEES, OR INVITEES ("INDEMNITORS") ENTERING UPON THE PREMISES, WITH THE EXPRESS OR IMPLIED INVITATION OR PERMISSION OF TENANT, OR WHEN ANY INJURY OR DAMAGE IS THE RESULT, PROXIMATE OR REMOTE, OF THE VIOLATION BY INDEMNITEES OR INDEMNITORS OF ANY LAW, ORDINANCE, OR GOVERNMENTAL ORDER OF ANY HIND, OR WHEN THE INJURY OR DAMAGE ARISE OUT OF, OR BE CAUSED BY, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, BY AN ACT OR OMISSION, NEGLIGENCE, OR MISCONDUCT ON THE PART OF INDEMNITORS UNDER THIS AGREEMENT. THESE TERMS OF INDEMNIFICATION ARE EFFECTIVE WHETHER THE INJURY OR DAMAGE MAY RESULT FROM THE SOLE NEGLIGENCE, CONTRIBUTORY NEGLIGENCE, OR CONCURRENT NEGLIGENCE OF INDEMNITEES, AND IN ALL CASES WHERE INDEMNITEES' ACTIONS ARE DIRECTLY RELATED TO THE USE OF THE PREMISES,BUT NOT IF THE DAMAGE OR INJURY RESULTS FROM GROSS NEGLIGENCE OR WILFULL MISCONDUCT ON INDEMNITEES. 16 TENANT COVENANTS AND AGREES THAT IF ANY OF THE INDEMNITEES ARE MADE A PARTY TO ANY LITIGATION AGAINST TENANT OR IN ANY LITIGATION COMMENCED BY ANY PARTY, OTHER THAN TENANT, RELATING TO THIS AGREEMENT OR RELATING TO THE PREMISES, TENANT SHALL DEFEND INDEMNITEES UPON RECEIPT OF REASONABLE NOTICE REGARDING COMMENCEMENT OF LITIGATION. 10.4 Tenant's Property. All property belonging to Tenant or its agents, employees, invitees or otherwise and located at or in the Premises or the Improvements shall be kept at the risk of Tenant only, and Landlord shall not be liable for damage thereto or theft,misappropriation or loss thereof and Tenant agrees to defend and hold Landlord and Landlord's agents, employees and servants harmless and indemnify them against third-party claims and liability for injuries to such property. ARTICLE 11. DAMAGE AND DESTRUCTION Except in the case of a casualty loss which occurs in the last two (2) years of the Term or during the Option Term,if the Improvements or any part thereof are damaged or destroyed by fire or other casualty,this Lease shall continue in full force and effect. If, during the last two(2)years of the Term or during the Option Term, any of the Improvements shall be damaged by fire or other casualty to the extent that, in Tenant's reasonable judgment, the Premises are not usable in its damaged condition for the conduct of Tenants business, Tenant may, upon written notice to Landlord, elect to terminate this Lease, in which event all proceeds of the insurance payable in respect for pertaining to the Improvements shall belong to and be paid to Landlord with reduction for any deductible. If Tenant elects to terminate this Lease due to casualty loss which occurs in the last two (2) years of the Term, Tenant shall so notify Landlord within thirty (30) calendar days after the date of such casualty, whereupon this Lease shall terminate as of the later to occur of: (i) Tenant's vacation and surrender of the Premises, and (ii) Landlord's receipt of such termination notice. If Tenant terminates this Lease,Tenant shall not be required to repair any damage resulting from such casualty. If the Improvements are damaged or destroyed by fire or other casualty in years I through 38 of the Lease,or during the Option Term,then the parties will develop a mutually agreed upon schedule for reconstruction of the Improvements at the Premises, which schedule shall take into account sufficient time necessary for third party processing of Tenant's insurance claims. ARTICLE 12. CONDEMNATION 12.1 Complete Taking. If the whole of the Premises and/or Improvements are taken for any public or quasi-public purpose by any lawful power or authority by the exercise of the right of condemnation or eminent domain ("Taking"), then this Lease shall terminate as of the earlier of the date that title vests in the condemnor or the date that the condemnor takes possession of the property so taken ("Date of Taking"). In such event, all charges payable hereunder shall be prorated and paid to the Date of Taking. Installation of City utilities upon or across the Premises does not constitute a Taking for purposes of this Lease. 12.2 Partial Taking Rendering Premises "Untenantable." If a Taking by any lawful power or authority by the exercise of the right of condemnation or eminent domain of a portion of the Premises or Improvements or a portion of any access drive or curb cut adjacent to the Premises 17 necessary,in Tenant's sole but reasonable judgment,for the Intended Use, occurs and such Taking renders the entire Premises and/or Improvements "untenantable," as such term is hereinafter defined,then Tenant shall have the right to terminate this Lease, as of the Date of Taking,by giving written notice of such termination to Landlord within ninety (90) days after the date of Tenant's receipt of notice from the condemnor of the Date of Taking. Installation of City utilities upon the Premises does not constitute a Taking for purposes of this Lease. In the event of termination of this Lease in accordance herewith, all charges payable hereunder shall be prorated and paid to the Date of Taking. For purposes of this Article 12, "untenantable" shall be deemed to refer to a situation in which any Improvement(s) or any parking spaces, driveways or access ways, or other improvements on or included in the Premises, or adjacent to the Premises, that may have been displaced by the Taking cannot, in the sole discretion of the Tenant, be relocated, restored or re- routed upon the portions of the Land that remain after the Taking in a commercially reasonable manner that results in an economically viable operation of the Intended Use, thereby causing the Premises and/or Improvements to be unsuitable for Tenant to carry on the Intended Use as contemplated by this Lease. In the event that a Taking of any portion of the Premises and/or Improvements occurs which renders the entire Premises and/or Improvements"untenantable,"and Tenant fails to terminate this Lease within the time period provided above, then this Lease shall continue in full force and effect. 12.3 Partial Taking Not Rendering Premises "untenantable". In the event of a Taking of any portion of the Premises and/or Improvements which does not render the Premises and/or Improvements "untenantable," as defined above, all charges shall be abated for a reasonable period of time, not to exceed one hundred fifty (150) days after Tenant's receipt of the condemnation award, in order to allow Tenant to make any alterations and/or improvements that in the sole discretion of Tenant are necessary to relocate, restore or re-route any Improvements or parking spaces, driveways or access ways, or other improvements on or included in the Premises which were displaced by the Taking. Following the completion by Tenant of any such improvements,repairs,restoration or alterations to the Premises and/or Improvements that may be necessary as a result of any such Taking, the abatement of charges provided for herein shall cease, and all other charges shall again be assessed against the Premises as provided for hereinabove. Notwithstanding anything to the contrary in the foregoing, Tenant, after Tenant's receipt of the condemnation award, shall have an affirmative obligation to exercise all reasonable efforts in order to perform any construction, repairs, restoration or alterations to the Premises and/or Improvements that may be necessary to relocate, repair, restore or re-route any Improvements or parking spaces, driveways or access ways, or other improvements on the Land that may have been displaced by the Taking, and which can be, in the sole discretion of Tenant, relocated, repaired or re-routed upon the portions of the Premises that remain after the Taking in a commercially reasonable manner that results in an economically viable operation of the Intended Use. 12.4 Allocation of Condemnation Award. The condemnation award payable with respect to any Taking of all or a part of the Land and/or Improvements shall be made available to Tenant to pay for the relocation, re-routing or construction and completion of any replacements,restoration, alterations and improvements, but Tenant shall not be obligated to expend an amount greater than 18 the amount awarded to Landlord and Tenant on account of the taking of the Improvements, exclusive of that portion of the award attributable to the taking of the Land. If the amount awarded to Landlord and Tenant on account of the Taking is not sufficient to permit Tenant to so alter, repair and restore the Premises and/or Improvements, Tenant, at Tenant's discretion, may give notice to Landlord of such deficiency within thirty (30)days after the Date of Taking and Landlord may elect to contribute the amount of the deficiency to the cost of the repair and restoration or to terminate this Lease. Landlord shall notify Tenant of its election within thirty (30) days after the date on which Landlord receives the notice of deficiency from Tenant. If Landlord elects to terminate this Lease,the termination shall be effective as of the Date of Taking and all Rent and other charges payable hereunder shall be prorated and paid to the date of termination. The condemnation award received by Landlord and Tenant shall be otherwise allocated as set forth below. If a Taking of the whole or a part of the Premises and/or Improvements shall occur, then Landlord shall have the unqualified right to pursue its remedies against the condemnor for the full value of Landlord's fee interest and other property interests in and to the Premises and/or Improvements. Similarly, Tenant shall have the unqualified right to pursue its remedies against the condemnor for the full value of Tenant's leasehold interest, moving and relocation expenses, and other property interests in and to the Premises and/or Improvements. If the laws of the State of Texas allow or require the recovery from the condemnor to be paid into a common fund or to be paid to Landlord only, and if such recovery is so paid into a common fund or to Landlord only, then the recovery so paid shall be apportioned between the Parties according to the value of their respective property interests as they existed on the date of the Taking, giving due consideration to the number of years remaining in the Term and the condition of the Improvements and any other improvements on the Land. The provisions of this Section 12.4 shall survive any termination of this Lease pursuant to the provisions of Article 12. ARTICLE 13. BANKRUPTCY If, at any time during the Term, bankruptcy, insolvency or other similar proceedings shall be instituted by or against Tenant,whether or not such proceedings result in an adjudication against Tenant or should a receiver of the business or assets of Tenant be appointed, such proceedings or adjudication shall not affect the validity of this Lease so long as the Rent and the other terms, covenants and conditions of this Lease on the part of Tenant to be performed are performed, and in such event this Lease shall remain in full force and effect in accordance with its terms. ARTICLE 14: ASSIGNMENT AND SUBLETTING Except for a Permitted Transfer(defined herein),Tenant may not assign this Lease or sublet the Premises, in whole or in part, without obtaining the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. Landlord's consent shall not be considered unreasonably withheld or delayed if the proposed transferee's financial net worth is less than that of Tenant. Landlord's failure to approve or disapprove any assignment or sublease request within thirty (30)business days shall be deemed to be Landlord's approval of such request. For purposes of this Lease, a"Permitted Transfer" shall include an assignment of this Lease or a sublease of the Premises, in whole or in part, an entity controlled or majority-owned by Tenant or any successor resulting from a reorganization of, or merger with, Tenant. In the event of a 19 Permitted Transfer,the assignee or sublessee, as applicable, shall assume in writing all present and future obligations of Tenant under this Lease, and upon such assumption the Tenant shall have no further obligations under this Lease other than those that accrued prior to the effective date of the Permitted Transfer. Except in the case of a Permitted Transfer, Tenant shall remain fully liable hereunder for any obligation of Tenant arising under this Lease, whether past, present or future; provided, however, that Tenant's liability shall be limited to obligations of Tenant arising during the initial Term of the Lease (or any remaining Option Term if the assignment or sublease occurs during an Option Term) and Tenant shall have no liability for any obligations arising during a subsequent Option Term elected by the assignee or sublessee. Any assignee or sublessee hereunder shall expressly assume in writing all obligations on Tenant's part to be performed under this Lease from and after the effective date of the assignment or subletting. Notwithstanding anything in this Lease to the contrary, Tenant may enter into any type of sublease,license or any other type of agreements with third parties relating to any retail,equipment supplies, sports medicine, restaurants or any other types of operations in connection with the Intended Use. Tenant agrees to provide the City a copy of any sublease within ten business days of City's request. Tenant agrees to include provisions in any sublease that the City of Corpus Christi is indemnified by Tenant's subtenants in the following form: NOTWITHSTANDING THE LIMITS OF INSURANCE SPECIFIED HEREIN, SUBTENANT SHALL INDEMNIFY AND HOLD CITY OF CORPUS CHRISTI, ITS OFFICERS,AGENTS AND EMPLOYEES ("INDEMNITEES") HARMLESS OF,FROM, AND AGAINST ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, COSTS, LIABILITIES, EXPENSES, AND JUDGMENTS RECOVERED FROM OR ASSERTED AGAINST INDEMNITEES ON ACCOUNT OF INJURY OR DAMAGE TO PERSON OR PROPERTY TO THE EXTENT ANY DAMAGE OR INJURY MAY BE INCIDENT TO, ARISE OUT OF, OR BE CAUSED, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, BY AN ACT OR OMISSION, NEGLIGENCE, OR MISCONDUCT ON THE PART OF THE INDEMNITEES OR ON THE PART OF SUBTENANT, OR ANY OF SUBTENANT'S AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, VENDORS, PATRONS, GUESTS, LICENSEES, OR INVITEES ("INDEMNITORS") ENTERING UPON THE PREMISES, WITH THE EXPRESS OR IMPLIED INVITATION OR PERMISSION OF TENANT, OR WHEN ANY INJURY OR DAMAGE IS THE RESULT, PROXIMATE OR REMOTE, OF THE VIOLATION BY INDEMNITEES OR INDEMNITORS OF ANY LAW, ORDINANCE, OR GOVERNMENTAL ORDER OF ANY HIND, OR WHEN THE INJURY OR DAMAGE ARISE OUT OF, OR BE CAUSED BY, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, BY AN ACT OR OMISSION, NEGLIGENCE, OR MISCONDUCT ON THE PART OF INDEMNITORS UNDER THIS AGREEMENT. THESE TERMS OF INDEMNIFICATION ARE EFFECTIVE WHETHER THE INJURY OR DAMAGE MAY RESULT FROM THE SOLE NEGLIGENCE, CONTRIBUTORY NEGLIGENCE, OR CONCURRENT NEGLIGENCE OF INDEMNITEES, AND IN ALL CASES WHERE INDEMNITEES' ACTIONS ARE DIRECTLY RELATED TO THE USE OF THE PREMISES,BUT NOT IF THE DAMAGE 20 OR INJURY RESULTS FROM GROSS NEGLIGENCE OR WILFULL MISCONDUCT ON INDEMNITEES. SUBTENANT COVENANTS AND AGREES THAT IF ANY OF THE INDEMNITEES ARE MADE A PARTY TO ANY LITIGATION AGAINST TENANT OR IN ANY LITIGATION COMMENCED BY ANY PARTY, OTHER THAN TENANT, RELATING TO THIS AGREEMENT OR RELATING TO THE PREMISES, TENANT SHALL DEFEND INDEMNITEES UPON RECEIPT OF REASONABLE NOTICE REGARDING COMMENCEMENT OF LITIGATION. ARTICLE 15: EVENTS OF DEFAULT; REMEDIES 15.1 Events of Default. The occurrence of any one or more of the following events (each an "Event of Default") shall constitute a default and breach of this Lease by Tenant: If Tenant fails to perform any of Tenant's obligations or breaches any covenant or representation or warranty under this Lease for a period of sixty (60) days after written notice from Landlord(the "Cure Period"). 15.2 Remedies. Upon the occurrence of an Event of Default, and at any time thereafter, at Landlord's option, and without limiting Landlord in the exercise of any other rights or remedies which Landlord may have at law or in equity by reason of such breach, if such Event of Default shall not have been cured during such Cure Period, Landlord may terminate this Lease by giving written notice to Tenant of Landlord's election to so terminate, re-enter the Premises and take possession of the same, and expel or remove Tenant and all other parties occupying the Premises and/or Improvements, and remove all property of Tenant and store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant without being deemed guilty of trespass. In such event, and subject at all times to the law of the State of Texas pertaining to and/or dictating the duty of a landlord to mitigate damages in the event of a tenant's breach of a lease, Landlord shall thereupon be entitled to recover from Tenant all costs to remove Tenant's personal property and return Premises to good condition. ARTICLE 16: QUIET ENJOYMENT AND TITLE AND OPERATIONS AT THE PREMISES 16.1 Covenant of Quiet Enjoyment. Subject to the terms of this Lease, upon paying the Rent and performing the other terms, covenants and conditions of this Lease on Tenant's part to be performed, Tenant shall and may peaceably and quietly have, hold, occupy,possess and enjoy the Premises during the Term. However, Landlord retains the right to use or cross the Premises with utility lines and easements needed for utility or other City operations, including but not limited to water utility pipeline which crosses the Land, and also including but not limited to a right-of-way for Oso Parkway and for the planned hike and bike trail generally depicted on Exhibit D. Landlord 21 must use reasonable judgment in locating the utility lines and easements to minimize damage to the Premises. Landlord exercises these rights without compensation to Lessee for damages to the Premises from installing, maintaining, repairing, or removing the utility lines and easements. In addition, Landlord's vehicles including solid waste vehicles shall have emergency and non- emergency use of roads on the Premises to allow Landlord access through the Premises. In addition, Landlord reserves the right to use the existing Oso Creek crossing(s) on the Premises and also the right to cross the Premises with easements to allow its vehicles to cross through the Premises to access City property. Tenant is advised that no permanent structures can be built over the City water utility lines at the Premises or within the City easements. The City is not responsible for damage to any Improvements caused by City's repairs or maintenance to City water utility lines. 16.2 Right to Possession. Landlord covenants,warrants and represents that: (i) as of the Effective Date, Landlord alone will have the full right to lease the Premises for the Term and as set forth in this Lease, and (ii)the Premises are now unoccupied and tenant-free, and (iii)Tenant shall have at all times during the term absolute,tenant-free possession of the Premises. However,Tenant agrees to allow City to continue its solid waste operations on the Premises until such time as Tenant has completed required relocation of the solid waste operations, or other period mutually agreed upon in writing by the City Manager and the authorized representative of the Tenant. 16.3 Operations of Regional Sports Complex at the Premises. Tenant's use and operations of the Premises shall be in compliance with all applicable Federal, State and local laws and regulations, and permits. Tenant shall ensure that its activities at the Premises shall not negatively impact Oso Creek and shall be not reduce or jeopardize the City's rights provided in State of Texas Miscellaneous Easement No. ME950040. Tenant agrees to comply with the following regarding its operations of the Regional Sports Complex at the Premises. Tenant shall be the exclusive manager and operator of the Regional Sports Complex and shall have the exclusive right to contract for its use during the Term in a manner that will promote and further the purposes for which the Regional Sports Complex has been constructed. Tenant shall do all things and take all commercially reasonable actions necessary for the operation and maintenance of the Regional Sports Complex in accordance with this Lease and in a manner generally consistent with the operation and maintenance of the comparable facilities as of the Effective Date, subject to normal wear and tear. Without limiting the foregoing, Tenant is authorized to and shall: A. charge and collect all operating revenue,parking use charges, concession revenue and seat and suite use charges for the Regional Sports Complex and Premises and, in connection therewith, use all commercially reasonable efforts to obtain all fees, rents and other amounts due from concessionaires and other users of the Regional Sports Complex and Premises, and shall cause notices to be served upon such users to quit and surrender space occupied or used by them where desirable or necessary in the opinion of Tenant and shall ask for, demand, collect and give receipts for all amounts which at any time may be due from any licenses and other users of the Regional Sports Complex and Leased Premises; 22 B.prepare and submit to the Landlord(for its review and comment but not approval) on or before September 30 each year,a renewal and replacement account budget projecting the estimated capital repair work expenditures for the Regional Sports Complex; C. commence, defend and settle in good faith such legal actions and proceedings concerning the operation of the Regional Sports Complex(except for City events)as are necessary or required in the opinion of Tenant and shall retain legal counsel in connection therewith; D. employ,pay and supervise all personnel that Tenant determines to be necessary for the operation of the Regional Sports Complex(such personnel,during the course of such employment shall be employees of Tenant and shall not be employees of Landlord); determine all matters with regard to such personnel, including without limitation, compensation, bonuses, fringe benefits, hiring and replacement and shall prepare, on its own behalf and file when due, all forms, reports and returns required by law relating to the employment of such personnel; E. purchase and maintain all materials, tools, machinery, equipment and supplies deemed necessary by Tenant for the operation of the Regional Sports Complex; F.maintain the Regional Sports Complex in accordance with comparable facilities subject to normal wear and tear, and maintain and operate the Regional Sports Complex in compliance with all requirements necessary for the conduct of all games; G. prepare, coordinate, implement, revise as necessary and administer a preventative maintenance plan and program for the Regional Sports Complex, its machinery and equipment, and provide a maintenance log for each calendar year of this Lease; H. from and after the Effective Date, arrange for and provide all utility and other services for the Regional Sports Complex and pay or cause to be paid when due all charges for water, sewer, gas,light,heat,telephone, electricity, and other utilities and services rendered to or used on or about the Regional Sports Complex; I. maintain or cause to be maintained all necessary licenses,permits and authorizations for the operation of the Regional Sports Complex; J. furnish to the Landlord such reports and other information concerning the condition of the Regional Sports Complex and operation thereof(excluding any financial operating results or other information deemed commercially sensitive by Tenant)as may be reasonably requested from time to time by the Landlord, it being understood, however, that Tenant shall not be required to generate any special reports but rather just make available to Landlord any reports already prepared by Tenant in the normal conduct of its business; K. procure and negotiate contracts with concessionaire(s) for the operation of consumable and/or non-consumable concessions at the Regional Sports Complex (unless Tenant shall self- operate such concessions); and L. control the issuance and issue all credentials for events at the Regional Sports Complex. 16.4 Operation of Other Commercial Improvements at the Premises. 23 Tenant agrees to comply with the following regarding its operations of the Other Commercial Improvements at the Premises. Tenant shall do all things and take all commercially reasonable actions necessary for the operation and maintenance of the Other Commercial Improvements in accordance with this Lease and in a manner generally consistent with the operation and maintenance of the comparable facilities as of the Effective Date, subject to normal wear and tear. Without limiting the foregoing, Tenant is authorized to and shall: A. charge and collect all operating revenue, parking use charges, concession revenue and seat and suite use charges for the Other Commercial Improvements and, in connection therewith, use all commercially reasonable efforts to obtain all fees, rents and other amounts due from concessionaires and other users of the Other Commercial Improvements, and shall cause notices to be served upon such users to quit and surrender space occupied or used by them where desirable or necessary in the opinion of Tenant and shall ask for, demand, collect and give receipts for all amounts which at any time may be due from any licenses and other users of the Other Commercial Improvements; B.prepare and submit to the Landlord(for its review and comment but not approval) on or before September 30 each year,a renewal and replacement account budget projecting the estimated capital repair work expenditures for the Other Commercial Improvements; C. commence, defend and settle in good faith such legal actions and proceedings concerning the operation of the Other Commercial Improvements as are necessary or required in the opinion of Tenant and shall retain legal counsel in connection therewith; D. employ, pay and supervise all personnel that Tenant determines to be necessary for the operation of the Other Commercial Improvements (such personnel, during the course of such employment shall be employees of Tenant and shall not be employees of Landlord); determine all matters with regard to such personnel,including without limitation, compensation,bonuses,fringe benefits, hiring and replacement and shall prepare, on its own behalf and file when due, all forms, reports and returns required by law relating to the employment of such personnel; E. purchase and maintain all materials, tools, machinery, equipment and supplies deemed necessary by Tenant for the operation of the Other Commercial Improvements; F. maintain the Other Commercial Improvements in accordance with comparable facilities subject to normal wear and tear, and maintain and operate the Other Commercial Improvements in compliance with all requirements necessary for the conduct of all games; G. prepare, coordinate, implement, revise as necessary and administer a preventative maintenance plan and program for the Other Commercial Improvements, its machinery and equipment, and provide a maintenance log for each calendar year of this Lease; H. from and after the Effective Date, arrange for and provide all utility and other services for the Other Commercial Improvements and pay or cause to be paid when due all charges for water, sewer, gas, light, heat, telephone, electricity, and other utilities and services rendered to or used on or about the Other Commercial Improvements; 24 I. maintain or cause to be maintained all necessary licenses,permits and authorizations for the operation of the Other Commercial Improvements; J. furnish to the Landlord such reports and other information concerning the condition of the Other Commercial Improvements and operation thereof (excluding any financial operating results or other information deemed commercially sensitive by Tenant) as may be reasonably requested from time to time by the Landlord, it being understood, however, that Tenant shall not be required to generate any special reports but rather just make available to Landlord any reports already prepared by Tenant in the normal conduct of its business; K. procure and negotiate contracts with concessionaire(s) for the operation of consumable and/or non-consumable concessions at the Other Commercial Improvements; and L. control the issuance and issue all credentials for sporting events, if any, at the Other Commercial Improvements. ARTICLE 17: TRADE FIXTURES Anything contained in this Lease to the contrary notwithstanding, Landlord acknowledges, consents and agrees that all furniture, machinery and equipment which are installed or placed in, on or about the Improvements or the Premises by Tenant,its agent,or its tenants or assigns("Trade Fixtures"), whether affixed to the Premises, the Improvements, or otherwise (excluding heating, ventilating, and air conditioning system, and all electrical, mechanical, and plumbing systems and components thereof that constitute an integral part of the Improvements), shall be and at all times remain the property of Tenant or its tenant or assigns and may be removed at any time during the Term or upon the expiration or earlier termination of this Lease,whether or not such Trade Fixtures may be regarded as property of Landlord by operation of law or otherwise. Landlord hereby waives any rights it may have arising under Subchapter B of Chapter 54 of the Texas Property Code with respect to the Trade Fixtures. Tenant shall promptly cause any damage to the Improvements caused by such removal to be repaired at no cost to Landlord, including performing any work that may be required to restore the Improvements to a complete architectural unit, such as, by way of example only, restoring an exterior wall section left open after removal of equipment that theretofore served to complete the wall section. Landlord further agrees that, upon expiration or earlier termination of this Lease, Tenant shall have the right to remove from the Premises and the Improvements all signs and other distinctive features of the business on the Premises and the Improvements. Tenant shall, at its expense,repair any damage caused by such removal. ARTICLE 18: LEASEHOLD MORTGAGE Tenant may encumber by an appropriate Security Instrument its leasehold interest in the Premises, together with all Improvements placed on the Premises by Tenant, as security for indebtedness of Tenant, provided that Tenant shall refrain from encumbering or purporting to encumber, by means of any such Security Instrument or otherwise, the Landlord's fee interest in the Land. Landlord shall cooperate with Tenant and Tenant's lender with respect to any reasonable request to perfect such lender's rights in Tenant's leasehold interest in the Premises. In addition, if Tenant notifies Landlord of the existence of any such Security Instrument, the terms and conditions set forth on Exhibit H attached hereto (the "Mortgagee Protection Provisions") shall 25 be deemed to have been incorporated into this Lease and Landlord shall comply therewith and abide thereby. ARTICLE 19: HAZARDOUS SUBSTANCE OR WASTE 19.1 Definitions. a. "Environmental Laws" means (i) the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"); the Emergency Planning and Community Right-to-Know Act; the Hazardous Materials Transportation Act; the Toxic Substances Control Act; the Occupational Safety and Health Act of 1970; the Federal Water Pollution control Act, the Solid Waste Disposal Act; the Clean Air Act; the Clean Water Act; the Safe Drinking Water Act; the Resource Conservation and Recovery Act (including, without limitation, Subtitle I relating to underground storage tank systems); and the Federal Insecticide, Fungicide and Rodenticide Act, (ii)regulations promulgated under any of the above statutes; (iii) any applicable federal, state or local statute, ordinance, rule or regulation, or any common law, that relates to environmental conditions, human health, industrial hygiene, Hazardous Substances or underground storage tank systems; in each case, as amended; and (iv)the applicable terms and conditions associated with any permit issued to and held by Landlord or Tenant pursuant to any of the foregoing. b. "Governmental Entity" means any federal, state or local governmental authority or regulatory agency, including, but not limited to, any Environmental Agency (defined below). C. "Hazardous Substances," for purposes of this Lease, shall be interpreted broadly to include, but not be limited to, any material or substance that is defined or classified under federal, state or local laws as: (i) a "hazardous substance" pursuant to Section 101 of CERCLA or Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. § 1321, as now or hereafter amended; (ii) a "hazardous waste" pursuant to Section 1004 or Section 3001 of the Resource Conservation and Recovery Act,42 U.S.C. § 6903,42 U.S.C. § 6921,as now or hereafter amended; (iii) a toxic pollutant under Section 307(1)(a) of the Federal Water Pollution Control Act, 33 U.S.C. § 1317(1)(a); (iv) a "hazardous air pollutant" under Section 112 of the Clean Air Act, 42 U.S.C. § 7412, as now or hereafter amended; (v) a "hazardous material" under the Hazardous Material Transportation Act, 49 U.S.C. § 1802(2), as now or hereafter amended; (vi) toxic or hazardous pursuant to regulations promulgated now or hereafter under the aforementioned laws; or(vii)presenting a risk to human health or the environment under other applicable federal, state or local laws, ordinances, or regulations, as now or as may be passed or promulgated in the future. "Hazardous Substances" shall also mean any substance that, after release into the environment and upon exposure, ingestion, inhalation or assimilation, either directly from the environment or directly by ingestion through food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer or genetic abnormalities. "Hazardous Substances" specifically includes, but is no limited to, asbestos, polychlorinated byphenyls (PCBs), petroleum and petroleum-based derivatives, and urea formaldehyde. 26 d. "Release" means any presence, release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances. 19.2 Landlord's Representation and Warranty. Landlord has no actual knowledge of the presence or disposal on the Premises, of any Hazardous Substance. To the best of available records Landlord has no actual knowledge, without inquiry, of any contamination of the Premises from any Hazardous Substance as may have been disposed of or stored on neighboring tracts. 19.3 Tenant Indemnification. Tenant for its part, agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and its managers, employees, and agents harmless from any claims, judgments, damages, penalties, fines, liabilities, losses and costs and expenses which arise during or after the Term from or in connection with the presence of Hazardous Substances introduced by Tenant during the Term and those Hazardous Substances introduced during the Term by any of Tenant's shareholders, directors, officers, partners, members, managers, employees, or agents in, on, under or over the Premises, including the soil, groundwater or soil vapor on or under the Premises, unless the Hazardous Substances are present solely as a result of the negligence or willful misconduct of Landlord, managers, employees, agents, independent contractors, guests or invitees. Without limiting the foregoing, but in addition thereto, Tenant shall be solely responsible for the cleanup of such Hazardous Substances and such remediation of the Premises as may be required under or by virtue of any Environmental Law, and to the extent the cleanup of such Hazardous Substances and remediation of the Premises is required by Environmental Law. Tenant shall undertake and complete such cleanup and remediation in a prompt and diligent manner in accordance with Environmental Law and other applicable Requirements of Law. 19.4 Survivability. Without limiting the generality of the provisions of Section 19.2, Section 19.3, and Section 19.4, each of the representations and warranties, and indemnifications provided herein shall survive the expiration, termination or cancellation of this Lease and shall specifically cover costs and expenses incurred in connection with any investigation of site conditions, and any clean- up, remedial, removal and restoration work required by Environmental Law because of the presence or suspected presence of toxic or hazardous substances,including,without limitation, oil, gas and petroleum products, in, on,under or over the Premises, including the soil, groundwater or soil vapor on or under the Premises. ARTICLE 20: REAL ESTATE COMMISSIONS The Parties represent and warrant to each other that they have not employed nor engaged any brokers, consultants or real estate agents to be involved in this transaction.The representations and covenants contained in this Article 20 shall survive the expiration of the Term (or any extension(s)thereof) or earlier termination of this Lease. ARTICLE 21: NOTICES AND DEMANDS All notices and demands of any kind which either Party may be required or may desire to serve upon the other Party in connection with this Agreement shall be in writing, signed by the Party or its counsel identified below, and shall be served (as an alternative to personal service)by 27 certified mail, overnight courier service or confirmed facsimile transmission during normal business hours (followed promptly by personal service or mailing of a hard copy), at the addresses set forth below: To Landlord: City of Corpus Christi Attn: City Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 Facsimile No.: (361) 826-3839 Telephone No.: (361) 826-3220 To Tenant: SQH Sports&Entertainment Attn.: Derrick Hegmon 16035 University Oak San Antonio,TX 78249 Facsimile No.: (210) Telephone No.: (210) 341-8877 With copy to: Upton, Mickits & Heymann, LLP. Attn.: R. Bryan Stone 802 N. Carancahua, Suite 450 Corpus Christi, TX 78401 Facsimile No.: (361) 884-5291 Telephone No.: (361) 698-8235 Any such notice or demand so served shall constitute proper notice hereunder upon delivery, if personally served,three (3) business days following deposit with the United States Postal Service if mailed, or one (1) business day following deposit with an overnight courier if couriered, or by confirmation of receipt of the facsimile if faxed. If the time period by which any notices, acts or payments required hereunder must be delivered, performed or paid expires on a Saturday, Sunday or legal holiday, then such time period shall be automatically extended to the close of business on the next business day. Telephone numbers have been included in this Article 22 as a matter of convenience and imply no obligation or right to give or receive notice other than in writing as required by this Lease. ARTICLE 22: GENERAL PROVISIONS 22.1 Binding on Successors. All of the covenants, agreements,provisions and conditions of this Lease shall inure to the benefit of and be binding upon the Parties hereto, their successors, legal representatives and assigns. 22.2 Severability. If any term or provision of this Lease or the application thereof to any person or circumstance shall be invalid or unenforceable, to any extent, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the maximum extent permitted by law. 28 22.3 Entire Agreement. This Lease and the exhibits attached hereto contain the entire agreement between the Parties concerning the subject matter hereof, and shall not be modified in any manner except by a document executed by the Parties hereto or their respective successors in interest. 22.4 Captions. The captions used in this Lease are inserted as a matter of convenience only, and in no way define, limit or describe the scope of this Lease or the intentions of the Parties hereto, and shall not in any way affect the interpretation or construction of this Lease. 22.5 No Waiver. A waiver by Landlord or Tenant of any breach of any provision of this Lease shall not be deemed a waiver of any breach of any other provision hereof or of any subsequent breach by Tenant or Landlord of the same or any other provision. 22.6 Holdover. If Tenant holds over after the Term with the express consent of Landlord, such holding over shall be construed to be a tenancy from month-to-month only. The foregoing provision shall not affect Landlord's right of reentry or any rights of Landlord hereunder or as otherwise provided by law. 22.7 Time of Essence. Except as specifically provided to the contrary herein,time is of the essence with regard to every provision of this Lease and the exhibits attached hereto. 22.8 Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Texas. 22.9 Counterparts. This Lease may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same document. 22.10 No Third Party Rights. The terms and provisions of this Lease shall not be deemed to confer any rights upon,nor obligate any Party hereto to, any person or entity other than the Parties hereto. 22.11 Interpretation. Each Party has had the opportunity to participate in the negotiation and drafting of this Lease and has had the opportunity to have the Lease reviewed by its own legal counsel. The rule of interpretation requiring that any ambiguities be interpreted against the drafting party shall not apply to this Lease. 22.12 Short Form Lease. The Parties shall execute and record within five (5) business days following the Effective Date a short form of this Lease, substantially in the form attached hereto as Exhibit G(the"Memorandum"). In no event shall this Lease be recorded in its entirety. In the event this Lease should terminate as a result of a failure of any contingency or as a result of Tenant's election not to give the Notice of Election,Tenant agrees to promptly deliver to Landlord a termination of the Memorandum as necessary to provide record notice that this Lease has terminated. If necessary to conform the legal description of the Land or as otherwise required by the Title Company, the Parties shall duly execute and deliver at Closing an amendment to the Memorandum correcting any errors in the legal description. 22.13 Estoppel Certificates. Landlord and Tenant agree that, within fifteen (15) business days after receipt of a written request from either to the other, the Party receiving the request will execute and deliver to the other a certificate in form and substance mutually acceptable to the 29 Parties certifying: (i) that this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the modifications and that,as so modified,this Lease is in full force and effect; (ii) the date to which the Rent and other charges hereunder are paid in advance, if any; (iii) the then-scheduled expiration date of the Term and the duration of any unexercised, unexpired Option Term; (iv)that, to the certifying Party's knowledge, as of the date of the certificate, there are no uncured defaults hereunder on the part of the requesting Party or specifying such defaults as are claimed by the certifying Party; and (v) as to such other matter as may be reasonably requested by the requesting Party. 22.14 Due Authorization. Each person executing this Lease on behalf of Landlord and Tenant, respectively, warrants and represents that the Party for whom he or she is acting has been duly formed, is in good standing, and has duly authorized the transactions contemplated herein and the execution of this Lease by him or her and that,when so executed,this Lease shall constitute a valid and binding obligation of the Party on whose behalf it is so executed. 22.15 Relationship of Parties. Nothing contained in this Lease shall be deemed to create a partnership or joint venture between Landlord and Tenant, and Landlord and Tenant's relationship in this Lease shall be deemed to be one of landlord and tenant only. 22.16 Authorization. Tenant hereby acknowledges, confirms and agrees that it is a duly incorporated corporation in accordance with the laws of the State of Texas and that it is in good standing under the laws of its state of incorporation. Tenant further acknowledges, confirms and agrees that it has been authorized by all necessary corporate action to enter into this Lease, that the entry into this Lease by Tenant and performance of all obligations to be performed by Tenant hereunder will not violate the terms of any governing documents of the Tenant, or any other agreements or arrangements to which the Tenant may be a party, and that the individual executing this Lease on behalf of the Tenant is duly authorized to do so. Landlord hereby acknowledges, confirms and agrees that it is a duly created and existing municipal corporation and home rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Lease. 22.17 Incorporation of Exhibits. All exhibits attached to this Lease are hereby incorporated herein as though set forth in full in this Lease itself. 22.18 Anti-Terrorism Warranties. Landlord represents and warrants that Landlord is not, and shall not become,a person or entity with whom Tenant is restricted from doing business with under regulations of the Office of Foreign Asset Control ("OFAU) of the Department of the Treasury (including,but not limited to, those named on OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transaction or be otherwise associated with such persons or entities. Tenant represents and warrants that Tenant is not, and shall not become, a person or entity with 30 whom Landlord is restricted from doing business with under regulations of OFAC of the Department of the Treasury (including, but not limited to, those named on OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transaction or be otherwise associated with such persons or entities. 22.19. Disclosure of Interests. Tenant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure oflnterests form as part of this contract. Lessee agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this contract. For more information,please review the information on the Texas Ethics Commission website at https://www.ethics.state.tx.us. Lessee agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 22.20 Publication. Tenant shall pay costs to publish this Lease Agreement as required by the City Charter. [SIGNATURE PAGE FOLLOWS] 31 IN WITNESS WHEREOF, the Parties have executed this Lease Agreement to be effective as of the Effective Date defined above. LANDLORD: CITY OF CORPUS CHRISTI, a home-rule municipal corporation Attest: Name: Title: City Secretary CITY OF CORPUS CHRISTI By: Name: Title: City Manager Date: TENANT: SQH SPORTS & ENTERTAINMENT, INC., a Texas corporation By: Name: Title: Date: 32 EXHIBIT A To be inserted: Metes and Bounds for original 67.69 acre tract EXHIBIT B To be inserted: Metes and bounds for 30.22 acre tract EXHIBIT C Metes and bounds for additional 105.39 acre tract [to be inserted] EXHIBIT D NEW SITE PLAN TO BE INSERTED EXHIBIT E 82.60 Acres Outside of the One Hundred-Year Floodplain EXHIBIT F NOTICE OF ELECTION 52018 City of Corpus Christi Attn: City Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 Re: Ground Lease dated , 2016 ("Lease") by and between City of Corpus Christi ("Landlord") and SQH Sports & Entertainment, Inc. ("Tenant") Gentlemen: The undersigned is the Tenant under the Lease, and we are providing this notice to you that we have satisfied or waived all the contingencies set forth in Article 6 of the Lease to be satisfied before the expiration of the Inspection Period; provided, however, and notwithstanding the foregoing, the Tenant does not waive its right to terminate the Lease under Section 6.5 of the Lease. Capitalized terms not defined in this notice have the same meanings given to them in the Lease. Very truly yours, SQH SPORTS & ENTERTAINMENT, INC. By: Name: Title: EXHIBIT G MEMORANDUM OF LEASE Prepared By/Return To: R.Bryan Stone Upton,Mickits&Heymann,LLP 802 N.Carancahua,Suite 450 Corpus Christi,Texas 78401 MEMORANDUM OF LEASE STATE OF TEXAS ) )SS: COUNTY OF NUECES ) This Memorandum of Lease is made the day of , 2018, by and between CITY OF CORPUS CHRISTI, a home rule city, ("Landlord'), and SQH SPORTS & ENTERTAINMENT,INC., a Texas corporation, ("Tenant'). RECITALS: For good and valuable consideration, Landlord has leased to Tenant and Tenant has leased from Landlord certain real property situated in Corpus Christi,Nueces County, Texas, and certain rights appurtenant thereto, more particularly described on attached Exhibit A ("Premises") pursuant to that certain Lease Agreement dated effective 2018 (the "Effective Date"). The Lease provides for the following: 1. The Term of the Lease commenced on the Effective Date and will expire at midnight on the fortieth (40th) anniversary of the Effective Date as defined in the Lease. 2. Landlord and Tenant may mutually agree to extend the term for one (1) additional period of twenty (20)years. 3. Landlord agrees that from and after the Effective Date, Tenant may use the Land for the construction and operation of a Regional Sports Complex and any and all purposes related thereto. This Memorandum is not a complete summary of the Lease. Provisions in this Memorandum shall not be used to interpret the provisions of the Lease, and,in the event of conflict between this Memorandum and the Lease, the Lease shall control. IN WITNESS WHEREOF, the Landlord has executed and delivered this Memorandum of Lease as of the date stated above. LANDLORD: CITY OF CORPUS CHRISTI, a home-rule municipal corporation Attest: Name: Title: City Secretary CITY OF CORPUS CHRISTI By: Name: Title: City Manager THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me this day of ) 2016, by of City of Corpus Christi, a home-rule municipal corporation, on behalf of said corporation. NOTARY PUBLIC, STATE OF TEXAS My Commission Expires: IN WITNESS WHEREOF, the Tenant has executed and delivered this Memorandum of Lease as of the date stated above. TENANT: SQH SPORTS &ENTERTAINMENT,INC., a Texas corporation By: Name: Title: THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me this day of 52018, by of SQH SPORTS & ENTERTAINMENT, INC., a Texas corporation, on behalf of said corporation. NOTARY PUBLIC My Commission Expires: EXHIBIT H MORTGAGEE PROTECTION PROVISIONS "Collateral"shall mean: (i)the Lease;(ii)all or any part of Leasehold Interest,the Improvements; and/or (iii) fixtures or other items of personal property on the Premises; that are subject to a Mortgage. "Improvements" shall mean the Improvements, as such term is defined in the Lease. "Incurable Defaults"shall mean Events of Default that cannot be cured by the payment of money or through the exercise of reasonable diligence. "Lease" shall mean the Lease to which this Exhibit is attached. "Leasehold Interest" shall mean the rights, title, estate, and interests of Tenant: (i) under the Lease; and (ii) in and to the Premises. "Mortgage" shall mean: (i) a mortgage,pledge, or grant of security interest granted by Tenant in all or any part of: (A) the Lease; (B) all or any part of the Leasehold Interest, the improvements; and/or (C) fixtures or other items of personal property on the Premises; and/or (ii) a collateral assignment of the Lease and/or the Leasehold Interest. "Mortgagee" shall mean a holder of a Mortgage, and all successors and assigns of such holder. "Mortgagee Cure Period" shall mean the period that commences upon the Event of Default and expires on the date that is ninety (90) days after the later of. (i)the expiration of the applicable notice and/or cure period under the Lease or this Exhibit; or(ii)receipt of the Mortgagee Notice. "Mortgagee Notice"shall mean a copy of any notice or demand required or permitted to be made or delivered by Landlord to Tenant. "Mortgagee Remedies" shall mean: (i) obtaining possession of all or any part of the Collateral; (ii) obtaining a receiver for all or any part of the Collateral; (iii) foreclosing a Mortgage and effecting a foreclosure sale of all or any part of the Collateral; (iv) enforcing a Mortgage and effecting: (A) an assignment of the Lease and/or the Leasehold Interest; and/or(B) a transfer of all or any part of the other Collateral; or(v) otherwise acquiring and transferring all or any part of the Collateral. "Permitted Termination"shall mean a termination of the Lease in accordance with the terms and conditions of this Exhibit, after the rights of all Mortgagees under Sections 1 and 2 of this Exhibit have expired. "Replacement Lease" shall mean a replacement of the Lease entered into by and between Landlord and the Replacement Tenant upon: (i) the purported termination of the Lease by Landlord; and (ii) a request by the Replacement Tenant in accordance with the terms and conditions of this Exhibit; which lease shall be: (i) effective as of the date of the purported termination; and (ii) upon the same terms and conditions in effect under the Lease on the date of the purported termination. "Replacement Tenant" shall mean a Mortgagee that requests the execution of a Replacement Lease in accordance with the terms and conditions of this Exhibit, its designee, or the purchaser of the Lease and/or the Leasehold Interest at a foreclosure sale. 1. Mortgagee Rights. During all such times as there is a Mortgage outstanding, and until Landlord has received written notices from each Mortgagee that its Mortgage has been satisfied or otherwise released, the following terms and conditions shall apply: (a) Tenant or each Mortgagee shall deliver written notice to Landlord when a Mortgage becomes effective, which notice shall: (i) identify the Mortgagee with respect to such Mortgage; and (ii) set forth the notice address for the Mortgagee with respect to such Mortgage. (b) Landlord shall deliver to each Mortgagee, at its notice address and in accordance with the terms and conditions of the Lease, a Mortgagee Notice. No notice or demand delivered by Landlord to Tenant shall be effective, unless and until a Mortgagee Notice is served upon all Mortgagees in accordance with the terms and conditions of this Section. (c) If there is an Event of Default with respect to the failure to pay money,then: (i) each Mortgagee shall have the right to remedy the Event of Default or cause the Event of Default to be remedied, until the date that is forty-five (45) days after the latest of: (A)the expiration of the applicable notice and/or cure period under the Lease; or (B)receipt of the Mortgagee Notice; and(ii) Landlords acceptance of performance by any Mortgagee as performance by Tenant. (d) If there is an Event of Default with respect to any obligation other than the failure to pay money,then: (i) each Mortgagee shall have the right to remedy the Event of Default or cause the Event of Default to be remedied until the expiration of the Mortgagee Cure Period; and(ii) Landlord shall accept performance by any Mortgagee as performance by Tenant. Notwithstanding any other term or condition of the Lease or this Exhibit, Landlord shall not exercise any of its rights and remedies under the Lease with respect to such Event of Default, if: (i)within the first sixty (60) days after receipt of the Mortgagee Notice, a Mortgagee notifies Landlord of its intention to cure the Event of Default; and (ii) within the first seventy-five(75)days after receipt of the Mortgagee Notice,the Mortgagee: (A) commences a cure of the Event of Default and diligently pursues such cure to completion; or (B) commences the exercise or pursuit of one or more of the Mortgagee Remedies, and: (1) after commencement of the exercise or pursuit of the selected Mortgagee Remedies, diligently exercises or pursues such Mortgagee Remedies; provided that, if the Mortgagee has commenced the exercise or pursuit of the selected Mortgagee Remedies within seventy-five (75) days after receipt of the Mortgagee Notice, and continues such exercise or pursuit, then, for a period of six (6) months after the date on which the Mortgagee commenced the exercise or pursuit of the selected Mortgagee Remedies, which period shall be extended as reasonably required by the Mortgage, such exercise or pursuit by the Mortgagee shall be deemed to be diligent; and(2) after obtaining or effecting the selected Mortgagee Remedies, commences a cure of the Event of Default and diligently pursues such cure to completion. The Mortgagee Cure Period shall be extended for the duration of any period when Landlord is prohibited under this Subsection from exercising its rights and remedies with respect to an Event of Default. 2. Replacement Lease. Notwithstanding anything to the contrary set forth in the Lease, if: (i) Landlord purports to terminate the Lease for any reason; and (ii) within ninety (90) days after the date of such purported termination, a Mortgagee requests that Landlord enter into a replacement lease with respect to the Premises, then Landlord shall enter into the Replacement Lease with the Replacement Tenant. Upon the execution of the Replacement Lease, the Replacement Tenant shall pay or cause to be paid to Landlord all amounts owing from Tenant to Landlord under the Lease, if any. Promptly after the execution of the Replacement Lease, the Replacement Tenant shall: (i) commence a cure of any other uncured Events of Default that can be cured: (A) by the payment of money; or (B) by the Replacement Tenant through the exercise of reasonable diligence; and (ii) diligently pursue such cure to completion; provided that the Replacement Tenant shall not be: (i)required to cure any Incurable Defaults; (ii)liable for or,with respect to, any Incurable Defaults; or (iii) liable for any damages, losses, or expenses (including, without limitation, attorneys' fees), incurred by Landlord in connection with any uncured Events of Default that existed before, or at the time of,the purported termination. If a Replacement Lease is executed,then, at the election of the Replacement Tenant: (i)the purported termination shall be deemed to be void and unenforceable, and shall have no force or effect as of the moment Landlord first acted to affect the purported termination; and (ii)the Replacement Lease shall be deemed to be a continuation and supplement of the Lease for all purposes. 3. Amendments. During all such times as there is a Mortgage outstanding, no amendment, modification, supplement, surrender, cancellation, or termination of the Lease shall be effective, unless all Mortgagees consent in writing to the amendment, modification, supplement, surrender, cancellation, or termination of the Lease; provided that a Permitted Termination shall be effective. Any attempted amendment, modification, supplement, surrender, cancellation, or termination of the Lease without the consent of all Mortgagees, other than a Permitted Termination, shall be void and unenforceable, and shall have no force or effect. If, in connection with any attempts by Tenant to obtain mortgage financing from a prospective mortgagee, such prospective mortgagee requires reasonable amendments, modifications, or supplements of or to the Lease as a condition to closing such financing, then Tenant and Landlord shall execute an lease amending, modifying, or supplementing the Lease as required by the mortgagee; provided that such amendments, modifications, or supplements shall not: (i)materially adversely affect Landlord, or the rights of Landlord under the Lease, in any material respect; or(ii)reduce any obligations of Tenant under the Lease in any material respect. 4. Default Cures. No term or condition of the Lease or this Exhibit shall be deemed to: (i)require any Mortgagee to satisfy any obligation of Tenant under the Lease, or cure any breach by Tenant of its obligations under the Lease; or (ii) otherwise make any Mortgagee liable for any such breach; except as expressly provided in Section 2 of this Exhibit after a Mortgagee becomes the Replacement Tenant; provided that, if there are multiple Mortgages outstanding, then only the Mortgagee that becomes the Replacement Tenant may be: (i)required to satisfy any obligation of Tenant under the Lease, or cure any breach by Tenant of its obligations under the Lease; or (ii) otherwise liable for any such breach; and then only to the extent of the express provisions set forth in Section 2 of this Exhibit. EXHIBIT I TENANT'S INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS L TENANT'S LIABILITY INSURANCE A. Tenant must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Tenant must not allow any subcontractor,to commence work until all similar insurance required of any subcontractor has been obtained. B. Tenant must furnish to the City's Risk Manager and Parks and Recreation Director one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property Damage cancellation, non-renewal, material change Per occurrence - aggregate or termination required on all certificates and policies. COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence including: $2,000,000 Aggregate 1. Commercial Broad Form 2. Premises—Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY (including) $1,000,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS'S COMPENSATION Statutory and complies with Part II of this (All States Endorsement if Company is not Exhibit. domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Tenant must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Tenant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance,Division of Workers' Compensation. An All States Endorsement shall be required if Tenant is not domiciled in the State of Texas. B. Tenant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Tenant's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Tenant shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Tenant agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation,non-renewal,material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Tenant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Tenant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Tenant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Tenant to stop work hereunder, and/or withhold any payment(s)which become due to Tenant hereunder until Tenant demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Tenant may be held responsible for payments of damages to persons or property resulting from Tenant's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Tenant's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. L It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2016 Insurance Requirements Parks & Recreation Regional Sports Complex 09/09/2016 my Risk Manageme JEXHIBIT 'A' Regional Youth Sports Complex Lease Area STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 67.69 Acres of land out of the North 100 Acres of the Bertha Morgan Homestead Tract, Fractional Section D,Laureles Farm Tracts as Recorded in Volume 3,Page 15 of the Map Records of Nucces County,Texas. This 67.69 acre tract being more fully described by metes and bounds as follows: Beginning at a Found 1"Iron Pipe on the east boundary line of the F.V.Arnim 215.54 acre tract, said Section D, for the southwest corner of said north 100 acres of the Bertha Morgan Homestead Tract,being the southwest corner of this tract; Thence,North 18°04'02"East partially along the common boundary line of said F.V. Arnim Tract and the west boundary line of said Bertha Morgan Homestead Tract,at 1,574.61 feet pass a Found 34"Iron Pipe, in all a distance of 2,149.63 feet to a Set 5/8 inch iron rod with City of Corpus Christi cap set for the northwest comer of this tract; Thence,North 89°46'30"East a distance of 216.16 feet to a Point on the edge of a brush line; Thence,generally along said brush line the following courses and distances: South 14°51'15"East a distance of 46.96 feet,South 38°26'06"East a distance of 168.96 feet,South 52'59'11"East a distance of 325.99 feet,South 00°50'01"East a distance of 161.95 feet,North 89°08'32" East a distance of 842.19 feet to a 5,8 inch iron rod with City of Corpus Christi cap set for the northeast corner of this tract; Thence,South 06°08'29"West along the westerly boundary line of land of David L.Galloway as recorded in Volume 2207, Page 982 of the Deed Records of Nueces County,Texas,a distance of 634.09 feet to a Set 5/8 inch iron rod with City of Corpus Christi cap; Thence,South 04°02'31"East continuing along the westerly boundary line of land of said David L.Galloway a distance of 122.30 feet to a Set 5/8 inch iron rod with City of Corpus Christi cap; Thence,North 85°52'29"East continuing along the southerly boundary line of land of said David L.Galloway a distance of 68.05 feet to a Set 5./8 inch iron rod with City of Corpus Christi cap on the westerly right-of-way line of State Highway 286, a non-tangent curve concave to the southeast having a radius of 5,925.58 feet,a length of 77.76 feet,and a chord of South 18116'00"West a distance of 77.76 feet; Thence,with said circular curve and said right-of-way an arc distance of 77.76 feet to a Point; Thence,South 17°53'29"West continuing along said right-of-way a distance of 709.98 feet to a Found 5/8 inch iron rod,being the southeast corner of this tract; Thence,South 89115'39"West along the northerly boundary line of land of the Coastal Bend Community Foundation as recorded in Document Number 2012001980 of the Official Public Records of Nueces County,Texas, a distance of 1,870.98 feet to the Point of Beginning and containing 67.69 acres of land. C Uu n.ssdla Do-ts puke Rqw�ISpomComptmXReglanalSpofuwComplex dau rapt:I ar: EXHIBIT 'A' Bearings based on the Texas Stale Plane Coordinate System, South'Lone,NAD 83 as per shoreline survey of a 308.99 Acre Tract by Davis Pyle RPLS 4700 dated 05 26 1993. STATE OF TEXAS COUNTY OF NUECES 1, Russell D.Ochs,a Registered Professional Land Sur%eyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on(lie ground under my supervision. This the 19'x' day of July,20166A �t Oct RUSSELL Russell D.Ochs,R.P.L.S. .A z4l State of Texas License No. 5241 <',q .'CzSS%a%�.�O�c • � SUR`l C t;Kn u db pocumem puke Regwml5poTuComplcx Reglonal5pocuwComolex docx pa,ye 1 r: _ EXHIBIT 'N 9'46'300E _ BEARINGS ARE BASED ON THE TEXAS S14'5115-F COORDINATE SYSTEM. SOUTH ZONE. NAD 83 CITY OF 216.16 46.96 AS PER SHORELINE SURVEY OF A 308.99 ACRE CORPUS CHRISTI, TX TRACT BY DAVID PYLE RPLS 4700 DATED DOC. #941343 O.P.R.N.C,T. �d+�e36, 05/26/1993. �� OSO CREEK ON `�?S 91I. v1 99• F S DAVID L. GALLOWAY rp gj VOL. 2207, PG. 982 cri o D.R,N,C.T. FOUND 3/4" � N89'08'32'E IRON PIPE 842,19, SET 5/8' IRON ROD 3 c► .41 'rF APop Ofto � N 2 LEASE AREA SO4.02'31'E 122.30' 67,69 ACRES N85.52'29'E 68.05' CHORD =S18'16'00'W 77.76' e R = 5,925.58' 3 L = 77.76' Co �� QJ POINT OF BEGINNING FOUND 1" IRON PIPE. FOUND 5/8' IR❑N ROD. �Q S89.15'39'W PL 1870.98' Z COASTAL BEND COMMUNITY FOUNDATION /Iii DOC. #2012001980 ❑.P.R.N.C.T. f� MAP TO ACCOMPANY FIELD NOTES. 300 0 300 600 0 — SET 5/8" IRON ROD. M.R.N.C.T. — MAP RECORDS OF Scale In Feet NUECES COUNTY, TEXAS. LEASE AREA FOR zSFN CITY of CORPUS CHRISTI, TEXAS REGIONAL YOUTH SPORTS COMPLEX OWNER: CITY OF CORPUS DOC. #941343 O.P.R.N.C.T. R PUBLIC WORKS — ENGINEERING BEING A TRACT OF LAND CONTAINING 67.69 ACRES OUT OF SURVEY ACIMIY - 361-826-3500 THE NORTH 100 ACRES OF THE BERTHA MORGAN HOMESTEAD vaft 06/2;/16 CT. FRACTIONAL SECTION D. IAURELES FARM TRACTS AS &am A k Dem onn`1 AV-YOVIf��'� RECORDED IN VOLUME 3, PAGE 15, MAP RECORDS OF Chdid W. a nE9M NUECES COUNTY. TEXAS. a Joet M=44L YOM WOM Ca"" 5+w r OF t EXHIBIT Regional Youth Sports Complex Lease Area 30.22 Acres STATE OF TEXAS COUNTY OF NUECES Fieldnotes for a tract of land containing 30.22 acres out of the North 100 acres of the Bertha Morgan Homestead Tract, Fractional Section D, Laureles Farm Tracts as recorded in Volume 3,Page 15, Map Records of Nueccs County,Texas. Commencing at a found I"iron pipe on the east boundary line of the F.V. Arnim 215.54 acre tract, said Section D, for the southwest comer of said North 100 acres of the Bertha Morgan Homestead Tract; Thence,North 18°04'02"East,partially along the common boundary line of said F. V.Arnim Tract and the west boundary line of said Bertha Morgan Homestead Tract,at 1,574.61 feet pass a found 3 4"iron pipe, in all a distance of 2,149.63 feet to a set 5/8 inch iron rod with City of Corpus Christi cap; Thence, North 89°46'30"East a distance of 216.16 feet to a 5 8 inch iron rod with City of Corpus Christi cap set on the edge of a brush line for the Point of Beginning and corner of this tract; Thence,with the westerly boundary of this tract,generally along said brush line,the following courses and distances: North 14°5 PI 5"West,a distance of 344.94 feet; North 13°33'21" East,a distance of 389.66 feet; North 25°21'35"West,a distance of 191.92 feet; North 74°18'01" West,a distance of 455.38 feet; North 87°28'10" West,a distance of 510.00 feet to the south bank of the Oso Creek,the bed of which is owned by the State of Texas, for the northwest comer of this tract; Thence, with the meanders of said south bank of Oso Creek,same being the gradient between this tract and said bed of Oso Creek,as shown on the shoreline survey of a 308.99 Acre Tract by David Pyle, RPLS 4700,dated 05/26/1993, the following courses and distances: North 64°05'50"East,a distance of 122.32 feet; North 79°54'20" East,a distance of 256.63 feet; North 87°32'18" East,a distance of 504.56 feet; South 77°01'42" East,a distance of 282.44 feet; South 63°02'27" East,a distance of 268.34 feet; South 53°19'17" East,a distance of 181.07 feet; South 47°28'03" East,a distance of 74.20 feet; South 27°50'00" East,a distance of 154.42 feet; South 19'19'27" East,a distance of 244.78 feet; South 20°24'51" East,a distance of 255.95 feet; South 23°44'43" East,a distance of 215.04 feet; South 31°44'18" East,a distance of 362.77 feet; South 38°38'17" East,a distance of 121.94 feet; South 51°13'00" East,a distance of 100.68 feet to a point on the west boundary of land of David Galloway,as recorded in Volume 2207,Page 982, Deed Records of Nueccs County,Texas, for the northwest corner of said Galloway tract and a comer of this tract; K Engmeamg Suney PROTECTS JN-S OUTII SPORTS COMPLEX_015 dug R"wI5pon3Compjr%-FN-30 22 ACRES DOC P I - EXHIBIT 'B' Thence,South 06°08'28"West, leaving said gradient boundary,with the west boundary of said Galloway tract,same being the east boundary of this tract,a distance of 60.67 feet to a 5 8 inch iron rod with City of Corpus Christi cap set for the southeast comer of this tract; Thence, South 89°08'32"West, with the south boundary of this tract,a distance of 842.19 feet to a point on the edge of a brush line for the southwest comer of this tract; Thence,with the westerly boundary of this tract,generally along said brush line, the following courses and distances: North 00°50'01" West,a distance of 161.95 feet; North 52°59'11" West,a distance of 325.99 feet; North 38°26'06" West,a distance of 168.96 feet; North 14°51'15" West,a distance of 46.96 feet to the Point of Beginning and having an area of 30.22 acres of land. Bearings based on the Texas State Plane Coordinate System, South Zone,NAD 83 as per shoreline survey of a 308.99 Acre Tract by David Pyle, RPLS 4700,dated 05 26 1993. STATE OF TEXAS COUNTY OF NUECES 1, Russell D.Ochs,a Registered Professional Land Surveyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my supervision. This the 30"day of May, 2017 j �E OF T� G%STgq•'r,9 :. . . I..s�... OCHS • Russell D.Ochs,R.P.L.S. ,go 5241 O'- State of Texas License No.5241 SURV K Fnrmmu s sun ery PRowns JN-Y(XJTII SPORTS COMPLEX-:DIS J,g Rts,-uI5lwnsCv.VI -F\)D'_=ACRES DOC ht c l f! ANIBIT 'B' GRADIENT BOUNDAR OSQ SHORELINE SURVEY BY DAVID PYLE, N61Z232' N79'54'20"E N87j2 18"E RPLS 4700, DATED MAY 26, 1993 256.63 504.56' 07.1 42» N8 7 28 0., N) 282.48 £ �iQ N 51p QO' W 85180,,1!' .�8, 2 E LINE TABLE NC: LINE BEARING DISTANCE s L1 S63'02'27'E 268.34 W `� L2 S53'19'17'E 181.07 L3 S47.28'03'E 74,20 L4 S27'50'00'E 154,42 L5 S19'19'27'E 244.78 CO r L6 S23'44'43'E 215.04 L7 S38°38'17'E 121.94 N L8 S51'13'00'E 100.68 z r1 LEASE AREA N o L9 S06'08'28'W 60.67 w ? L10 NOo'50'01'W 161.95 tj 30,22 ACRES �cpo PLP'- L11 N38'26'06'W16896 c° - `r --t.--t.. _� U! rn SET 5/8` IR❑N ROD —N8 6'30-E !0.,--POINT OF BEGINNING oN 216,16' -" ~SET 5/8' IRON ROD rat CITY OF vy <� CORPUS CHRISTI, TX DOC. #941343 O.P.R.N.C.T. 2s A -Z crt Ory a 2 FOUND 3/4" 9- IRON PIPE <� J ry � o 0 2 �o co /a S89'08 32"W rn g V o p�. ^°` ,lb 842.19' —� Ln Q - 0 o V- = Q N 20 ^`� 3rn j ry�� POINT OF COMMENCEMENT SET 5/8' IRON ROD �, OQ FOUND 1" IRON PIPE. Lj l¢7aU 0 VO A ru S MAP TO ACCOMPANY FIELD NOTES. o — SET 5/8" IRON ROD WITH CITY —' 300 o Do 600 OF CORPUS CHRISTI CAP q j M.R.N.C.T. — MAP RECORDS OF Scale In Feet NUECES COUNTY, TEXAS. G LEASE AREA FOR CITY of CORPUS CHRISTI, TEXAS ggg[RECORDED REGIONAL YO EPM SPORTS COMPLEX NER: CITY OF CORPUS DOC. #941343 O.P.R.N.C.T. PUBLIC WORKS — ENGINEERING NG A TRACT OF LAND CONTAINING 30.22 ACRES OUT OF SURVEY ACnK Y - 361-826-3500 NORTH 100 ACRES OF THE BERTHA MORGAN HOMESTEAD Daw as/W/n �PRCJW5%A-MM WWM CM ar-2001 CT, FRACTIONAL SECTION D, LAURELES FARM TRACTS AS &MM W R arm dy%figlan0Spwb0-rglocd'p IN VOLUME 3. PAGE 15. MAP RECORDS OF Q1°bdw. a Nisi HCES COUNTY. TEXAS. P79 rovnf 5>aaars srdrr i ar t �x URBAN EXHIBIT ENGINEERING Job No.: 42900.137.02 February 2,2018 105.39 Acre Proposed Lease Tract STATE OF TEXAS COUNTY OF NUECES FIELDNOTES for a 105.39 Acre, Lease Tract, being of a 308.99 Acre T;act out of Section "D", Laureles Farm Tracts, a map of which is recorded in Volume 3. Page 3, %1q ltwrds of Nueces County, Texas; said 308.99 Acre Tract being described in a Speer Warranty Deed ;from Joslin Partnership, Ltd., to the City of Corpus Christi as recorded in Docament No. 941343, Official Public Records of Nueces County, Texas; said 105.39 Acre Tract being m QM fult� des"ibed as follows: Beginning at a 1 Inch Iron Pipe Found, for an inner ell corer orthe said 308.99 Acre Tract and the Southeast corner of this Tract: Thence, South 89"08'49" West, with the South boundary line of the said 308.99 Acre Tract. 2803.89 Feet, to the Southwest corner of this Thct, frown whence a 5/8 Inch Iron Rod Found, for the Southwest corner of the said 308.99 Acre Fr-wt be*s, South 89`08'49" West, 1,265.87 Feet. Thence, North 10°24'26" East,over and across the said 308.99 Acre Tract, 1713.79 Feet, to the Northwest corner of this Tract; Thence, North 74°58'49" East, 719.03 Feet, to the South bank of the Oso Creek as described in the said Document N-o. 94L343, a the said Official Public Records, for the Northeast boundary line of the said 308.99 Acre Tract alid IWs Tract; Thence, mO the ineandem of the said South bank of Oso Creek as described in the said Document No. 94043, the NM, heast boundary line of the said 308.99 Acre Tract and this Tract as follows; • North 058149" East, 719.03 Feet; r do 14°55'54" East, 81.07 Feet; • Sbuth 19°33'35" East, 144.53 Feet; • South 48°06'31" East, 139.46 Feet; • South 50°11'35" East, 196.47 Feet; • South 79°36'01" East, 197.51 Feet; • North 76°20'26" East, 336.53 Feet; • North 68°16'21" East, 220.25 Feet; • North 64°06'07" East, 138.76 Feet; l RBANFS020ata'Surveymg'A2900`B702 ProposedLeaseTract_105 39Acre;docx Pagel of 2 OFFICE:(361)854-3101 2725 SWANTNER DR. •CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 voA-.urbwacsjp,c0.gi TBPE Firm 9 145 •TBPLS Firm# 10032400 URBAN EXHIBIT ENGINEERING Thence, departing the said South bank of Oso Creek, the Northeast boundary line of the said 308.99 Acre Tract, over and across the said 308.99 Acre Tract and with the boundary line of this Tract as follows; • South 87°29'43" East,499.57 Feet; • South 74°10'30" East,455.94 Feet; • South 25°19'08" East, 193.81 Feet; • South 13°26'37" West, 391.06 Feet; • South 14°52'39" East, 344.16 Feet: • North 90°00'00" West, 214.33 Feet; Thence, South 18°04'19" West, 576.86 Feet. to the Point of BeginRio& cmtartxing 11b.39 Acres (4,590,615 Sq. Ft.)of Land, more or less. Grid Bearings and Distances shown hereon are referenced to tke Texas Caordinate System of 1983, Texas South Zone 4205, and are based on the North Ain can fu[unrOf I9&3�2011) Epoch 2010.00. Unless this fieldnotes description, including preamble, sell and signature, appears in its entirety.. in its original form, surveyor assumes no responsibility for its accuFacy.Atso reference accompanying sketch of'lract described herein_ URBAN ENGINEERING The aforementioned description is - - - Pre)iminars�, this document shall not- be recorded 1l Preliminary and Subject to Chan for arty purpose and shall not be used or viewed or relied upon as a final survey document. James D. Carr, R.P.L.S. License No. 6458 MRBANFS02 Data,Surve}mg 42900 B 702\Proposed Lease Tract 105 39Acres doc-, Page 2 of 2 OFFICE:(361)854-3101 2725 SWANTNER DR. •CORPUS CHRIST[,TEXAS 78404 FAX(361)854-6001 %A g.urbaneng.com TBPE Firm# 145 •TBPLS Firm# 10032400 U . r §f § m • s � C140 Lu � ■ � ..Lii$P Ef LLI ® � �k w§§� . o o�g3§�R / 'o 7o g/ » C) a:- $ Olt / 3 Z[2\ �: w r -=:�J il ZI )ƒ\}} d ��t! 7 Z| k{■2 w / �� ,2^ )\ \�\ / / - LLIM 0 ƒ =2 '2q k� �k§�% .. � ■ \ f,°!■ � 2 ! § 0 k � z ■ z 2�! - k \/ ± ` 72 a & A ; /0z r.0a : |I | ID n 0 6�j} }72 / = mk-Ci k %#kk . _ //E- \( 3 . , a 0 ce \J �+k{ B \ §9022 . ; q \®%�j � 012 � ; • - ; � , , : � � . ' �� . 0 . � /■ . ! ` ` � � r / §_ _/ ]� ■i � l � � ; � i - - - ; � � < < � • � - . ! | fit ; nay - , t - ■ � ¥ > n > » , � � - � • � , : : � � . � . . SEf� C, � a � § ; : ; l ; _ _ c22C£ : = � , 1 : 5 ; : = : l : ! w o-o 2a --9 B20Et2 @]]fa N � U oo g W N NOV�w -17Z�NmTac° T-:5 X LT-:5aZH�>a w FQmWQc00 0 V) N 'rt 7 0 V Z z��, 0� A W S � L Q 'Z-044 4aa 41 z `- O / A Q j;oj U oo° � a°m z° O mo o �o2m Lj uYoE V) 0 0 9 0 010 N d I oU o� I ma o c M vo m � Q E' — d W ML o 3 m ` M� U O C m d m o c w c X 0.� U � U Q a � o c � ~✓U 0 O m o U m U m Q O O O L L 7 0 3 rn"Z iU J O O r o p C.M - m u °v_vc C/� ¢ E'o� u O m m M O.. iA of U V X m o F c d 1`- 0 c o €teu Nooa cw ��`c)m� 0 zto m d w ' �V -jz�rn 'old g co Is I / 1 •n ff 1 1 E� Z 1 wr n K r cip[/Wr r��.w.rr w�W ry.s.n rrrs wvTW\[Oti\OOYr\`mo[r\nMrNs J iu m $� w � a M: �� w e s ALug 6 ok`v W Z !� 5 E ®Z 8 ai 8 $8� VaLL 7Wco U I I g a W fe�R C% O } O cg _ a �r \ °w= FO� away wain >OO K� �® / Za az> a=" Ka � aS 1 I I I i I � 1 m w e�a eui/Vr r rNµu ee ryIw W vM wre wn�wrrsrr.r+�+�nwe-etn�\W\[eteb06F\nppptr\nM�Nl J CRAPHIr_ �- T I '� IPC;dO r r� s' Iy eawoARv e�m3 A•.� ———— PWpPERi U E f r d 1� 1 _ ply I — _..-�:.^_� -- —J �.�.,m� w..�w' ...�.�„r•.,r,, ztts2xx�sos �/� y - "°.. ._ - sP�+;scouaeex [cv/ _ Lf&SEIJSEA SPORTS COMPLEX r� SITE PLAN EXHUT d �N ENGINEERING �° n1m6 W aeon u4neerry CORPUS CHRISTI PARKS& RECREATION A Proposed Regional Sports Complex as a Private/Public Partnership M August 14, 2018 Sports Complex - , Map 9 ` / z ®© : , . . . � Initial Agreement Terms 9-V CHRISTI PARK56 • 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 Initial p Proposed Complex Amenities C CHRISTI PARK56 • 6 outdoor rectangular fields • 8 diamond fields • 60,000 square foot field house 6 basketball courts or is • 12 volleyball courts '( • Concession stand • Meeting and party rooms - -0a • 10 sand volleyball courts , • Playground Igloo • Outdoor concession facility • 5,000 square foot restaurant s — — - All ADA accessible 4 Current Proposed Sports Complex Site Plan CORPUS CHRISTI _ Atpwa6 \ A. Commercial Area n , I B. Fieldhouse — 5 Gyms C i C. Rectangular Fields =h for Soccer Football and Lacrosse D. Diamond Softball and Baseball Fields d - COMPLEX E. Volleyball WEPL SfTPLAN E%HBIT f Current Proposed Complex Amenities CC ` CHRISTI PARK56 • 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 First Reading Council Questions C46 RPUS 9-V j CHRISTI PARK56 Council Questions from First Reading- April 17, 2018: 1. What staff and team members are proposed? • During the City Council Briefing on May 15t", SQH staff and team members were identified. 2. What is the price of the proposed City land per acre? • On May 31St, the Parks & Recreation Director engaged Valbridge Property Advisors to provide valuation services. • On July 5t", Valbridge submitted the Appraisal Report: Value Conclusion: $15,500 per acre 3. There was no rent proposed in the First Reading agreement. Would SQH consider renting new acreage? • Yes, SQH proposed a new agreement to include an annual rental amount to be paid to the City based on the cost per acre of land and include an increase annually by the CPI for the rental. SQH Proposed Lease Changes ■ Additional Annual Rent — based on the greater of either of the formulas below: i. Two percent (2%) of the Admission Revenues of the Regional Sports Complex, which amount shall not exceed $37,200.00 per year. "Admission Revenues" means all fees charged to enter the Regional Sports Complex. Tenant agrees to furnish to Landlord such reports and other information concerning such Admission Revenues as may be reasonably requested by Landlord on an annual basis; or ii. Additional Rent for that portion of the Land described on Exhibit "E" (the "82.60 Acre Tract") that is outside the 100-year floodplain and is in use solely for the Other Commercial Improvements (the "Net Additional Acreage") which shall be at least 60 acres. Such Additional Rent is calculated as follows: Net Additional Acreage x $15,500 per Acre (appraised value of the 82.60 Acre Tract) x 2% = Additional Rent. The Additional Rent amount per year under this formula will be at least $18,600.00. ■ Credit for Public Improvements — Roads and Trails ■ Consumer Price Index annual increases . CORPUS CHRISTI =K56 Council Action • 1St Reading — April 17, 2018 • 2nd Reading — August 14, 2018 • Proposal to substitute the newly proposed Lease Agreement and request Council consideration for adoption • Ground Lease Agreement Effective 60 days after 2nd Reading CORPUS CHRISTI PARKat Questions . 10 SC o� Va. U AGENDA MEMORANDUM "`O""°p"`E�1852 Action Item for the Cit Council Meeting of August 14, 2018 DATE: August 1, 2018 TO: Mayor and Council FROM: Rebecca L. Huerta, City Secretary Rebecca H(a)cctexas.com (361) 826-3105 Excuse Absences — Council Member Lucy Rubio CAPTION: Motion excusing the past absences of Council Member Lucy Rubio. PURPOSE: Council Member Lucy Rubio has missed three consecutive regular Council meetings due to health issues beyond her control. This motion would excuse her past absences. BACKGROUND AND FINDINGS: The City Charter addresses Council member absences under Article 11, Section 11 as follows: Sec. 11. - Removal. (a) A council member shall be subject to removal by the council or by any other means authorized by law for: (1) Willful violation of any code of ethics or conflicts of interest provision under state or federal law or city ordinance. (2) Willful violation of any express prohibition of this Charter. (3) Misconduct, malfeasance, incompetence, inability or willful neglect in performance of official duties. (4) Conviction of any felony, or any misdemeanor involving moral turpitude. (5) Failing to maintain any residency requirement provided by law. (6) Absence from three consecutive regular council meetings without leave of absence first had, except due to circumstances over which the council member had no control. The Council can excuse Ms. Rubio's absences on July 17, 24, and 31 since they were beyond her control. ALTERNATIVES: The Council could choose not to excuse Ms. Rubio's absences. CONFORMITY TO CITY POLICY: Conforms to the City Charter. DEPARTMENTAL CLEARANCES: 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 0.00 0.00 0.00 Fund(s): LIST OF SUPPORTING DOCUMENTS: None. se GO O Va. v AGENDA MEMORANDUM NORROPpEO First Reading Ordinance for the City Council Meeting of August 14, 2018 1852 Second Reading Ordinance for the City Council Meeting of August 21, 2018 DATE: July 26, 2018 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Chief of Police mikema�cctexas.com 886-2604 Accepting and appropriating the 2019 Selective Traffic Enforcement Program grant from the Texas Department of Transportation (TXDOT) CAPTION: Ordinance authorizing acceptance of$154,957.39 grant from Texas Department of Transportation for 2019 Comprehensive Selective Traffic Enforcement Project with a city match of$51,551.05; and appropriating $154,957.39 in Police Grants Fund PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: TXDOT is providing funding to continue the overtime STEP enforcement grants in the Police Department for 2019. The grant provides overtime funding for DWI, Speed enforcement, and distracted driving across the City with varied days of the week and hours of operation. Officers will be working on an overtime basis, with the City providing $51,551.05 for retirement, mileage, and indirect costs. The grant period is 10/01/2018— 09/30/2019. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount 0 0 0 This item $51,551.05 $51,551.05 BALANCE $51,551.05 $51,551.05 Fund(s): Police General Fund Police Grants Fund Comments: RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Grant award contract Ordinance authorizing acceptance of$154,957.39 grant from Texas Department of Transportation for 2019 Comprehensive Selective Traffic Enforcement Project with a city match of $51,551.05; and appropriating $154,957.39 in Police Grants Fund BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the Texas Department of Transportation (TXDOT) in the amount of $154,957.39 for the 2019 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for Driving While Intoxicated (DWI), speed enforcement, and distracted driving overtime, with a city match of$51,551.05, for a total project cost of $206,508.44. SECTION 2. That $154,957.39 grant is appropriated in the No. 1061 Police Grants Fund to continue funding overtime for DWI, speed, and distracted driving enforcement. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 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 2 SC GO O Va. v AGENDA MEMORANDUM NORROPp�EO First Reading Ordinance for the City Council Meeting of August 14, 2018 1852 Second Reading Ordinance for the City Council Meeting of August 21, 2018 DATE: July 27, 2018 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Chief of Police mikema�cctexas.com 886-2603 Accepting and appropriating the HIDTA grant award for the Police Department CAPTION: Ordinance authorizing acceptance of $122,535 grant from Executive Office of the President, Office of National Drug Control Policy, for the High Intensity Drug Trafficking Area program; and appropriating $122,535 in Police Grants Fund PURPOSE: The grant award needs to be accepted and the funds appropriated. BACKGROUND AND FINDINGS: The Corpus Christi Police Department is in the 22nd year as a participant in the Texas Coastal Corridor High Intensity Drug Trafficking Area Initiative created by the Executive Office of the President, Office of National Drug Control Policy. The grant provides for the salary and benefits of a full-time program coordinator, one administrative assistant, and overtime for 4 Corpus Christi Police Officers, 4 lease vehicles, and miscellaneous equipment. The program focuses on this specific geographic area because it serves as a conduit for narcotics into Corpus Christi and other metropolitan cities as well as a location for money launderers to conduct illegitimate businesses with a consumer base that affects the local population with residual crime. Other agencies participating are the Nueces County Sheriff, Texas Department of Public Safety, Drug Enforcement Administration, Internal Revenue Service, U. S. Customs, and the Bureau of Alcohol, Tobacco, and Firearms. The initiative focuses on the identification and disruption of narcotics trafficking organizations operating in the counties of Aransas, San Patricio, Refugio, Nueces, Kleberg, Kenedy, Jim Wells, Brooks, and Victoria. It is anticipated that shipments of narcotics through this area will be disrupted and long entrenched families of narcotics traffickers will be apprehended. The profits from the sales of narcotics will be identified and seized and the intelligence gathered will be downloaded and shared with other Drug Trafficking Initiatives across the country. This grant award is for the time period 01/01/2018 — 12/31/2019. There are no matching funds required. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $45,950 $76,585 $122,535 BALANCE Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Grant agreement Ordinance Ordinance authorizing acceptance of $122,535 grant from Executive Office of the President, Office of National Drug Control Policy, for the High Intensity Drug Trafficking Area program; and appropriating $122,535 in Police Grants Fund BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant in the amount of $122,535 from the Office of the President, Office of National Drug Control Policy to support the Police Department's role in the Texas Coastal Corridor Initiative in the Houston High Intensity Drug Trafficking Area (HIDTA) for the salary and benefits of a full-time program coordinator, one administrative assistant, overtime for four Corpus Christi Police Officers, and four lease vehicles. SECTION 2. That $122,535 is appropriated in the No 1061 Police Grants Fund from the Office of the President, Office of National Drug Control Policy for funding the Police Department's role in the Texas Coastal Corridor Initiative in the HIDTA for the salary and benefits of a full-time program coordinator, one administrative assistant, overtime for four Corpus Christi Police Officers, and four lease vehicles. 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 Executive Office of the President AWARD Page 1 of I Office of National Drug Control Policy Grant I. Recipient Name and Address 4. Award Number: G18HN0006A Chief Mike Markle Corpus Christi Police Department 5. Grant Period:From 01/01/2018 to 12/31/2019, 321 John Sartain Street Corpus Christi,TX 7.8403-2511 2. Total Amount of theYederal Funds Obligated: 6. Federal Award Date: 7. Action $122,535 5/29/2018 2A. Budget Approved by the Federal Awarding 8. Supplement Number 1 Agency$122,535 Initial X]Supplemental 3. CFDA Name and Number: 9. Previous Award Amount:' $42,887.00 High Intensity Drug Trafficking Areas Program-95.001 3A. Project Description 10.Amount of Federal Funds Obligated by this Action: $79,648.00 High Intensity Drug Trafficking Areas(HIDTA) 11.Total Amount of Federal Award: Program $I22,535.00 12. The above grant is approved subject to such conditions or limitation as are set forth in the original Grant. Consistent with P.L. 115-141 /H.R. 1625, Consolidated Appropriations Act,2018,this Grant Award document provides additional funding in the.amount indicated in Block 10. This amount,together with the amount equivalent to 35%of the fiscal year 2017 funding level previously made available,as indicated in Block 9,represent the total FY 2018 budget and spending ceiling for this grant,as indicated in Block 11. 13. Statutory Authority for Grant:Public Law:115-141 AGENC►,Y APPROVALN, , .b KGs ;�;��;': z rpp�RECIPIEIrTTACCE)P,TANCE « -F ` .7.• - —.:tr�..rz-+M rL r-�:.-.srrrcrs'.'=,� ti:. F-� 14. Typed Name and Title of Approving Official 15.Typed Name and Title of Authorized Official -Michael K. Gottlieb Mike Markle Associate Director Office of National Drug.Control Policy Corpus Christi Police Department 16. Signature of Approving ONDCP Official 17.Signature of Authorized Recipien to phi C�tCtelt 1C. 9�o1-I-(ie$ AGENIC*Y!USEONL,Y _= 18. Accounting CIassification Code 19.HIDTA AWARD DUNS: 069457786 OND1070DB 1819XX OND6113 EIN: 1746000574A5. OND2000000000 QC 410001 Initiative Cash by HIDTA FY 2018 Current Budget(net of reprogrammed funds) HIDTA Agency Name Initiative Cash Type Grant Houston Corpus Christi Police Department Texas Coastal Corridor 122,535.00 Investigation G18HN0006A Initiative(TCCI) Agency Total:Corpus Christi Police Department 122,535.00 Total 122,535.00 5/7/2018 3:00:50 PM Budget Detail 2018 - Houston Initiative - Texas Coastal Corridor Initiative (TCCI) Investigation Award Recipient - Corpus Christi Police Department (GiSHN0006A) Resource Recipient - Corpus Christi Police Department rndiix%t cost:0.0% Cement Budget(net of rwrvgrammed funds) $1.2.2,535.00 Personnel Quantity Amount Administrative Staff 1 $38,535.00 Total Personnel $38,535.00 QuantityFringe Administrative staff 1 $15,000.00 Total Fringe $15,000.00 'Overtime Quantity Amount Investigative - Law Enforcement.Officer 4 $36,000.00 Total Overtime $36,000.00 Services Quantity Amount Equipment rentals $1,800.00 Vehicle allowance 4 $31,700.00 Total Services $33,000.00 Total Budget $122,535.00 nage 1 of 1 5/712018 3:00:51 PM .mus cr 00 0 yy�pgP00.pEp AGENDA MEMORANDUM 1852 First Reading Ordinance the City Council Meeting of August 14, 2018 Second Reading Ordinance for the City Council Meeting of August 21, 2018 DATE: July 21, 2018 TO: Keith Selman, Interim City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Type A Grant for the Del Mar College Foundation Process and Instrumentation $2,356,000 CAPTION: Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College Foundation for $2,356,000 to expand the Process and Instrumentation Technology Program; appropriating $2,356,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. PURPOSE: Provide a grant from the Type A fund to the Del Mar College Foundation to purchase Process and Instrumentation Technology equipment for expansion of that curriculum. This equipment will be used to provide needed training for process and instrument technicians as industries that rely on these processes continue to invest and locate in the Coastal Bend Region. BACKGROUND AND FINDINGS: The Board approved a grant of$1,390,071 in December 2013. Since that time Del Mar has purchased and implemented the equipment necessary for their Process Technology program. The College's Process Technology Program and Industrial Instrumentation Program address the region's growing need for skilled technicians in process technology, instrumentation, industrial automation, process control, safety and related fields. Del Mar proposes to expand its abilities to deliver training in these areas by adding training in ethylene cracker systems, industrial process maintenance, and the full scope of industrial pump and tank transfer training to further support our area's workforce needs. The target goals are six-fold: • Significantly increase the number of awards in Process Technology and Instrumentation Specialist to 400 related awards annually and an enrollment of 1,000. • Increase the awards in the newly added Millwright Program (Industrial Rotating Equipment Specialists). The addition of the Pump Transfer skid will further support Process and Instrumentation training programs and Transportation Training Services. • Increase the number of awards in Environmental Science to support safety assessment and OSHA requirements throughout multiple industrial applications directly related to area petrochemical and industrial plants. • Increase the job-ready proficiency of graduates from the Process and Instrumentation Technology program in response to area industry needs by adding Industrial Process Maintenance Training and Ethylene Cracker Training Skids as well and provide cross training for multiple industrial applications directly related to area plants. • Add one more Instrumentation Control Room with full integration into all training skids to increase training related to Industrial Instrumentation Technology. • Increase the number of Safety and Welding graduates to support technology fields. ALTERNATIVES: This is the only incentive that this project is eligible for. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi EMERGENCY/ NON-EMERGENCY: NON-EMERGENCY DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 2,356,000 2,356,000 BALANCE 2,356,000 2,356,000 Fund: Type A Fund RECOMMENDATION: The Board of Directors of CCREDC and the Type A Board recommend approval of this item. LIST OF SUPPORTING DOCUMENTS: Ordinance, Proposal — DMC Foundation, Agreement - DMC Page 1 of 2 Ordinance Approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College Foundation for $2,356,000 to expand the Process and Instrumentation Technology Program; appropriating $2,356,000 from the unreserved fund balance in the Business/Job Development Fund; and amending the budget. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation (the "Type A Corporation") and Del Mar College Foundation ("Del Mar") providing a grant of $2,356,000 to expand Del Mar College's Process and Instrumentation Technology Program by purchasing a Process Technology Base Unit and Glycol Distillation Unit with ancillary equipment/software and a Process Control Learning System as approved by the Type A Corporation on July 16, 2018, is approved. The agreement is attached hereto and incorporated by reference. SECTION 2. That $2,356,000 from the unreserved fund balance in the Fund No. 1140 Business/Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to Del Mar to expand their Process and Instrumentation Technology Program. SECTION 3. That Ordinance No. 031255, which adopted the FY 2017-2018 Operating Budget, is amended to increase proposed expenditures in the No. 1140 Business/Job Development Fund by $2,356,000 for a business incentive grant from the Type A Corporation to Del Mar to expand their Process and Instrumentation Technology Program. @BCL@942F9CE4.docx Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 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 @BCL@942F9CE4.docx Training Expansion Project 12017 ICM DEL MAR COLCOLLEGE DEL MSR IJILIFOUNDATILON p d e fi r _ Expanded Training for Process Technology, Instrumentation and Related Technologies Project Type: Education/Skills Development Location: Del Mar College West Campus State: Texas Municipality City of Corpus Christi County: Nueces Grant Amount: $2,356,000 Grant Recipient: Del Mar College Foundation, Inc. Date: 11/10/2017 11 Page Training Expansion Project 12017 Grant Applicant Contact Information: Del Mar College Foundation,Inc. Mary McQueen, CFRE Executive Director of Development Del Mar College Foundation, Inc. 101 Baldwin Blvd Corpus Christi, Texas 78404 361-698-1317 W 361-698-1257 F 361-815-1157 C mmcqueen2(2delmar.edu Del Mar College Lenora Keas Vice President, Workforce Development and Strategic Initiatives Del Mar College 101 Baldwin Blvd Corpus Christi, Texas 78404 361-698-1208 W lkeaskdelmar.edu Charles McKinny Dean of Business, Industrial and Public Safety Education Del Mar College 101 Baldwin Blvd. Corpus Christi, Texas 78404 361-698-1700 cmckinnyl(2 delmar.edu Steve Moore, Technology Education Division of Business,Professional and Technology Education Del Mar College 101 Baldwin Blvd Corpus Christi, Texas 78404 361-698-1838 W smoore23@delmar.edu 2Page Training Expansion Project 12017 Project Summary For decades, Del Mar College (DMC) has partnered with industry to address employers' workforce development needs, providing quality instruction through credit, continuing education and specialized contract training to produce the skilled employees needed in South Texas' Coastal Bend region. As more businesses and industries locate here from other parts of the United States and from around the globe, the College serves as the primary responsive training resource addressing their essential workforce requirements. The College's Process Technology Program and Industrial Instrumentation Program address the region's growing need for skilled technicians in process technology, instrumentation, industrial automation, process control, safety and related fields. DMC proposes to expand its abilities to deliver training in these areas by adding training in ethylene cracker systems, industrial process maintenance, and the full scope of industrial pump and tank transfer training to further support our area's workforce needs. The target goals are six-fold: 1. Significantly increase the number of awards in Process Technology and Instrumentation Specialist to 400 related awards annually and an enrollment of 1000. 2. Increase the awards in the newly added Millwright Program (Industrial Rotating Equipment Specialists). The addition of the Pump Transfer skid will further support Process and Instrumentation training programs and Transportation Training Services. 3. Increase the number of awards in Environmental Science to support safety assessment and OSHA requirements throughout multiple industrial applications directly related to area petrochemical and industrial plants. 4. Increase the job-ready proficiency of graduates from the Process and Instrumentation Technology program in response to area industry needs by adding Industrial Process Maintenance Training and Ethylene Cracker Training Skids as well and provide cross training for multiple industrial applications directly related to area plants. 5. Add one more Instrumentation Control Room with full integration into all training skids to increase training related to Industrial Instrumentation Technology. 6. Increase the number of Safety and Welding graduates to support technology fields. DMC is working with Advanced Technologies Consultants, Inc. to develop the Ethylene Cracker Simulation Training and Industrial Process Maintenance Training Units and all related training modules. The estimated cost of these training skids with the additional instrument control room and equipment is $2,006,000. NuStar will relocate a pump transfer unit ($1 million value) to DMC. Deconstruction, transportation, pad and infrastructure preparation and reinstallation of the unit at a West Campus site is $350,000. All additional training skids will be installed at locations contiguous with the original Pilot Plant. The full cost of the expansion project is $2,356,000. 31 Page Training Expansion Project 12017 Program Need Economic opportunities and demand for a highly skilled workforce are the driving forces in the region. The MSA is experiencing significant capital investment in new and existing industries which total approximately $50 billion over the five year period. Documents from the Corpus Christi Regional Economic Development Corporation list the new investments, related jobs and average salaries. The following are significant capital investments to the College's service area: • Gulf Coast Growth Ventures —comprised of ExxonMobil Chemical Corp. and Saudi Basic Industrial Corp. announced a$10 billion investment that will created 11,000 construction jobs and 600 permanent jobs with average salaries of$90,000. • M & G Resins —an Italian company at the Port of Corpus Christi with direct investment of$1.1 billion and creating 225 permanent jobs is in the final stages of construction. • OxyChem —finalizing construction on a joint venture with Mexichem to build an ethylene cracker in San Patricio County. • Cheniere Energy—liquefaction project under construction with a direct investment of $14.5 billion and creating 250 permanent jobs. Presently 3,500 construction workers are on location. The company has announced the addition of trains four and five and is also in the process of purchasing the existing Sherwin Alumina site to expand further. • LyondellBassell, Inc. —expansion of operations with an investment of$500 million and creation of 18 additional permanent jobs. • voelstapine Texas, LLC —largest direct investment in new steel production by the Austrian company with a direct investment of$740 million. The Port of Corpus Christi completed a $70 million expansion of the La Quinta canal that provides additional capacity for this growth and diversification of industries. The Port has moved from the 6th largest port in tonnage to the 5th largest port in the United States. Along with the opening of the Panama Canal this year, the port will continue to grow. The existing Harbor Bridge, built during the 1950s, will be replaced with a new expanded bridge to accommodate larger ships. Construction on the $1 billion project began in 2017. Contractors are presently on site. Existing petrochemical industry leaders located on the Corpus Christi ship channel are facing retirements from their workforce. As a result, the competition for a skilled workforce will continue to grow, compounded by increased interest from international and national investors. Key skills needed to support the expanding local industrial base include Process Technology, Industrial Instrumentation, Millwright or Industrial Mechanics, Environmental/Petrochemical Lab Technology, Occupational Safety and Health Technology and Welding, as each of these technicians support the operational activities of local refining and manufacturing plants. This proposal addresses the need for additional training facilities to increase both the scope of training and the numbers of students served to further develop the skill workforce needed to support local industry. 41 Page Training Expansion Project 12017 Program Narrative The long term objective of the project is to enhance and expand training programs to further support existing and proposed business developments that rely on well-trained technicians. Del Mar College's mission is to provide access to quality education, workforce preparation, and lifelong learning for students and community success. As a nationally recognized, locally focused community college, DMC serves a diverse population of adult learners, dual credit students, continuing education students, and high school graduates seeking to grow in knowledge, skills and career opportunities.Ninety percent of our students come from and remain in our community, making Del Mar College a primary economic catalyst for the region as we increase the educational level and workforce skills available to support local business and industry. In 2014 and 2016, the community approved nearly $300 million in bonds for creation of a South- side campus, new construction on East and West Campuses and improvements to the infrastructure of the College. These improvements include more than $30 million to build a new Workforce Development Center on the West Campus and expand the Emerging Technology Building. The new facilities will provide state-of-the-art laboratories, dedicated corporate training bays and integrated classrooms. Since 2013, the College has received funds totaling nearly $2.4 million from the Texas Workforce Commission through six Skills Development Fund grants supporting local job training for industry partners such as TPCO America Corporation, Valero Refining — Texas LP, CB & I Inc., Dynamic Industries Inc., voestalpine, M&G Resin USA, and others. The College's Process Technology and revised Industrial Instrumentation Programs are currently addressing the region's growing need for skilled technicians in process technology, instrumentation, industrial automation, process control, safety and related fields by upgrading and adding state-of-the-art instructional equipment, including a nearly $2 million Glycol Pilot Plant. This unit is located on the College's West Campus and provides hands-on training simulating real world experiences. The Glycol Pilot Plant includes a large-scale industrial process system that facilitates training in operational activities regularly undertaken by process operators/technicians within the refining, petrochemical and oil and gas industries. Features focus on common tasks and formal procedures and include calibration of equipment, operation of pumps, control valves, wireless controllers and manual and digital control systems. The fully-computerized control room simulates real-time operations similar to any industrial site. Additionally, the College outfitted process and instrumentation labs with large-scale fluid process systems allowing for hands-on training related to measurement and control of four process variables: level, pressure, temperature and flow. This equipment allows for creating simple and advanced process loops using common industrial-quality instruments and controllers. The modular concept for this facility allows for integration of alternative instrumentation as needed to address local training needs. 51 Page Training Expansion Project 12017 Funding for the original Pilot Plant represented support from the Corpus Christi City Council's Type A Board for almost$1.4 million, along with nearly $450,000 in contributions from partners tied to the refining, petrochemical, and oil and gas industries. The College also funded $321,000 toward the skid unit, which uses heated water to simulate refinery processes and expands training that directly meets industry's skills and knowledge requirements. Overall, the Pilot Plant integrates multiple career tracks and crossover skills so that students can transition into numerous areas within industry. The number of students majoring in Process Technology continues to grow. From fall 2009 to fall 2016 program enrollment increased from 86 students to 295, more than tripling the number of declared majors in the field. Del Mar College foresees increasing enrollment by 200%, to 600 students within the first year after fully implementing the proposed enhanced training program with a goal of maintaining 1000 enrollments annually no later than year five (5) of the program expansion. This increase includes diverse learning awards from high schools, college credit programs and corporate training and continuing education certificates. The target range for degree and certification awards through the expanded program is 100 to 400 awards annually, with an anticipated 400 awards annually by year five (5). The College added training for Millwrights, or industrial rotating equipment specialists, who troubleshoot issues and maintain and repair equipment within refineries and other industrial and manufacturing facilities. Del Mar College also has the ability to add multi-craft certification that incorporates welding, pump, mechanical, instrumentation and process technology training with students focusing on one of these areas to earn an associate's degree and then earning certifications in the other areas to become multi-skilled employees. The College partners with over 40 Coastal Bend high schools to deliver dual credit common core curriculum and technical programs. Ingleside Independent School District (ISD) offers a dual credit Instrumentation Program, and four industry partners supported this initiative with a combined $251,000 for equipment and facility upgrades. Students work towards Level I certification to become industrial instrumentation installers and can complete their associate's degree after graduating from high school. Gregory-Portland ISD has aligned their priorities to place greater emphasis on Career and Technical Education initiatives as well. Already a dual credit partner with DMC for welding instruction onsite, GPISD offers their students Process Technology training. Additionally, Del Mar College's General Education Development (GED) Program offers a Career Pathways program that connects education and training strategies to enable students to secure industry relevant certification while also earning their high school equivalency certificates. Industrial Instrumentation is among the fields offered. As economic growth continues in the Coastal Bend, Del Mar College will serve as a resource to ensure our region's workforce is globally competitive. At Del Mar College ... "dreams are delivered." 61 Page Training Expansion Project 12017 Proposed Project Expansion The increase in enrollment and graduates over the past four years is directly related to the development and implementation of the Glycol Distillation Pilot Plant which was completed and _ operational by March 2016. Plans for the expansion of this training facility with the construction of the Workforce Development Center will represent a { world-class program unique in the United States. Once operational, it is expected this state-of-the-art training facility will allow Del Mar College to once again double its enrollment, allowing it to address the growing needs of the area for a skilled workforce training in multiple facets of the complex refining operations. The new Workforce Development Center currently under construction creates a complex that combines the existing facilities, learning labs and Pilot Plant with new and expanded technical skills development facilities to educate the workforce of the future. This new building is designed to provide over 49,000 square feet of technical and industrial learning space with 31% dedicated to process technology, instrumentation, and millwright as well as an analytical lab for petrochemical and petroleum product analysis. Located on the first floor is the Process Technology Laboratory featuring a variety of functioning models simulating multiple aspects of petrochemical and chemical processing. Process Technolo2y Laboratory: The Process Technology Laboratory will feature chemical processing equipment to provide both theory and hands- . on instruction in areas of chemical and unit operations. Examples include: continuous distillation equipment using Thermosiphon boiler, bubble tray column and external refux to allow students to study the distillation - process; three-phase separator to provide a study of a major step in the oil industry — water, oil and gas separation in extraction well outlet; liquid-extraction _ mixer settler to provide a study of a liquid-liquid extraction wherein students would learn the identification of the operation conditions; and control absorption and regeneration to provide a study on the migration of product from gas to liquid phase. The estimated cost of the required equipment is $750,000. Only $250,000 of this cost is begin requested in this proposal. The remaining $500,000 is being sought from industry partners. Analytical Laboratory: The new analytical lab will contain instruments used in petrochemical and environmental laboratories to analyze the products from the refineries and oil field as well as the environmental samples from those industries and the water and waste water treatment facilities in South Texas. Some of the instruments students will work with include: atomic absorption spectrometer, gas chromatograph with mass spectrometer, ion chromatograph, automatic distillation apparatus, total organic carbon analyzer, UV-Vis spectrometer, auto and 71 Page Training Expansion Project 12017 flash point tester. These instruments are used by lab technicians to analyze product in the refineries from the time the product enters the plant as crude, through each step in each process unit, until it leaves the plant as finished product. The equipment is also used by lab technicians in environmental labs to analyze environmental samples to determine contaminant levels for treatment to efficiency to meet EPA and TCEQ permit requirements. The estimated cost of the required equipment is $500,000. Only $250,000 of this cost is begin requested in this proposal. The remaining $250,000 is being sought from industry partners. Pump Transfer Technolo2y: To address the ever expanding workforce needs of area industry, Del Mar College must obtain pump transfer technology. The current DMC machining program is being expanded to incorporate the advanced skills needed by millwrights including training on a wide variety of rotating equipment found on industrial job sites from simple pumps to complex power trains. NuStar is donating its pipeline and pump transfer training skid which is to be transferred to the DMC West Campus and located next to the Glycol Distillation Pilot Plant. The Pump Transfer skid will provide students with practical application of the theory and concepts taught in the classroom and introduced in the school's laboratory facilities. Training will include: Medium-voltage motor controls allowing students to troubleshoot and monitor motor control applications, and practice NFPA-70E arc flash electrical safety procedures, lockout/tagout, and condition monitoring of rotating equipment. Advanced mass flow metering applications will give students opportunities to experience hands-on work with relevant process equipment equal to what they will encounter in the field. Applications involving motorized valve actuators, material transfer and pipeline operations will prove invaluable as the students prepare to enter the workforce as trained process professionals. The estimated value of the training unit is $1,000,000. The cost of moving the NuStar pump transfer training unit to Del Mar College is $350,000 and includes deconstruction of the facility at the NuStar site, transportation to Del Mar College West, site, utility installation and pad preparation at the West Campus location and reconstruction of the unit. The weight of this training unit calls for reinforced pad which is reflected in the cost estimate. Instrument Control Room: A second instrument control assembly will be created in the current Hato building and subsequently relocated to the new Workforce Development Center as that facility comes online. Both control rooms will be designed or retrofitted to provide control and instrumentation process for all learning skids. The addition of a second control room will double student training access to all components of the Pilot Plant, Ethylene Cracker, Industrial Process Maintenance and Pump Transfer training skids. Opportunities to work with advanced instrumentation installation will help Del Mar College elevate the Process Technology and Instrumentations programs to new heights as we provide world-class training facilities for our developing area workforce. Training on this unit will support multiple educational programs including Millwright, Process Technology, Instrumentation and Transportation Training. The cost of the additional Instrument Control Room, including assembly, programming, computers, cameras, TV monitors and FFE (furniture, fixtures and equipment)is $226,000. 9 1 P a g P Training Expansion Project 12017 Ethylene Cracker Technology: The Ethylene Cracker Training Unit will provide training systems to deliver competent students to the workforce with real-world hands-on experience in industrial equipment that is typical of multiple local operating facilities. This training system will consist of 1) a reactor, which is multiple tubes inside a high temperature fired heater; 2) heat recovery boiler to partially cool the gas from the reactor; 3) quench column to finish cooling; 4) compression to raise pressure for gas removal. The proposed system will use only nitrogen and water to prevent student exposure to chemical reactions yet provide simulations of the different kinds of operations utilized in the field. Students will gain a comprehensive understanding of the heat exchange principals to a level needed to control various operations. In particular, the operator needs to understand the factors affecting efficient operation of a heat exchanger in order to make appropriate adjustments or recognize when maintenance is required. Technologies employed at this facility will be common to technologies seen in the refining and petrochemical industries. The intent is to have a broad range of applicability to multiple disciplines and to serve a broad audience including students, technicians and engineers with a system designed to train on heat exchanger process controls and operations. The unit will simulate the industrial process of cracking controls and operations relevant to multiple operations and technologies. The equipment will be designed to accommodate up to 12 students in the skid decking during class to include knowledge of: • All items on a schematic of the heat exchanger system and the function of each • Principles of operation of heat exchangers • Correct methods of starting, operating and shutting down heat exchangers • Issues related to pressure vessels (regulations, requirements) • Physics and chemistry relevant to the process unit • Duty of care obligations • Hierarchy of control • Communication protocols, e.g. radio,phone, computer, paper, permissions/authorities • Routine problems, faults and other resolution • Relevant alarms and actions • Plan process idiosyncrasies • Cause of heat loss and change in heat transfer coefficient/rates • Corrective action appropriate to the problem cause • Function and troubleshooting of major internal components and their problems, such as tubes and baffles Steam Boiler start up functions, skills will include: • Numeracy: interpret instruments, gauges and data recording equipment, use measuring equipment • Communication: use appropriate communication strategies with work colleagues and other personnel on site to manage steam boiler start up 91 Page Training Expansion Project 12017 • Reading: interpret documentation, procedure manuals and customer orders relevant to steam boilers • Writing: record start up activities accurately and legibly, using correct technical vocabulary • Problem solving: maintain situational awareness, analyze adjust process to maintain and coordinate safety, quality and productivity • Technical: use electronic and other control systems to control equipment and processes; access, navigate and enter computer based information Fired Heater functions, skills will include: • Principles of combustion of fuels (natural gas and fuel oil) • Use of combustion equipment and controls for thermal liquid heater and fired heater draft equipment; natural, induced, balanced burner management systems for heating boilers and fired heaters • Methods of lighting gas and oil-fired thermal liquid heaters and fired heaters • Methods of cleaning oil and based fired burners used in thermal liquid heaters and fired heaters • Requirements for proper combustion of fuels • Adjustments made for proper burner combustions • Causes and prevention of furnace explosions • Sizes and identification of piping,pipe fittings and value connections • Expansion joints, bend, support, hangers and insulation • Drainage requirement including separators, traps water hammer valve type, both construction and application The cost of the Ethylene Cracker Unit is estimated at $975,000 with an additional site preparation cost of$100,000 which will include concreate pad installation to support the unit and utilities, water, nitrogen and natural gas supplies. Industrial Process Maintenance Trainer: This training skid will provide training on multiple operations associated with industrial maintenance within the Process Technology industry. The system will be a modular, steel grated work surface with interchangeable systems including: welded-steel pump foundations and tank mounting pads; welded and flanged process piping systems fabricated to ANSI standards; parallel and paired centrifugal pumps designed for common maintenance activities; three hundred gallon tank including bulkhead fitting and flanges for process connection and instrumentation connections, all tanks to include vents, drains, sight glasses/level gauges with block valves; tank level gauges including gauge column sight glass and magnetic level indication gauges; Fisher brand diaphragm actuated control valves with pneumatic positioners; industrial hose station; removable pipe allowing for installation and calibration of alternate flow instrument types; an assortment of flanged connections; control 101 Page Training Expansion Project 12017 valves, PLC's and transmitter, and integrated safety features. The skid design will facilitate common exercises of related installation/removal of common piping components including Fox valves, then/trans, strainers, reducers and pressure gauges. The intent is to have a broad range of industrial maintenance procedures common to in field application within the process technology industry. The equipment will be designed to accommodate up to 12 students in the skid decking during class to include knowledge of: • Proper line break procedure and button back up • Lock out Tag Out(LOTO)procedures —HED, locks lists • Installation of blinds, blinds with spacers • Blind controls—blind boards, streamer, etc. • Group lock boxes and associated paperwork • Difference gaskets —ID them and change out • Installation of orifice plates, orientation and correct sizing • Cleaning/clearing of equipment for maintenance and entry — steaming, chemical cleaning • Angle working of lines, drops and control valves • Purging, inventorying equipment for return to service • Entry permitting, vessel sniffing, purging with blowers • Isolation troubleshooting, checking LOTO sheets, blind sheet, hazardous energy control with students building and verifying the above • Using four gas meters for hot work and entry permits • Different types of equipment clearing—oily water sewer, flare. Common tank, etc. • Pumps, separation on/off switches, individual breakers, suction screens, common suction and discharge vessels, low point drains, high point vents • Leak testing using N2 and H2O and snoop • Punch out lists an guidelines • Piping, gasket IS on flanges • Injection quills and ID with chemical pump The cost of the Industrial Process Maintenance Training Unit is estimated at $355,000 per unit with an additional $100,000 for site preparation which will include concreate pad installation to support the unit and utilities. DMC is actually seeking two such units, but will seek industry funding for the second unit. Overall Cost Summary: The overall cost of the Training Expansion Project submitted for funding is $2,356,000 which includes $1,075,000 for the Ethylene Cracker Training skid including unit training and site preparation, $455,000 for one of the Industrial Process Maintenance Training skid including unit training and site preparation, $226,000 for the 111 Page Training Expansion Project 12017 additional Instrument Control Room and equipment, $350,000 for the Pump Training Skid installation and site preparation, $250,000 for additional technology for the Process Technology Lab and $250,000 for additional technology and equipment for the Analytical Lab. The full project budget is outlined below based on estimates from vendors: Total Project Budget Item # Unit Price Total Notes Estimates from Advanced Technology Ethylene Cracker Consultants for custom designed Simulation Training Unit 1 $ 955,000 $ 955,000 training skid Unit Training 1 1 $ 20,000 $ 20,000 Training on Unit for faculty Site Preparation 1 $ 100,000 $ 100,000 For Ethylene Cracker Unit Estimates from Advanced Technology Industrial Process Consultants for custom designed Maintenance Training Unit 1 $ 335,000 $ 335,000 training skid Unit Training 1 $ 20,000 $ 20,000 Training on Unit for faculty Site Preparation 1 $ 100,000 $ 100,000 For Ethylene Cracker Unit Instrument Control Room Assembly & Programming 1 $ 80,000 $ 80,000 Computers &software 6 $ 2,500 $ 15,000 Cameras, purchase and installation 20 $ 3,000 $ 60,000 TV Monitors & installation 8 $ 4,500 $ 36,000 Furniture, Fixtures & Equipment (FFE) allotment 1 $ 35,000 $ 35,000 Pump Training Unit Trucking and Installation 1 $ 200,000 $ 200,000 Pump Training Unit site preparation 1 $ 150,000 $ 150,000 Process Technology Lab Equipment $ 250,000 $ 250,000 Chemical Analytical Lab Equipment $ 250,000 $ 250,000 Total $ 2,356,000 Type A Funding Request: Del Mar College through the Del Mar College Foundation, Inc. requests education/skills development funds from the Type A fund to assist in acquiring the necessary equipment to expand the Process Technology, Instrumentation, Millwright and related training programs such as welding and safety in the amount of$2,356,000. With this investment from Type A support, potential implementation of the new training skids would be completed in fall 2018 with the target opening of the new Workforce Development Center in spring 2019. 121 Page Training Expansion Project 12017 Del Mar College Contribution: Del Mar College is investing over $30,000,000 for West Campus expansions, including a construction of a new Workforce Development Center (WDC) and expansion of the Emerging Technologies Building. The Workforce Development Center will be located adjacent to the current Pilot Plant and include state-of-the-art laboratories, dedicated Corporate training bays and integrated classrooms. The cost of the Workforce Development Center is $14,700,000 and is being funded out of approved 2014 General Obligation Bond funds. The new building is designed to provide over 49,000 square feet of technical and industrial learning space. With 31% of the space dedicated to process technology, instrumentation and millwright as well an analytical lab for petrochemical and petroleum product analysis, Del Mar College is investing $4,557,000 into expansion of the Process Technology, Instrumentation and related technologies with construction of this facility which is critical to the expansion of the workforce training program. The additions training skids and technology requested in this proposal are needed to fully integrate the training for all aspects of industry needs. The total DMC match is $4,557,000. Other support: Del Mar College is working with multiple industrial partners to secure additional funding for the project including $355,000 for a second Industrial Process Maintenance Training Unit, $500,000 for additional technical instruction equipment for the new Process Technology Lab and $250,000 for additional technical instruction equipment for the new Analytical Lab and $200,000 for advanced welding laboratory equipment for an anticipated outside investment of$1,305,000. Multiple proposals have already been submitted. Combined, the match components equal $5,862,000. While in-kind donations may not count toward the match component, it is noteworthy to mention that NuStar will be transferring its pump transfer training unit, valued at $1,000,000, to the Del Mar College West Campus at a location contiguous with the Pilot Plant and additional training skids. In addition OSIsoft has donated in excess of$1 million in software to support integration of educational software in all training skids. This software is comparable to that used within local industry. Economic Impact The expanded program is anticipated to support between 100 and 400 additional Process Technology and Instrumentation Technology graduates per year with average annual salaries of $63,441.27 and $61,568.18 respectively. Charts of salary calculations and economic impact are provided in the Economic Impact Calculations attachment section and include detailed impact with graduations levels at 100, 200 and 400 annually over the next five years. Annual salary estimates also include a 2% annual increase for subsequent years to reflect anticipated cost of living increases. At the minimum level of 100 additional associates degrees and certificate graduates annually (75 Process Technology and 25 Instrumentation each year), the program would provide area industry 131 Page Training Expansion Project 12017 with an additional 375 Process Technology and 125 Instrumentation professionals by year five. The direct economic impact to the community based on salary earnings would be $98,301,407 over the five-year period. Adding the indirect factor with a 1.5 multiplier, as recommended by EMSI(www.economicmodeling.com), increases the economic impact to $245,753,516. Using the mid-range graduation levels of 200 additional graduates each year (150 Process Technology and 50 Instrumentation), area industry would have an increased workforce pool of 1,000 trained technicians by year five. The direct and indirect economic impact of this range over the five-year period is $196,602,813 and $491,507,033 respectively. Del Mar College has a target level of 400 additional associate's degrees and certification graduates annually (250 Process Technology and 150 Instrumentation). At this level, the program would provide area industry with an additional 1250 Process Technology and 750 Instrumentation professionals by year five. The direct and indirect economic impact to the community at this target level is $391,743,666 and $979,359,166 respectively. The anticipated actual outcomes will reflect a ramping-up effect, moving over time from 100 annual awards/graduates to 400 annual awards/graduates. Estimated final indirect economic impact of this training program for the five-year period can be estimated between the $500,000,000 and $750,000,000. Conclusion Del Mar College is grateful for past support provided by the City of Corpus Christi's Type A funds. Investment in 2009 assisted the College in establishing the Northwest Center. Today that center is serving more than 300 students in healthcare, GED, and core English programs. The 2012 expansion of the Del Mar's Aviation Maintenance Training program located at the Corpus Christi International Airport began providing classes in the facility made possible by Type A funds in 2013-2014. Type A funding supported expansion of Transportation Training Services (TTS) in 2012. Since 2013, the program has successfully trained 1,447 students with 98% of students completing the program and 87% successfully entering the transportation industry. A 2013 grant provided essential funds to develop and install the College's first Pilot Plant providing a state-of-the-art, hands-on learning lab for Process Technology and Instrumentation students. Since 2009, enrollment in these programs has more than tripled, from 86 students in fall 2009 to 295 declared majors in these fields in fall 2016. We believe these programs are excellent examples of positive investment by the Board, providing jobs and economic growth for our community. The participation by the Type A program is critical to the expansion of Del Mar College's Process Technology and Instrumentation Training program at this time. We believe an investment of $2,356,000 from the Type A program would enable Del Mar College to ramp up its training to serve the growing and urgent need for trained technicians. 141 Page Training Expansion Project 12017 Economic Impact Calculations 151 Page Training Expansion Project 12017 Del Mar College Academic Program Descriptions 161 Page Training Expansion Project 12017 Training Synopsis The Process Technology program at Del Mar College is designed to prepare graduates to work as process operators in the petrochemical, refining and manufacturing industries. The curriculum provides general education in mathematics, applied physical science, communications, basic computer principles and operation, process operating procedures, fundamentals of process instrumentation, statistical quality control, process equipment, reactions, reactors, distillation process, safety and problem solving/troubleshooting. Students can earn Associate in Applied Science Degrees and Certifications in this program. The Industrial Instrumentation program prepares student for area industries that rely heavily on automated control systems that depend on instrumentation to enhance their efficiency and safety. There are currently no other colleges in the area with this type of Instrumentation degree. Students acquire skills in safety, automatic control systems, instrumentation calibration, instrument installation and instrumentation systems troubleshooting. Students can earn Associate in Applied Science Degrees and Certifications in this program. Millwrights or Industrial Mechanics work on a wide variety of equipment from simple pumps to complex power trains. Technicians in this field may work in a refinery, power plant, or local repair shop. Technicians work on rotating equipment including all types of pumps, blowers, fans, turbines, gear boxes, rotary valves, clarifiers, compressors and turbines just to name a few. Millwrights play a vital role in troubleshooting damaged equipment and working alongside engineers to help determine the root cause of failure. Technicians will also work alongside operations to determine the best way to warm up, start or stop equipment, as well as helping determine a strong preventive maintenance plan to minimize downtime and help predict failures before they occur. Students can earn Associate in Applied Science Degrees and Certifications in this program. Welding is used in all aspects of construction, repair and industrial maintenance where metal components need to be fused for a permanent bond. Welders use all types of welding equipment in a variety of positions, such as flat, vertical, horizontal and overhead. They generally work from drawings or specifications or by analyzing damaged metal, using their knowledge of welding and metals. Students can earn Associate in Applied Science Degrees and Certifications at multiple levels in this program. The Environmental/Petrochemical Lab Technology Program prepares students for careers in the Chemical Process Industry or related laboratory-type jobs. The curriculum allows student to assimilate chemical knowledge, develop laboratory skills and competencies, and develop attitudes and abilities consistent with teamwork necessary to work effectively in the field. Student can earn Associated in Applied Science Degrees or Certifications in this program. The Occupational Safety and Health Technology Program prepares students for careers as Safety Specialists within industry and business. Through the program, the students assimilate knowledge, develop skills, and acquire competencies for careers in the field. 171 Page Training Expansion Project 12017 Upon completion of the program, graduates will be eligible to sit for the Occupational Health and Safety Technologist (OSHT) certification. The program can either lead to an Associates in Applied Science Degree or transfer to a four year institution to complete a Bachelor of Applied Arts and Science Degree. The DMC Transportation Training Services is an intensive training program to help the Transportation Industry with the high demand for qualified truck drivers. Students gain the knowledge and skills to obtain a Class A CDL driver's license through training on state- of-the-art equipment included full motion cab simulators and comparable truck and trailers that are used in the industry. This is a 3 week certification continuing education program. 181 Page BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND DEL MAR COLLEGE FOUNDATION FOR EXPANSION OF THE PROCESS AND INSTRUMENTATION TECHNOLOGY TRAINING PROGRAM This Business Incentive Agreement for Capital Investments and Education/Job Training ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Del Mar College Foundation, Inc. ("Del Mar Foundation"), a 501(c)(3) foundation supporting Del Mar College, a political subdivision of the State of Texas. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now coded 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 and job training for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on February 19, 2018 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, Del Mar Foundation intends to help Del Mar College's Process Technology Program and Industrial Instrumentation Program address the region's growing need for Page 1 of 11 Del Mar Agreement 2018 Final skilled technicians in process technology, instrumentation, industrial automation, process control, safety and related fields; WHEREAS, Del Mar College proposes to expand its abilities to deliver training in these areas by adding training in ethylene cracker systems, industrial process maintenance, laboratory and instrument control support, and the full scope of industrial pump and tank transfer training to further support our area's workforce need; WHEREAS, this equipment will help Del Mar College increase the number of awards in Process Technology, Industrial Instrumentation, and Industrial Mechanics (Millwright) to 400 per year and increase enrollment up to 1,000 students per year; WHEREAS, local industries produce meaningful, wealth producing jobs which bring in dollars from outside Corpus Christi into the City; WHEREAS, the Process Technology, Industrial Instrumentation, Industrial Mechanics and related training expansion will further Del Mar College's mission of education and economic development; and In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Del Mar Foundation agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement or the date that it is approved by City Council, whichever is later. 2. Tenn. The term of this Agreement is for five years beginning on the Effective Date. 3. Performance Requirements and Grants. a. Del Mar Foundation shall purchase Industrial Process Maintenance Training Unit and Simulated Ethylene Cracker Unit with ancillary equipment/software and a Process Technology Laboratory, Analytical Laboratory and Instrumentation Control Learning Systems for Del Mar College's Process Technology, Industrial Instrumentation, Industrial Mechanics and related training programs. b. The Corporation will reimburse Del Mar Foundation for the costs incurred by Del Mar Foundation to acquire the equipment to expand the Del Mar College Process Technology, Industrial Instrumentation, Industrial Mechanic and related training programs. The amount reimbursed by the Corporation may not exceed $2,356,000. c. On the annual anniversary of the effective date of this agreement, Del Mar Foundation shall report to the Corporation the number of students completing Process Technology, Industrial Instrumentation, and Industrial Mechanics (Millwright) training programs at Del Mar College during the previous year. Page 2 of 11 Del Mar Agreement 2018 Final 4. Utilization of Local Contractors and Suppliers. Del Mar Foundation agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements being paid to local contractors and suppliers. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. Del Mar Foundation agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Del Mar Foundation to comply with the Local Requirement, and to provide an annual report to the City Manager of the City, or designee, from which the City Manager or designee shall determine if Del Mar Foundation is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. 5. Utilization of Disadvantaged Business Enterprises ("DBE"). Del Mar Foundation agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women-owned business enterprises and historically-underutilized business enterprises. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. Del Mar Foundation agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. Del Mar Foundation agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Del Mar Foundation to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if Del Mar Foundation is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises, women-owned business enterprises and historically-underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. Page 3 of 11 Del Mar Agreement 2018 Final 6. Warranties. Del Mar Foundation warrants and represents to Corporation the following: a. Del Mar Foundation is a 501(c)(3) organization and 509(a)(1) public charity under the Internal Revenue Code, 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. Del Mar Foundation has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Del Mar Foundation has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Del Mar Foundation has access to the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, on the State of Texas' website, 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 Del Mar Foundation are duly authorized to execute this Agreement on behalf of Del Mar Foundation. f. Del Mar Foundation does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Del Mar Foundation is convicted of a violation under §U.S.C. Section 1324a(f), Del Mar Foundation 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 Del Mar Foundation has been notified of the violation. 7. Compliance with Laws. During the Term of this Agreement, Del Mar Foundation shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non-Discrimination. Del Mar Foundation covenants and agrees that Del Mar Foundation will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. Page 4 of 11 Del Mar Agreement 2018 Final 9. Force Majeure. If the Corporation or Del Mar Foundation 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 Del Mar Foundation 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, Del Mar Foundation may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void and constitutes a breach of this Agreement. 11. Indemnity. To the extent authorized by law, Del Mar Foundation covenants to fully indemnify, save, and hold harmless the Corporation, the City, and their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Del Mar Foundation 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. Del Mar Foundation 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 5 of 11 Del Mar Agreement 2018 Final 12. Events of Default by Del Mar Foundation. The following events constitute a default of this Agreement by Del Mar Foundation: a. The Corporation or City determines that any representation or warranty on behalf of Del Mar Foundation 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 Del Mar Foundation or any attachment or other levy against the property of Del Mar Foundation with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Del Mar Foundation makes an assignment for the benefit of creditors. d. Del Mar Foundation files a petition in bankruptcy or is adjudicated insolvent or bankrupt. e. If taxes owed by Del Mar Foundation become delinquent, and Del Mar Foundation fails to timely and properly follow the legal procedures for protest or contest. f. Del Mar Foundation changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. Del Mar Foundation fails to comply with one or more terms of this Agreement. 13. Notice of Default. Should the Corporation or City determine that Del Mar Foundation is in default according to the terms of this Agreement, the Corporation or City shall notify Del Mar Foundation in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar Foundation to cure the event of default. 14. Results of Uncured Default by Del Mar Foundation. 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 Del Mar Foundation, 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. Page 6 of 11 Del Mar Agreement 2018 Final a. Del Mar Foundation shall immediately repay all funds paid by Corporation to them under this Agreement. b. Del Mar Foundation 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 Del Mar Foundation of all sums due, the Corporation and Del Mar Foundation shall have no further obligations to one another under this Agreement. 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 Del Mar Foundation's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Del Mar Foundation 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. Del Mar Foundation specifically agrees that Corporation shall only be liable to Del Mar Foundation for the actual amount of the money grants to be conveyed to Del Mar Foundation and shall not be liable to Del Mar Foundation 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 Page 7 of 11 Del Mar Agreement 2018 Final 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 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 Del Mar Foundation to be accompanied by all necessary supporting documentation. 17. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 18. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar Foundation: Del Mar College Foundation Attn: Executive Director of Development 101 Baldwin Corpus Christi, Texas 78404 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 Page 8 of 11 Del Mar Agreement 2018 Final c. Notice is effective upon deposit in the United States mail in the manner provided above. 19. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated into this Agreement by reference as if fully set out here in their entirety. 20. 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. 21. Relationship of Parties. In performing this Agreement, both the Corporation and Del Mar Foundation 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. 22. 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. 23. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Page 9 of 11 Del Mar Agreement 2018 Final 24. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 25, Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Del Mar Foundation. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 26. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14 shall survive the termination of this Agreement. Corpus Christi Business & Job Development Corporation By: President Date: Attest: By: Rebecca H uerta City Secretary Date: Approved as to Legal Form By: Aimee Alcorn-Reed Assistant City Attorney Attorney for Corporation Date: Del Mar College Foundation, Inc. By: Mary CcQueen, CFRE Exeeut a Director of Development Page 10 of 11 Del Mar Agreement 2018 Final \IMii JOEL A. SO11I Date: V yNotary Public,state or Texas My Commisslon Expires .,„illlll° January 30, 201t THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on r,1 - �30, , 2018, by Mary C. McQueen, CFRE, Executive Director of Development, Del Mar College Foundation, Inc., a 501(c)(3) organization supporting Del Mar College, a political subdivision of the State of Texas, on behalf of the Foundation. JL+LL 4. Page 11 of 11 Del Mar Agreement 2018 Final SC GO O Va. v AGENDA MEMORANDUM NORROPpEO Future Item for the City Council Meeting of August 14, 2018 1852 Action Item for the City Council Meeting of August 21, 2018 DATE: July 6, 2018 TO: Keith Selman, Interim City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com First Amendment to a Type A Grant for Texas A&M University—Corpus Christi CAPTION: Motion authorizing the First Amendment to the Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Texas A&M University—Corpus Christi ("TAMU-CC)which extends the date for creating programs in civil and industrial engineering until December 31, 2020 and extends the term of the agreement to December 31, 2023. PURPOSE: This amendment allows TAMU-CC more time to get their request through the Higher Education Board for the approval; of these two new engineering programs. It also gives them the next Texas legislative session to try to secure funding for these programs. BACKGROUND AND FINDINGS: The Board approved a grant of$2 million to TAMU-CC to expand their engineering programs to add civil and industrial engineering in August 2016. One of the requirements was that the legislature or Texas A&M must fund the expansion by September 1, 2018 and that is unlikely to occur. The University asks that the Board extend the deadline to December 31, 2020 to get through the next legislative session. The agreement would need to be extended by two years to December 31, 2023 to give sufficient time to build the labs. The graduates of these programs are needed to fill jobs in the City. The grant would go toward building and/or retro-fitting laboratories and purchase of equipment. ALTERNATIVES: The University is not eligible for any other incentives. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Engineering 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: Type A 1140 RECOMMENDATION: Staff recommends approval of the first amendment to the Type A Grant to TAMU-CC which extends the date for creating programs in civil and industrial engineering until December 31 , 2020 and to extend the term of the agreement to December 31 , 2023. LIST OF SUPPORTING DOCUMENTS: Agreement Amendment—TAMU-CC OFFICE of THE PRESIDENT +I� TEXAS A&M UNIVERSITY \t� CORPUS CHRISTI 6300 OCEAN DR1vE,UNIT 5756 Coxrus Cxxlsrl,TEXAS 78412-8756 O 361.825.2621 • F 361.825.5810 June 4, 2018 Dear Members of the Corpus Christi Business and Job Development Corporation Board, On behalf of Texas A&M University-Corpus Christi, I respectfully request a two-year extension of the agreement for Corpus Christi Business and Job Development Corporation funds for the Development of Facilities for the Bachelor of Science in Civil and Industrial Engineering Programs. Per Section 3.e, the Agreement shall automatically terminate if the programs are not funded by TAMU-CC or the Texas Legislature by September 1, 2018. As the programs have not yet been approved, an extension is requested to provide additional time for approval by the Texas Higher Education Coordinating Board. The Texas Higher Education Coordinating Board (THECB)is heavily scrutinizing the addition of any new engineering programs across the state. As a result, TAMU-CC decided to rescind our original submission in 2017 and add increased detail about economic development in the Corpus Christi community and the engineering employment needs in the Coastal Bend region. We had a visit scheduled with THECB Commissioner Raymund Paredes, which unfortunately got suspended until September 2018. Hurricane Harvey, implementation of the State's strategic plan, and new legislative requirements also complicated our initial timeline. We believe that our updated proposal is strong and will be resubmitting our improved request to THECB this summer; however, we cannot control the timeline for program approval, as the THECB has up to a year to make a decision regarding new degree requests. Because these circumstances have affected all engineering programs in the A&M System, we have been closely coordinating with members of the Texas A&M University System administration, including Dr. James Hallmark, vice chancellor of Academic Affairs, and Dr. Kathy Banks, vice chancellor of Engineering. Thank you for your consideration of this extension request. I truly appreciate your continued support of the Island University. Sincerely, Kelly M. Quintanilla AMENDMENT NO. 1 BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND TEXAS A&M UNIVERSITY— CORPUS CHRISTI Whereas, on September 20, 2016, the Corpus Christi City Council approved an agreement between the Corpus Christi Business and Job Development Corporation (the "Corporation") and Texas A&M University — Corpus Christi ("TAMU-CC") relating to the creation of degree programs in civil and industrial engineering, which agreement had been approved by the Corporation's Board of Directors (the "Type A Board") on August 15, 2016 (the "Agreement"). Whereas, TAMU-CC is requesting additional time to obtain matching funds and complete the project; and Whereas, the Type A Board wishes to continue the agreement and allow the project to move forward. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1) Paragraph 2 of the Agreement shall be amended to read as follows: 2. Term. The term of this Agreement shall begin on the Effective Date and expire on December 31, 2023. 2) Paragraph 3(e) of the Agreement shall be amended to read as follows: (e) If the programs are not funded by TAMU-CC or the Texas Legislature by December 31, 2020, this Agreement shall automatically terminate. 3) All other terms and conditions of the previously executed Agreement between the parties which are not inconsistent herewith shall continue in full force and effect. This Amendment becomes effective upon execution by all parties and approval of City Council. [Signature Page to Follow] EXECUTED IN DUPLICATE ORIGINALS this -day of 20_, by the authorized representative of the parties. CORPUS CHRISTI BUSINESS & TEXAS A&M UNIVERSITY—CORPUS JOB DEVELOPMENT CORPORATION CHRISTI Bart Braselton Kelly IMI.Vuintailia President President Date: Date: 3 ATTEST: Rebecca Huerta City Secretary Date: APPROVED AS TO FORM: Aimee Alcorn-Reed Assistant City Attorney se GO O Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of August 14, 2018 Nc1852Ev Action Item for the City Council Meeting of August 21, 2018 DATE: August 8, 2018 TO: Keith Selman, Interim City Manager FROM: E. Jay Ellington, Director of Parks and Recreation JayEll@cctexas.com (361) 826-3042 Naming and use of facilities at Water's Edge Park and McGee Beach CAPTION: Resolution approving Agreement with Texas A&M University— Corpus Christi (TAMU-CC) for Naming and use of facilities at Water's Edge Park and McGee Beach PURPOSE: To enter into an agreement with TAMU-CC for Naming and use of facilities at Water's Edge Park and McGee Beach. BACKGROUND AND FINDINGS: Fulton*Coastcon General Contractors made a donation to TAMU-CC for construction and improvements at the Water's Edge Park and at McGee Beach at no additional cost to the City. Upon completion of the improvements and acceptance by the City, the improvements become property of the City. The proposed improvements at McGee Beach will include six (6) sand volleyball courts, three (3) six-foot wide concrete steps including handrails on the existing seawall, three (3)showers located at the bottom of each stairway and one (1) shower located at the overlook pier structure at the bottom of the existing handicap ramp. This area will be known as "Islanders Courts". The proposed improvements at the Water's Edge Park multi-purpose slab area will include a concrete structural support system and an arched metal building roof system. This area will be known as "Islanders Pavilion". Signage for both areas will be donated by Fulton-Coastcon. A flag-pole and lighting will also be donated by Fulton-Coastcon. TAMU-CC will provide the City with an Islanders flag and will be responsible for maintaining and replacing the flag as needed. ALTERNATIVES: Reject the Resolution OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This recommendation conforms to the Park Naming Policy. City Council must approve the names of parks via council action. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTALCLEARANCES: Legal, Parks & Recreation Advisory Committee FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): N/A Comments: RECOMMENDATION: Pass a resolution recommending City Council approving Agreement with Texas A&M University — Corpus Christi for naming and use of facilities at Water's Edge Park & McGee Beach. LIST OF SUPPORTING DOCUMENTS: Agreement Resolution Resolution approving Agreement with Texas A&M University—Corpus Christi for Naming and use of facilities at Water's Edge Park and McGee Beach Be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or designee is authorized to execute an Agreement with Texas A&M University— Corpus Christi for the naming and use of facilities at Water's Edge Park and McGee Beach. A copy of the agreement is on file in the Office of the City Secretary. SECTION 2. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of 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 AGREEMENT FOR NAMING AND USE OF FACILITIES AT WATER'S EDGE PARK AND MCGEE BEACH This Agreement for Naming and Use of Facilities at Water's Edge Park and McGee Beach ("Agreement") is entered into by and between Texas A&M University-Corpus Christi ("TAMU- CC"), a member of The Texas A&M University System, an agency of the state of Texas, and the City of Corpus Christi, Texas, ("City"), concerning improvements at Water's Edge Park and McGee Beach. WHEREAS, City owns, operates, and leases the park and improvements known as the Water's Edge Park and McGee Beach, Corpus Christi, Texas, for various recreational, civic, cultural, sports, and other events and activities; and WHEREAS, Fulton*Coastcon General Contractors ("Contractor") desire to construct and provide improvements at the Water's Edge Park and at McGee Beach at no additional cost to the City as further detailed on attached and incorporated Exhibit A; NOW, THEREFORE, in consideration of the terms, conditions and covenants herein contained, the City and TAMU-CC parties hereby agree as follows. 1. Designated Name. In consideration of, and subject to, City's receipt and acceptance of the final improvements described in attached and incorporated "Exhibit A", the parties agree that the name of the improvements shall be "Islanders Pavilion and Islanders Courts at the Water's Edge Park and McGee Beach"(the"Name")for at least ten(10)years after the date that the improvements are accepted. 2. Construction of Improvements. The construction of the improvements as described in Exhibit A("the Improvements")is subject to execution and completion of separate construction change order agreement between the City and Fulton*Coastcon General Contractors. Upon acceptance of the improvements by the City,the parties agree that the improvements become City property and are owned entirely by the City. The City acknowledges that TAMU-CC shall have no liability for upkeep or damages to the Improvements, nor injuries which may occur associated with the Improvements, other than with TAMU-CC Athletics or TAMU-CC events. 3. Licenses and Approvals. TAMU-CC represents to City that it has obtained all necessary licenses and approvals for this Agreement. TAMU-CC hereby licenses City to use TAMU-CC's wordmark "Islanders" and to subcontract others to manufacture products incorporating or bearing the Name subject to City's compliance with the attached and incorporated Licensing Agreement("Exhibit B"). All such products may be used, consumed,given away, sold or held for sale by City or their agents or sub-licensees. City shall not be obliged to pay or to cause any sub-licensee to pay any royalty or other fee to TAMU-CC with respect to any use of the Name. 4. Signage. City is responsible for all signage at the City Water's Edge Park and McGee Beach, except as otherwise noted herein. TAMU-CC shall not place any signage at the Trademark License—Page 1 City property without prior approval of the City Director of Parks and Recreation. The City shall post the Contractor-donated "Islanders Pavilion" signage at or near the basketball court labeling that structure as the "Islanders Pavilion at the Water's Edge Park and McGee Beach" and shall post the Contractor-donated"Islanders Courts"signage at or near the volleyball courts designating those courts as the "Islanders Courts at the Water's Edge Park and McGee Beach". The Improvements will include a flag pole and lighting for that flag pole. TAMU-CC will provide the City with an Islanders flag as the sole flag to be displayed on that flagpole. TAMU-CC shall be responsible for maintaining the condition of the flag and said signage and replacing the flag and said signage as needed. 5. Use of the Cityproperty. The City Director of Parks and Recreation or designee oversees the use and scheduling of the "Islanders Pavilion and Islanders Courts at the Water's Edge Park and McGee Beach". The City, upon reasonable notice by TAMU-CC, shall provide priority access for Islanders Athletics and TAMU-CC use of both facilities consistent with the City's facility use agreements which shall be executed by TAMU-CC and City prior to such requested use. TAMU-CC and Islanders Athletics will contact the City Director of Parks and Recreation or designee to request said access. City Park and Recreation facility rental fees for TAMU-CC use of the Islanders Pavilion and Islanders Courts at the Water's Edge Park and McGee Beach shall be waived. 6. Notices. Unless otherwise specified herein,any notice required or permitted under this Agreement shall be deemed sufficient if given in writing and personally delivered, sent by overnight express delivery service, or deposited in the United States mail, postage prepaid, by registered or certified mail (return receipt requested) to the party to whom said notice is to be given. Notices delivered in person, or by overnight express delivery service, shall be deemed to be served effective as of the date the notice is delivered. Notices sent by registered or certified mail (return receipt requested) shall be deemed to be served by close of business on the third business day after the date said notice is postmarked to the addressee, postage prepaid. Until changed by written notice given by one party to the other, the addresses of the parties for purposes herein shall be as follows: CITY OF CORPUS CHRISTI: City of Corpus Christi Attn: Director of Parks and Recreation Department Post Office Box 9277 Corpus Christi, Texas 78469 TAMU-CC: Ashley Larrabee, Director of Marketing Phone: 361-825-3020 Fax: 361-986-0712 E-mail: licensing@tamucc.edu edu Trademark License—Page 2 With a Copy To: Director of Contracts & Property 6300 Ocean Drive, MS 5731 Corpus Christi, TX 78412 contracts@tamucc.edu 7. Authorily. Each of the undersigned by the execution hereof represents that he/she has full power, authority and legal right to enter into this Agreement on behalf of the party for whom he/she is executing this Agreement and to consummate the transactions contemplated hereby. 8. Term and Governing Law. This Agreement begins on date of last signature continues for ten (10) years. This Agreement shall be governed by and construed in conformity with the laws of the State of Texas. This Agreement calls for performance in Nueces County, Texas, wherein jurisdiction and venue for any dispute arising out of or related to this Agreement shall lie exclusively. Each party's respective obligations under this Agreement are to be paid out of currentrevenues and are subjectto appropriations of funds during each party's respective budget process. 9. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law; but if any provision or the application thereof to any party or circumstance is prohibited by or invalid under applicable law, that provision shall be ineffective only to the extent of such prohibition or invalidity,without invalidating the remainder of such provision or the remaining provisions of this Agreement or the application of such provision to other parties or circumstances. 10. Non-Waiver. No delay or omission of any party to exercise rights or powers under this Agreement shall impair any such right or power or shall be construed to be a waiver of any default. No waiver of any default shall be construed, taken, or held to be a waiver of any other default, or waiver or consent to any further or succeeding default of the same nature. 11. Successors and Assigns. This Agreement and all of the terms and provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective legal representatives, heirs, successors, and assigns. 12. Approval by City. TAMU-CC agrees that this Agreement and all provisions thereof shall be subject to City's approval at City's sole discretion. This Agreement shall not be made valid, final and binding unless approved by the City Council as indicated by authorized signature of City's representative below. 13. Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes any prior understandings and written or oral agreements between them respecting this subject matter. There are no representations, agreements, arrangements, or understandings,oral or written,between the parties relating to the subject matter of this Agreement that are not fully expressed in this Agreement. Trademark License—Page 3 EXECUTED by TAMU-CC and City on the days and year noted below, in duplicate copies, each of which shall be deemed an original. CITY OF CORPUS CHRISTI BY: Name: Title: Date: TEXAS A&M UNIVERSITY-CORPUS CHRISTI By: Name: Title: Date: Trademark License—Page 4 EXHIBIT A IMPROVEMENTS TO BE CONSTRUCTED AND NAMED City, through its agreement with Fulton*Coastcon General Contractors, will receive the following donated improvements to the Water's Edge Park and McGee Beach: 1. Six (6) sand volleyball courts placed on the existing McGee Beach. The scope of work will include nets,pole systems,pole pads, and lines. 2. Three (3) six-foot wide concrete steps to be poured on the existing seawall, including handrails 3. Three (3) showers located at the bottom of each stairway and one (1) shower located at the overlook pier structure at the bottom of the existing handicap ramp. 4. Concrete structural support system and an arched metal building roof system to be placed over the existing multi-purpose slab. 5. University signage as follows (see renderings below): a. Islanders Courts signage, b. Islanders Pavilion signage at multi-purpose slab, c. Thirty-foot flagpole with Islanders flag with lighting for 24-hour display. t am ►,user' ������d/� - z - Trademark License—Page 5 �a • .� r TEXAS A&M UNIVERSITY Co"us �y`HRLSTI EXHIBIT B LICENSE AGREEMENT This License Agreement("Agreement")is entered into effective as of the last day of execution by both of the parties hereto, who agree as follows in consideration of the mutual promises contained herein: 1. Parties 1.1 Texas A&M University-Corpus Christi ("TAMU-CC"), a member of The Texas A&M University System, an agency of the state of Texas. 1.2 City of Corpus Christi, a Texas home rule municipality. ("LICENSEE"). 2. Background 2.1 Since at least as early as 1947, TAMU-CC has used the multiple marks in connection with educational services and later as a secondary source designator for a wide range of goods and services. (hereinafter collectively referred to as the "TAMU-CC MARKS"). 2.2 LICENSEE recognizes the goodwill appurtenant to use and/or ownership of the TAMU-CC MARKS and desires to obtain a license to utilize the variations of the TAMU-CC MARKS shown in Attachment A for the Islanders Pavilion and the Islanders Courts located in downtown Corpus Christi, Texas at the Water's Edge Park and McGee Beach. TAMU-CC is willing to grant such a license under the terms and conditions of this Agreement. 3. Definitions 3.1 MARKS includes names, trademarks and service marks. Trademark License—Page 8 3.2 LICENSED MARKS means those names and marks identified in Attachment A. 3.3 LICENSED GOODS AND SERVICES means the goods and services identified in Attachment B along with example uses of the LICENSED MARKS as also shown in Attachment B, all of which may be amended from time-to-time by further agreement of the parties hereto. 3.4 TERRITORY means the United States and its territories. 3.5 EFFECTIVE DATE means the date specified in the first paragraph of this Agreement. 3.6 TERM means the effective period of this Agreement,which shall commence on the EFFECTIVE DATE and which shall continue for ten(10)years unless sooner terminated pursuant to the provisions of this Agreement. 3.7 QUALITY means an acceptable level of quality to TAMU-CC. QUALITY for LICENSED GOODS AND SERVICES is more specifically defined in Paragraph 10.1 hereof. 4. License Grant 4.1 Subject to the terms and conditions of this Agreement, TAMU-CC grants to LICENSEE the right and license to utilize the LICENSED MARKS for the Islanders Pavilion and the Islanders Courts which is described above in Section 2.2 in the TERRITORY on and in connection with the LICENSED GOODS AND SERVICES of QUALITY during the TERM hereof. 4.2 TAMU-CC shall have the right, in its discretion, to enforce rights in the TAMU- CC MARKS (including the LICENSED MARKS) against uses that it believes are likely to cause confusion. In the event that LICENSEE discovers a use that it believes is likely to cause confusion Trademark License—Page 9 with the LICENSED MARKS, LICENSEE shall inform TAMU-CC fully and the reasons for such belief. 5. Pam Use of Licensed Marks by LICENSEE in conjunction with the LICENCED GOODS AND SERVICES shall be royalty-free. 6. Default, Termination 6.1 In the event that LICENSEE fails to comply with the terms of this Agreement, TAMU-CC may serve LICENSEE with a notice of default specifying the nature of the violation and reasonable means for curing such default. If the violation is not cured within thirty (30) days from service of the notice of default, TAMU-CC may then serve a Notice of Termination, and this Agreement shall be automatically terminated upon service of said Notice of Termination. For alleged breaches of QUALITY, the terms of Paragraphs 10.1, 10.2, and 10.3 relating to cure and termination shall apply. 6.2 Either TAMU-CC or LICENSEE may terminate this Agreement at any time (whether with or without cause) after serving upon the other two (2) months' Notice of Intent to Terminate. In such event, this Agreement shall be automatically terminated two (2)months after service of said Notice of Intent to Terminate. 6.3 Unless sooner terminated pursuant to the above provisions, or pursuant to the provisions relating to QUALITY, this Agreement shall remain in effect throughout the TERM described in Paragraph 3.6 above. 7. Effect Of Termination 7.1 Upon termination of this Agreement, all rights granted to LICENSEE hereunder shall cease;provided however that LICENSEE shall be entitled to continue to use,royalty-free, its Trademark License—Page 10 name, logo, and other uses of the LICENSED MARKS in accordance with this Agreement for a period of 120 days while engaging in good faith efforts to wind up its use of such LICENSED MARKS. LICENSEE will otherwise refrain from further use of the LICENSED MARKS in connection with the offering, or promotion of goods or services. LICENSEE acknowledges that failure to comply with this provision will result in immediate and irreparable harm affording injunctive and any and all other appropriate relief to TAMU-CC. 7.2 Upon termination of this Agreement pursuant to Paragraph 6.1, LICENSEE hereby assigns all of its rights under this Agreement to TAMU-CC for no further consideration or compensation above and beyond the mutual promises contained in this Agreement. 8. Personal License 8.1 The license granted to LICENSEE is personal, and no rights hereunder may be transferred by LICENSEE without the express written approval of TAMU-CC. 9. Goodwill In Licensed Marks 9.1 LICENSEE agrees that the essence of this Agreement is founded on the goodwill associated with the LICENSED MARKS and the value of that goodwill in the minds of the consuming public. LICENSEE agrees that it is critical that such goodwill be protected and enhanced, and, toward this end, LICENSEE shall exercise good faith efforts to not take action during the TERM or thereafter to: (a) attack the title or any rights of TAMU-CC in or to the LICENSED MARKS; (b) apply to register or maintain any application or registration of the LICENSED MARKS or any other name or mark confusingly similar thereto in any jurisdiction, domestic or foreign; (c) misuse the LICENSED MARKS; Trademark License—Page 11 (d) bring the LICENSED MARKS into public disrepute; (e) destroy or diminish the goodwill in the LICENSED MARKS. 9.2 All use by LICENSEE of the LICENSED MARKS during the TERM and in the TERRITORY inures to the benefit of TAMU-CC. 9.3 LICENSEE agrees to cooperate,to the extent reasonable and permitted by law,with TAMU-CC in maintaining the goodwill of TAMU-CC in the LICENSED MARKS. 10. Quality Control 10.1 All goods and services offered by LICENSEE under the LICENSED MARKS shall be QUALITY goods and services. TAMU-CC acknowledges that the level of quality of the goods and services offered by LICENSEE to date represents an acceptable level of QUALITY under this license. LICENSEE agrees that it will,in the future, maintain or exceed its current level of quality for the goods and services offered under the LICENSED MARKS. 10.2 To enable TAMU-CC to confirm that QUALITY is being maintained, LICENSEE agrees to include a person specified by TAMU-CC on its mailing list for printed or electronic marketing materials that bear the LICENSED MARKS and that are representative of the types of materials LICENSEE uses for marketing its goods or services. LICENSEE shall also provide drafts of all printed or electronic marketing materials to the TAMU-CC contact listed in Section 13 at least ten (10) business days prior to printing and/or distribution for approval by TAMU-CC. Should TAMU-CC fail to respond within ten (10) business of receipt of the notice, the printed and/or electronic marketing materials shall be deemed accepted. 10.3 In the event that TAMU-CC believes that LICENSEE has failed to maintain QUALITY,TAMU-CC shall provide written notice to LICENSEE, stating with specificity the Trademark License—Page 12 manner in which TAMU-CC believes that LICENSEE has failed to maintain QUALITY and further specifying reasonable steps or means by which LICENSEE may cure the alleged substandard QUALITY. LICENSEE shall have thirty (30)days after receipt of such notice in which to respond to the complaint of TAMU-CC by (1) agreeing to cease the accused activity, (2) complying with the reasonable steps or means for cure, or (3) providing in writing either (a)an explanation of how the accused activity is consistent with the level of quality in existence at the time of entry of this Agreement or (b) a proposal for otherwise modifying the accused activity in a manner consistent with QUALITY. If LICENSEE fails to cure pursuant to the foregoing clauses (1), (2), or (3) or to otherwise respond within thirty (30) days, TAMU-CC may, at its discretion, terminate this License Agreement. If LICENSEE provides a written explanation or proposal pursuant to the foregoing clause(3), TAMU-CC shall have thirty (30) days to respond by (1) accepting the explanation or proposal or(2) answering the explanation or proposal with a written statement of why the explanation or proposal is not acceptable. If TAMU-CC responds by such a written statement, the parties shall have thirty (30) days after receipt by LICENSEE of the written statement of why the explanation or proposal is not acceptable in which to agree upon reasonable means for maintaining QUALITY. If the parties are unable to agree within the thirty (30) days, TAMU-CC may terminate this License Agreement. 11. Marking LICENSEE shall be required to designate the LICENSED GOODS AND SERVICES to indicate the rights of TAMU-CC in the LICENSED MARKS. TAMU-CC shall notify LICENSEE in writing of any such requirement and provide LICENSEE a copy of the applicable registration. Trademark License—Page 13 12. No Liability 12.1 LICENSEE agrees that it is wholly responsible for all goods and services offered by it, including all LICENSED SERVICES, and that TAMU-CC shall have no liability for any items or services offered by LICENSEE, including any LICENSED GOODS AND SERVICES. 13. Notices Any notice required or permitted under this Agreement must be in writing and shall be deemed to be delivered(whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address set out below. Notice may also be given by regular mail,personal delivery, courier delivery, facsimile transmission, email or other commercially reasonably means and will be effective when actually received. TAMU-CC and LICENSEE can change their respective notice address by sending to the other party a notice of the new address. Notices should be addressed as follows: TAMU-CC: Ashley Larrabee, Director of Marketing Phone: 361-825-3020 Fax: 361-986-0712 E-mail: licensingktamucc.edu With a Copy to: Director of Contracts & Property 6300 Ocean Drive,MS 5731 Corpus Christi, TX 78412 contracts@tamucc.edu LICENSEE: City of Corpus Christi Attn: Director of Parks & Recreation 1201 Leopard Street Corpus Christi, Texas 78401 Phone: (361) 826-3640 Trademark License—Page 14 14. Status Of Parties This Agreement is not intended to create, and shall not be interpreted or construed as creating, any relationship beyond what is currently provided for in the affiliation agreement, and related documents referenced in that agreement, between TAMU-CC and LICENSEE, and any representation to the contrary shall not be binding upon either party. 15. Binding Effect 15.1 This Agreement shall be binding upon and inure to the benefit of TAMU-CC and LICENSEE and their respective successors, assigns, executors, heirs, and personal representatives. 16. Governing Law and Venue The substantive laws of the State of Texas (and not its conflicts of law principles), USA, govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates. Pursuant to Section 85.18 (b), Texas Education Code, venue for a state court suit filed against The Texas A&M University System, any component of The Texas A&M University System, or any officer or employee of The Texas A&M University System is in the county in which the primary office of the chief executive officer of the system or component, as applicable, is located. At execution of this Agreement, such county is Nueces County, Texas. Venue for any suit brought against The Texas A&M University System in federal court must be in the Houston Division of the Southern District of Texas. 17. Miscellaneous 17.1 The provisions of this Agreement are severable, and if any provision shall be held illegal, invalid, or unenforceable, such holding shall not affect the legality, validity, or Trademark License—Page 15 enforceability of any other provision. Any such illegal, invalid, or unenforceable provision shall be deemed stricken herefrom as if it had never been contained herein,but all other provisions shall continue in full force and effect. 17.2 This Agreement may not be amended, modified, or rescinded except by a written Agreement executed by TAMU-CC and LICENSEE. This Agreement contains the entire agreement between the parties concerning the subject matter hereof, and supersedes any and all prior agreements, arrangements or understandings between the parties. 17.3 LICENSEE acknowledges that TAMU-CC is obligated to strictly comply with the Public Information Act, Chapter 552, Texas Government Code, in responding to any request for public information pertaining to this Agreement. 17.4 The dispute resolution process provided in Chapter 2260, Texas Government Code, and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by TAMU-CC and LICENSEE to attempt to resolve any claim for breach of contract made by LICENSEE that cannot be resolved in the ordinary course of business. LICENSEE shall submit written notice of a claim of breach of contract under this Chapter to Director of Contracts & Property of TAMU-CC, who shall examine LICENSEE's claim and any counterclaim and negotiate with LICENSEE in an effort to resolve the claim. Trademark License—Page 16 EXECUTED by TAMUCC and LICENSEE on the days and year noted below,in duplicate copies, each of which shall be deemed an original. TEXAS A&M UNIVERSITY—CORPUS CITY OF CORPUS CHRISTI CHRISTI By: By: Name: Name: Date: Date: Trademark License—Page 17 ATTACHMENT A LICENSED MARKS Refer to the Texas A&M University-Corpus Christi Design Guide for approved usage of included name and logos: hlt2:Hdesignguide.tamucc.edu/. For example, requirements are provided for use of name and logos in brochures, other print materials, and other uses. WORD MARKS: 1. Texas A&M University-Corpus Christi 2. Texas A&M-Corpus Christi 3. Texas A&M-Corpus Christi Islanders 4. Islanders DESIGN MARKS: � LAyNn�� ISLANDERS stiA � D � R ;.rte o_���s� 022054 000003 AUSTIN 177413.1 19 ATTACHMENT B LICENSED GOODS AND SERVICES Naming of the Pavilion and Courts at the City of Corpus Christi Waters Edge Park and McGee Beach with the Licensed Marks. Incorporation of Licensed Marks in approved printed and electronic marketing materials. Trademark License—Page 19 se GO O Va. AGENDA MEMORANDUM v Future item for the City Council meeting of August 14, 2018 NORROPP�EAction Item for the City Council meeting of August 21, 2018 1852 DATE: July 24, 2018 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Chief of Police mi kema(a)-cctexas.com 886-2604 Approval to enter into an interlocal agreement with Nueces County to share the Edward Byrne Memorial Justice Assistance Grant (JAG) and approval to submit a grant application to the U. S. Department of Justice for the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2018 Local Solicitation CAPTION: Resolution authorizing submittal of grant application in amount of$178,821 for Edward Byrne Memorial Justice Assistance Grant (JAG) Program with funds to be distributed to Nueces County in amount of$82,042 and City of Robstown in amount of$14,736; and authorizing Interlocal Agreements with Nueces County and City of Robstown for distribution of JAG Program funds. PURPOSE: The City must apply for these funds each year. BACKGROUND AND FINDINGS: Under the Justice Assistance Grant (JAG) (previously Local Law Enforcement Block Grant LEBG), we have been declared a disparate jurisdiction and have agreed to split the funds 50/50 with Nueces County and serve as the fiscal agent for the City of Robstown in the amount of $14,736. A disparate allocation occurs when a constituent unit of local government is scheduled to receive one and one half times more (four times more for multiple units of local government) than another constituent unit(s), while the other unit of local government bears more than 50% of the costs of prosecution or incarceration that arise for Part 1 violent crimes reported by the geographically constituent unit(s). This is the second year the City of Robstown has had a specific allocation of funds designated. Jurisdictions certified as disparate must submit a joint application for the aggregate of funds allocated to them, specifying the amount of the funds that are to be distributed to each of the units of local government and the purposes for which the funds will be used. When beginning the JAG application process, a Memorandum of Understanding (MOU) must be completed, signed, and faxed to OJP, indicating who will serve as the applicant/fiscal agent for the joint funds. The City, County, and the City of Robstown have agreed that the City will serve as the lead agency. The Nueces County Commissioners Court approved the interlocal agreement as well as proposed expenditures on August 8, 2018. The City of Robstown City Council is scheduled to review the interlocal agreement and grant proposal on August 20, 2018. JAG funds can be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice for any one or more of the following purpose areas: • Law enforcement programs • Prosecution and court programs • Prevention and education programs • Drug treatment and enforcement programs • Corrections and community corrections programs • Planning, evaluation, and technology improvement programs • Crime victim and witness programs (other than compensation With this award, the program has provided a total of$5,902,732 in grant funds to the City since the program began in 1996. The funds have been used to purchase backbone equipment for the Mobil Data/Automated Vehicle Location project, police package vehicles, unmarked police units, a property van, SWAT equipment, a bomb suit, digitized radios, radios for the Communications van, digital cameras, radars, video cameras, personal computer hardware and software, an upgrade to the computer system and the radio microwave system, a mobile police substation, polygraph instrument, air packs, SWAT rescue vehicle, radios for Project 25 compliance, and other police equipment. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $178,821 $178,821 BALANCE $178,821 $178,821 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends submitting the application. LIST OF SUPPORTING DOCUMENTS: Interlocal agreement with Nueces County and City of Robstown Resolution authorizing submittal of grant application in amount of $178,821 for Edward Byrne Memorial Justice Assistance Grant (JAG) Program with funds to be distributed to Nueces County in amount of$82,042 and City of Robstown in amount of $14,736; and authorizing Interlocal Agreements with Nueces County and City of Robstown for distribution of JAG Program funds. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or designee is authorized to submit a grant application in the amount of$178,821 to the U.S. Department of Justice, Bureau of Justice Assistance for funding eligible under the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2018 Local Solicitation with $82,042 of the funds to be distributed to Nueces County and $14,736 to City of Robstown under the Interlocal Agreements. Grant funds will be used for the enhancement of law enforcement efforts by the Corpus Christi Police Department, Nueces County and City of Robstown. SECTION 2. The City Manager or his designee is authorized to execute an Interlocal Agreement between the City of Corpus Christi and Nueces County to establish terms to distribute $82,042 of the Edward Byrne Memorial Justice Grant (JAG) Program FY 2018 Local Solicitation to Nueces County. SECTION 3. The City Manager or his designee is authorized to execute an Interlocal Agreement between the City of Corpus Christi and City of Robstown to establish terms to distribute $14,736 of the Edward Byrne Memorial Justice Grant (JAG) Program FY 2018 Local Solicitation to City of Robstown. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Everett Roy Lucy Rubio Greg Smith GMS APPLICATION NUMBER THE STATE OF TEXAS KNOW ALL BY THESE PRESENT COUNTY OF NUECES INTERLOCAL AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND THE CITY OF ROBSTOWN EDWARD BYRNE MEMORIAL, JUSTICE ASSISTANCE GRANT (JAG) PROGRAM FISCAL YEAR 2018 LOCAL SOLICITATION AWARD This agreement is made and entered into this day of , 2018, by and between the City of Corpus Christi, acting by and through its governing body, the City Council ("CORPUS CHRISTI"), and the City of Robstown, acting by and through its governing body, the City Council ("ROBSTOWN"), both of Nueces County, State of Texas, witness: WHEREAS, this Agreement is made under the authority of Section 791 .011(a), Government Code; and WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the performance of this Agreement is in the best interests of both parties, that the undertaking will benefit the public, and that the division of costs fairly compensates the performing party for the services or functions under this agreement; and WHEREAS, the CITY agrees to provide the ROBSTOWN a current estimate of $14,736 JAG funds received from Fiscal Year 2018 award; and WHEREAS, the CITY and ROBSTOWN believe it to be in their best interests to reallocate the JAG funds. Page 1 of 3 GMS APPLICATION NUMBER NOW THEREFORE, the ROBSTOWN and CORPUS CHRISTI agree as follows: Section 1. CORPUS CHRISTI agrees to pay ROBSTOWN a current estimate of $14,736 of the JAG funds received from this award. Section 2. ROBSTOWN agrees to use current estimate of $14,736, of JAG funds received from CORPUS CHRISTI under this agreement for the enhancement of law enforcement until September 30, 2021. Section 3. Nothing in the performance of this Agreement shall impose any liability for claims against ROBSTOWN other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 4. Nothing in the performance of this Agreement shall impose any liability for claims against CORPUS CHRISTI other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 5. Each party to this Agreement will be responsible for its own actions in providing services under this Agreement and shall not be liable for any civil liability that may arise from the furnishing of the services by the other party. Section 6. The parties to this Agreement do not intend for any third party to obtain a right by virtue of this Agreement. Section 7. By entering into this Agreement, the parties do not intend to create any obligations, express or implied, other than those set out herein. Further, this Agreement shall not create any rights in any party not a signatory hereto. Page 2 of 3 GMS APPLICATION NUMBER CITY OF CORPUS CHRISTI CITY OF ROBSTOWN Keith Selman Amanda Barrera Interim City Manager Mayor ATTEST: Rebecca Huerta Herman Rodriguez City Secretary City Secretary APPROVED AS TO FORM: Buck Brice Patrick Beam Assistant City Attorney City Attorney For City Attorney Date Date Page 3 of 3 GMS APPLICATION NUMBER THE STATE OF TEXAS KNOW ALL BY THESE PRESENT COUNTY OF NUECES INTERLOCAL AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND THE COUNTY OF NUECES, TEXAS EDWARD BYRNE MEMORIAL, JUSTICE ASSISTANCE GRANT (JAG) PROGRAM FISCAL YEAR 2018 LOCAL SOLICITATION AWARD This agreement is made and entered into this day of , 2018, by and between the City of Corpus Christi, acting by and through its governing body, the City Council ("CITY"), and the County of Nueces, acting by and through its governing body, the Commissioners Court ("COUNTY"), both of Nueces County, State of Texas, witness: WHEREAS, this Agreement is made under the authority of Section 791 .011(a), Government Code; and WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the performance of this Agreement is in the best interests of both parties, that the undertaking will benefit the public, and that the division of costs fairly compensates the performing party for the services or functions under this agreement; and WHEREAS, the CITY and COUNTY have previously entered into an agreement for disbursement of Fiscal Year 2012, 2013, 2014, 2015, 2016, & 2017 JAG funds which is separate from this agreement; and WHEREAS, the CITY agrees to provide the COUNTY fifty percent (50%), or a current estimate of $82,042, JAG funds received from Fiscal Year 2018 award; and WHEREAS, the CITY and COUNTY believe it to be in their best interests to reallocate the JAG funds. Page 1 of 3 GMS APPLICATION NUMBER NOW THEREFORE, the COUNTY and CITY agree as follows: Section 1. CITY agrees to pay COUNTY a total of fifty percent (50%), or a current estimate of $82,042 of the JAG funds received from this award. Section 2. COUNTY agrees to use the fifty percent (50%), or current estimate of $82,042, of JAG funds received from CITY under this agreement for the enhancement of law enforcement until September 30, 2021. Section 3. Nothing in the performance of this Agreement shall impose any liability for claims against COUNTY other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 4. Nothing in the performance of this Agreement shall impose any liability for claims against CITY other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 5. Each party to this Agreement will be responsible for its own actions in providing services under this Agreement and shall not be liable for any civil liability that may arise from the furnishing of the services by the other party. Section 6. The parties to this Agreement do not intend for any third party to obtain a right by virtue of this Agreement. Section 7. By entering into this Agreement, the parties do not intend to create any obligations, express or implied, other than those set out herein. Further, this Agreement shall not create any rights in any party not a signatory hereto. Page 2 of 3 GMS APPLICATION NUMBER CITY OF CORPUS CHRISTI COUNTY OF NUECES Keith Selman Samuel L. Neal, Jr. Interim City Manager County Judge ATTEST: Rebecca Huerta Kara Sands City Secretary County Clerk APPROVED AS TO FORM: Buck Brice Laura Garza Jimenez Assistant City Attorney County Attorney For City Attorney Date Date Page 3 of 3 se o� � v AGENDA MEMORANDUM N0ORPOR IEO Future Item for the City Council Meeting of August 14, 2018 1852 Action Item for the City Council Meeting August 21, 2018 DATE: August 14, 2018 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Police Chief MikeMa(a�cctexas.com (361) 886-2601 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kim 132(acctexas.com (361) 826-3169 Five-Year Service Agreement for Security Alarm Permitting and False Alarm Management System Services for a total not to exceed $575,000 CAPTION: Motion authorizing a five-year service agreement with PM AM Corporation, Dallas, Texas, for security alarm permitting and false alarm management system services for a total amount not to exceed of$575,000. PURPOSE: To approve a five-year service agreement with PM AM Corporation to provide security alarm permitting and false alarm management system services for the Police Department. BACKGROUND AND FINDINGS: The agreement will secure a firm to provide security alarm permitting and false alarm management system and administration services to include acquiring all relevant and required equipment, licenses, and services for the Police Department. Since 2014, the Police Department has collected over $2,261,265 in revenue from this service. The Purchasing Division conducted a Request for Proposal processes to obtain proposals for the new contract. The City received one responsive, responsible proposal for RFP No. 1428 Security Alarm Permitting and False Alarm Management System and is recommending the award to PM AM Corporation, based on Best Value to the City. Comparison: Under the current contract the contractor retains 28% of all revenue collected, with our recommendation to award the contract to PM AM Corporation the City will receive 81% of all revenue collected with the contractor retaining only 19% resulting in a savings for the City. 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 $0.00 $575,000.00 $575,000.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 This item $0.00 $575,000.00 $575,000.00 BALANCE $0.00 $0.00 $0.00 Fund(s): General - 1020 Comments: The five-year do not exceed contract value is $575,000 which is taken from the revenue collected through the security alarm permitting and false alarm management program. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Evaluation Matrix RFP No. 1428 Security Alarm Permitting and False Alarm Management System Buyer - Roberta Ortiz Proposal Evaluation PM AM Corporation Minimum Qualifications Must have operated continuously for a minimum of five years as an Pass established firm in providing same service No outstanding lawsuits during last 5 years or current litigation with the City Pass during last 5 years No outstanding regulatory issues last 5 years Pass References Provided for firm Pass Technical Proposal Technical Proposal (50 points) 48 Firms' Experience (18 points) Team Experience (18 points) Understanding of Project Scope (14 points) Interview Interview (30 points) 26 Firms' Experience (8 points) Team Identificaton (10 points) Understanding of Project Scope (12 points) Price Price (20 points) 20 Total 94 SC 0 > SERVICE AGREEMENT NO. 1428 U 1 1 Security Alarm Permitting and False Alarm Management System bO RPOR Af� 1852 THIS Security Alarm Permitting and False Alarm Management System Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and PM AM Corporation ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide security alarm permitting and false alarm management system services in response to Request for Bid/Proposal No. 1428 ("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 security alarm permitting and false alarm management system ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 60 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then- current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. The total value of this Agreement is not to exceed $575,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this 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: Pat Persohn Department: Police Department Phone: (361 ) 886-2743 Email: Pate@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid or proposal, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Pat Persohn Title: Administrative Manager Address: 321 John Sartain St, Corpus Christi, TX 78401 Phone: (361 ) 886-2743 Fax: (361 ) 886-2607 IF TO CONTRACTOR: PM AM Corporation Attn: James Moss Title: Vice President Address: 5430 LBJ Freeway, Suite 370, Dallas, TX 75240 Phone: (972) 831-7404 Fax: (972) 831-7499 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form 12/15/17 A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1 ) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Contractor verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form 12/15/17 CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. 1428 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form 12/15/17 Attachment A: Scope of Work 1. Scope of Work A. Contractor will host and provide a security alarm permitting and false alarm management system and administration services. This includes acquiring all relevant and required equipment, licenses and services to ensure system is available and reliable. B. Contractor will develop, test and maintain all integration points to City's Computer Aided Design and Geographic Information System for location/Address validation as an integral part of maintaining with the city's ordinance 026904. C. Contractor shall accurately convert all the pertinent data from current systems to populate the security alarm permitting and false alarm management system. Effective interfaces shall ensure that all organizations involved use the most accurate and current information reducing the disruption to City's law enforcement personnel. 2. Security Alarm Services Requirements Contractor and provider's system shall furnish all appropriate supplies and services including but not limited to: A. Provide the City with necessary documentation for appeal hearings such as late fee, permit renewal. B. Store and maintain information pertinent to: 1 . Alarm Permits 2. Permit Holders 3. Permit Holders with outstanding charges 4. Non-Permit Holders with outstanding charges 5. Permit holders with fee exemptions 6. Address verification database C. Provide bi-directional data transfer between the Contractor's alarm data system and the City's Computer Aided Design. D. Contractor shall perform invoicing and collection of payments in accordance with the rates established by the City's Ordinance 026904 and ensure all rate changes are updated when rate changes are in effect. E. System shall be able to maintain the following information: 1 . New alarm permits issues and fee collected 2. Annual Permit renewals invoiced and fees collected Page 1 of 10 3. Permits revoked and reason for revocation 4. Number of false burglar and panic alarms 5. Number of false burglar and panic alarms invoiced and fee collected 6. False burglar and panic alarms by permit holder 7. False burglar and panic alarms for non-permit holder 8. Permit origination date 9. Permit renewal date 10.Permit revocation date 11 .Permit reinstatement date 12.Reinstatement of suspended permits for excessive alarms would have original issue date for the permits. 13.Historical record of each false alarm per permit. F. Identify: 1 . Permit holder 2. Non-permit holder G. Capture the following information: 1 . Permit number 2. Permit issue date 3. Permit expiration date 4. Permit type (commercial/residential) 5. Name of business or residential applicant/holder 6. Permit holders valid state issue ID or driver's license 7. Location: • Street location • Zip code • Type of property (commercial/residential) • Telephone numbers • Contact persons (minimum of 2) and phone number(s) • Type of alarm system installed (burglary, panic, robbery) 8. Invoicing: • Permit holder name • Full mailing address with zip code • Contact person and phone number(s) • History of Incidents in the past 12 months from the current invoice date • History of unpaid invoices 9. Permit Holder Responsible for Alarm • Name • Date of birth • Complete mailing address • Phone numbers Page 2 of 10 • On-site emergency contact numbers 10. Name and telephone number of alarm monitoring company 11 . Name and telephone number of company that installed the alarm system 12. Special medical concerns/disabilities of permit holder 13. On premises pet information H. Perform address validation against City's Computer Aided Design/Risk Management Solutions database. I. Maintain an alarm company master file which includes: 1 . Assigned code number 2. Name, address, and telephone number of business 3. Manager's name, and telephone number J. Automatically generate a unique permit number. K. Maintain reasons for denial of issuance of permit, including: 1 . Permit Application incomplete, misleading, false 2. Applicant has unpaid security alarm related fee owed to the City 3. Alarm system install is unreliable L. Generate renewal notices and second renewal notices automatically within specified periods. M. Generate revocation notices based upon City's ordinance 026904. N. Generate notice to alarm users without permits. O. Maintain historical information on permit issuance, renewal, suspension and reinstatement on each property. P. Maintain current permit status information. Q. Maintain incident count of alarms, their disposition and information on each permit. R. Cross-reference capabilities between permit holder names and properties. S. Search on permit holder and business name. T. Download and print permits, blank application forms with mail-in information from the web portal. Page 3 of 10 U. Archive inactive permits based on the City's data retention policy. V. Maintain a table of incident criteria • Permit Holder- telephone number • Non-permit owner • Number of false alarms before l st suspension (permit holder only) W. Interface with City's CAD in the following capacity: 1 . Transfer on-line/on-demand entire registration database from proposed Service Provider's system to City's CAD including the following: a. Permit number (or non-permit identifier b. Name c. Location d. Permit status e. Expiration date f. Last incident date and time g. Alarm type h. False alarm incident count i. Beat information 2. Transfer on-line/on-demand incident reports from City's CAD to Service Providers system including: a. Incident number b. Priority c. Call code d. Disposition e. Date f. Time • Received • Dispatched • Arrived • Alarm Cleared g. Remarks h. Site name and location i. Reporter's name, address, phone number j. Dispatcher- employee number and terminal k. Phone clerk - employee number and terminal I. Cleared code and disposition m. Officer number n. Unit(s) assigned Page 4 of 10 3. Capture and provide all transactions and relevant confirmation, reconciliation of data on daily basis for auditing purpose. X. Make adjustments/corrections on fees at the request of the City, accounting errors and/or appeal hearings. Y. Generate incidents manually for account. Z. Issue notice(s) to permit holders with excessive false alarms. AA.Issue notice(s) to non-permit holders with false alarms. BB.Archive historical data. CC.Accept/establish temporary account numbers for non-permit holders who have incurred false alarm charges. DD.Transfer a temporary account number charges to a permanent account (permit) number. EE.Process permit applications, issue permit and notify the customer of the application outcome within one business day. FF.Revoke permits according to City's ordinance 026904. 3. Report Requirements The system shall generate the following reports including but not limited to: A. New alarm permits issued and fees collected by type of property (commercial/residential). B. Annual permit renewals invoiced and fees collected. C. Permits revoked and reason for revocation. D. Permits reactivated and reason for reactivation. E. Number of false burglar alarms. F. Number of false burglar alarms invoiced and fees collected. G. Listing of Permits by beat. H. False alarms by permit holder. Page 5 of 10 I. False alarms by non-permit holder. J. Revocation report by permit holder after eight false alarms at the same location. K. Revocation report by permit holder for outstanding fee at the same location. L. Exception listing of permits/non-permits which has exceeded established limitations. M. Listing of permits by: 1 . Alarm company 2. Permit number 3. Site address 4. Business/owner name 5. Police reporting district N. Listing of permit counts in all categories. O. Listing of outstanding charges by permit. P. Monthly Alarm company roster. Q. An incident exception report generated during daily incident update process City's CAD. R. Daily and monthly activity reports including: 1 . New permits 2. Renewal notices 3. Second notices 4. Account invoicing 5. Incidents processed S. Monthly AR report (Excel, Access, or Adobe) format: 1 . Amount invoiced by call signal 2. Amount collected by permit type and call signal T. Fiscal year (Oct-Sept) Accounts Receivable aging report by permit type. U. Ability to provide reports in both alpha and permit/account number order. V. Additional on-demand reports as required by City. Page 6 of 10 4. Financial and Collection Requirements A. Contractor shall comply with the Fair Debt Collection Practices Act and all other state and federal laws. B. Contractor shall comply with the Federal Trade Commissions' Red Flag Rules, which implement Section 114 of the Fair and Accurate Credit Transactions Act of 2003, as amended. C. Contractor shall comply with PCI (Payment Card Industry) for all credit card transactions. D. Contractor would make all collections related to security alarm permits and false alarm fees and would deposit the collected revenue in a designated city's account managed by the Contractor. E. At the start of each month Contractor will reconcile the City's bank alarm account for the previous month and provide Contract Administrator with an invoice showing the fee calculation and supportive bank reconciliation. Once invoice is approved by the Contract Administrator, bank would be authorized to issue transfer (e.g. ACH transfers) to City and Contract Administrator for the proposed revenue shared amount. F. The Contractor must have a functional system to serve as the invoicing and collections agent and accounts receivable (A/R) manager for the City for security alarm permitting and false alarm management service. G. Invoice content and other correspondence will provide instructions directing the customer to call a Contractor maintained and staffed phone number to answer questions about permits, invoices and other false alarm system matters. Questions concerning the validity of any response or action taken by an employee(s) of CCPD regarding a specified alarm call will be directed to a representative of CCPD. H. Format of all invoices and correspondence shall be approved by the Contract Administrator. I. Invoice format will provide stub or appropriate remittance form to accompany payment. J. Contractor shall be able to utilize multiple techniques for collections. K. Contractor shall keep detailed A/R to be reviewed by City at any time. Page 7 of 10 L. Contractor will provide the ability for customer to apply and obtain permits by mail or online; and ability to pay fee online, by phone or mail. M. Payments made by mail will be directed to a local lockbox maintained and managed by Contractor. N. Contractor will be responsible for handling bad checks and stop payment situations. O. Contractor must have the ability to generate invoicing for alarm charges which includes the following information: Summary information: 1 . Previous/past due amounts 2. New charges 3. Payments 4. Adjustments 5. New balance due Detail information: 1 . Type of incident 2. Date of incident 3. Time received 4. Reason/description 5. Charges, if applicable P. Contractor must have the ability to show all incidents and their associated charges during the current invoicing period. Q. Contractor must have the ability to provide itemized balance forward capabilities on invoicing. R. Contractor must have the ability to invoice miscellaneous charges (i.e. returned check fees) S. Contract Administrator should get access to the point-of-sale system to view citizen's transactions as they occur. T. Contract Administrator should also have access to the bank account maintained by the service provider so all deposits can be viewed. Page 8 of 10 5. Technical Requirements A. Contractor shall provide production server hardware and software environment capable of supporting operations and transaction volumes. This environment shall be capable of sustaining 99.999% uptime. B. Security Alarm system shall be load-balanced and cater high availability architecture. C. System shall be behind a firewall on isolated network and all login activities shall be logged. D. System accounts should be provisioned in accordance with Segregation of Duties. E. Contractor should use Secure Sockets Layer (SSL) Certificate providing secure encrypted communication between client browsers. This security is also enforced to server's Payment Gateway. F. Permit Holder information should be encrypted. G. Contractor shall maintain, manage and be in compliant to all hardware and software licenses and/or security patches required for the application. H. Contractor shall provide access to a Test server hardware and software environment configured in accordance with the production environment and be able to verify modifications and enhancements prior to their introduction into the production environment. I. Contractor shall perform testing of the configured solution prior to taking System into production. The purpose of this testing will be to confirm the integration of all components, assess the configuration, and identify issues to be resolved. Testing shall include Integration Testing of all integration points and interfaces. J. User Acceptance Testing shall be conducted by the City with the Contractor's assistance. K. Contractor shall provide technical support to end users 24 x 7 x 365 days. Technical Support is defined as actions required to address "System Outage" issues and outages where all or part of the service is inaccessible. Contractor shall provide a phone number to access technical support from qualified technical support personnel in the event that system down errors or host outages occur. Page 9 of 10 L. In an event of "System Outage", Contractor shall notify Contract Administrator within 10 minutes of the issue occurrence. M. Contractor shall notify the City of any scheduled or unscheduled maintenance that is expected to make the hosted services unavailable. Such notifications shall be sent via e-mail to the designated Contract Administrator no less than one calendar week before the planned event. With rare exception, scheduled maintenance shall be performed on weekends (Saturday through Sunday) during the evening and/or early morning hours. N. Contractor shall communicate any/all known inaccuracies in the City's data caused by an outage or system failure and shall work to correct any inaccuracies within a reasonable period of time. O. Contractor shall provide electronic versions of all Hardware and Software technical documentation. This documentation should include, but not be limited to, the following: 1 . System and database administration procedures 2. Integration programming specifications 3. Customization specifications 4. Interface specifications 5. Backup and recovery procedures P. Contractor's online system would be linked to City of Corpus Christi website and application URL should be masked to indicate City of Corpus Christi. Q. Upon termination, or at the end of the contract period, the Contractor must turn over all records, files, database and related project information and materials to the City within 90 days. R. Contractor will be required to provide the City all invoices, revenue transactions and alarm data for auditing purposes when requested by City within one business day. Any planed auditing activities relevant to hosted solution shall be communicated to Contractor in advance. 6. Training Requirements Contractor shall provide training for City employees. Training shall be conducted in several sessions on an as needed basis. Page 10 of 10 $ Attachment B: Bid/Pricing Schedule cP CITY OF CORPUS CHRISTI Pricing Form PURCHASING DIVISION RFP No.1428 Security Alarm Permitting and False Alarm Management System PAGE 1 OF 1 DATE: 04/09/2018 _ PM AM Corporation PROPOSER �UTHORWMSIGNATURE 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing proposal. 2. Provide your best price for each item. 3. In submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. c. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. UNIT TOTAL ITEM DESCRIPTION QTY UNIT PRICE PRICE 1.0 Percentage of collections charged for billin of false alarm bills 42,500 % 19% 2.0 Percentage of regular permits and renewal 72,500 % 19% ermits. Note: PM AM Corporation shall charge a flat 19% on all amounts collected. The estimated value of the contract is $575,000.00, the contractor will retain 19% of all revenue collected. 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 B (All States Endorsement if Company is of this Attachment. 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 Page 2 of 3 • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. 5. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 6. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Purchasing Security Alarm Permitting and False Alarm Management 01/18/2018 sw Risk Management Bonds Section 5.(B) is not required for this service. Page 3 of 3 Attachment D: Warranty Section 8. Warranty of this service agreement is null; warranty is not required. Page 1 of 1 SC GO O Va. AGENDA MEMORANDUM NORROPPEFuture Item for the City Council Meeting of August 14, 2018 1852 Action Item for the City Council Meeting August 21, 2018 DATE: August 14, 2018 TO: Keith Selman, Interim City Manager FROM: Robert Rocha, Fire Chief RRocha(a�cctexas.com (361) 826-3932 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kim 132(acctexas.com (361) 826-3169 One year Supply Agreement for the Purchase of Ambulance Parts for CCFD not to Exceed $50,000, with Three One year Options and a Total Potential Multi-year Amount of Up to $200,000 CAPTION: Resolution authorizing a one-year supply agreement for ambulance parts with Frazer Ltd., of Houston, Texas for a total amount not to exceed $50,000 with three one-year options for a total potential multi-year amount of$200,000. PURPOSE: The supply agreement will provide the needed parts to repair our ambulances. BACKGROUND AND FINDINGS: The Corpus Christi Fire Department Fleet Maintenance Division would like to establish a supply agreement for ambulance parts from Frazer, Ltd. Our entire fleet of ambulances are purchased from Frazer, Ltd. and most of their parts are proprietary to these units. This program is critical to sustaining the Medic units reliability for service. Ambulance maintenance is a very complex and intricate part of providing reliable equipment to serve our community. This supply agreement for ambulance parts will help minimize our Medic Unit out of service time when the need arises to repair our Medic units. 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: Fire Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017- 2018 Current Year Future Years TOTALS Line Item Budget $166,792.22 $41,666.67 $208,458.89 Encumbered / Expended Amount $126,468.15 .00 $126,468.15 This item $8,333.33 $41,666.67 $50,000.00 BALANCE $31,990.74 .00 $31,990.74 Fund(s): General Fund Comments: The initial contract is for an amount not to exceed $50,000, of which $8,333.33 is funded in FY2017-2018 budget. The total contract value will be $200,000 if all option years are executed. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Supply Agreement Pricing Sheet Resolution authorizing a one-year supply agreement for ambulance parts with Frazer Ltd., of Houston, Texas for a total amount not to exceed $50,000 with three one-year options for a total potential multi-year amount of $200,000. WHEREAS, Ambulance parts will be purchased by the Fire Department; WHEREAS, the supply agreement will provide purchases of ambulance parts for the Medic Units; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (2), as this purchase is necessary to preserve or protect the health or safety of the City's residents; WHEREAS, there is also a statutory exception for this procurement in Local Government Code, Section 252.022(a) (7), as this purchase is available from only one source; 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 purchase ambulance parts for the Fire Department and to execute a one-year service agreement with three one-year options to extend with Frazer, Ltd., of Houston Texas, for a total amount not to exceed $200,000. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Page 1 of 2 Corpus Christi, Texas day of 20 The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Everett Roy Lucy Rubio Greg Smith Page 2 of 2 CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION Ambulance Parts for CCFD BUYER: MINERVA ALVARADO Frazer Ltd. Houston,Texas ITEM DESCRIPTION COST QUANTITY 1EXTENDED TOTAL 1 Ambulance Parts See Catalogue 1 YR $50,000.00 TOTAL `$50,000.00 *Do not exceed mUs c.� �o w A SUPPLY AGREEMENT NO. 1808 U Ambulance Parts for CCFD yaeaoRp 1852 THIS Ambulance Parts for CCFD Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Frazer LTD ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Ambulance Parts for CCFD in response to Request for Bid No. N/A ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Ambulance Parts for CCFD in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 12 months. The parties may mutually extend the term of this Agreement for up to three 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 $50,000.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Kevin Sullivan Fire Department 361 .826.3923 KevinSuCcctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. Warranty. (A) The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 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: Kevin Sullivan Equipment Maintenance Superintendent 1501 Holly Road, Corpus Christi, Texas 78417 361 .826.3923 Fax: 361 .826.4325 IF TO SUPPLIER: Frazer LTD Attn: Bert Jones VP of Quality and Service 7219 Rampart, Houston, Texas 77081 713.772.5511 Fax: 888.372.9371 17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits), B. its attachments, C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Supplier's bid response (Exhibit 2). 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as 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 Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form 12/15/17 goods or services unless the contract contains a written verification from the company that it: (1 ) does not boycott Israel, and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Supplier 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) Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form 12/15/17 SUPPLIER Signature: Printed Name: Bert Jones Title: VP of Service and Quality Control Date: 08-01-2018 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 Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB No. N/A Exhibit 2: Supplier's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form 12/15/17 �lg ' Attachment A: Scope of Work 1852 4■pag7 Fn SCOPE OF WORK: 1 . Contractor will provide the ambulance parts. 2. Parts will be ordered from the contractor on as needed basis. 3. Contractor shall ship needed parts within seven days. 4. Provide updated pricing sheet/catalogue whenever updates are available. 5. Contractor will contact the contract administrator for any delays on shipment and invoice concerns. 6. Invoices to be e-mailed to the contract administrator. 7. Catalog pricing to include freight. Page 1 of 1 Attachment B: Quote/Pricing Schedule CITY OF CORPUS CHRISTI QUOTE FORM lam((A]] 1. Refer to Contract Terms and Conditions before completing quote. 2. Quote your best price, including freight, for each item. 3. In submitting this quote, Contractor certifies that the prices in this quote have been arrived at independently, without consultation, communication, or agreement with any other contractor or competitor, for the purpose of restricting competition with regard to prices. Invitation to quote, FOB Destination, Freight Included, on the following: DESCRIPTION QTY UNIT UNIT PRICE PRICE TOTAL Base on Base on catalogue Parts 1 EA catalogue pricing pricing Exhibit A - Corpus Christi Pricing Schedule TOTAL $50,000.00 COMPANY: Frazer LTD NAME OF PERSON AUTHORIZED TO SIGN: Bert Jones ADDRESS: 7219 Rampart CITY/ STATE/ZIP Houston,Tx 77081 PHONE: 713-772-5511 EMAIL: bjones@frazerbilt.com FAX: 888-372-9371/ DATE: 7/17/2018 SIGNATURE: �� TITLE: VP of Service and Quality Control 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. RFQ Revised 7.13.2017 Pafe 1 of 1 Exhibit A: Corpus Christi Pricing Schedule Item Description Price 1058 Washer-Flat, 19.5 x 30 mm 0.74 1112 Gasket-Intake Manifold,Generator 5.32 1169 Gasket-Throttle Body,Generator 5.08 1315 Isolator-Spring,Small,Generator 5.09 1366 Gasket-Carburetor to Air Box,Generator 5.06 1367 Isolator-Spring, Large,Generator 5.09 1611 Gasket-Manifold/Muffler,Generator 9.19 1665 O-Ring-Oil Pump,Generator 5.06 1666 Gasket-Breather Plate,Generator 6.69 1687 Breather Tube-90 deg,Generator 4.92 1918 Connector-Straight,QD,Male,Brass 11.57 2015 Gasket-Exhaust Manifold,Generator 3.26 2060 Plug-Spark,5.5 Generator 7.60 2061 Gasket-Crank Case,Generator 40.36 2269 Gasket-Exhaust Manifold,Generator 6.26 2367 Clearance Light 1 wire red 8.09 2368 Clearance Light 1 wire amber 8.09 2429 Plate-Breather,Generator 9.22 2443 Harness-ISO Relay/Socket, 12V,40/60A 13.10 2799 Kit-Filter,Fuel,Generator 14.97 2820 Gasket-Cylinder Head 1,Generator 12.81 2821 Gasket-Cylinder Head 2,Generator 12.55 2840 Filter-Oil,5.5/7.0 Generator 11.29 3098 Filter-Air,5.5 Generator 14.32 3549 Belt-Poly,Ribbed,Generator 23.42 3625 Alarm: Back Up 48.97 4091 Coil-Ignition,Generator,30 in Lead 38.36 4092 Coil-Ignition,Generator,21 in Lead 35.79 Page 1 of 6 Item Description Price 4285 Assembly-Brush Block,Generator 40.92 4294 Switch-Rocker,Start/Stop,5.5 Generator 40.59 4450 Switch-Oil Pressure,Generator 76.74 4668 Switch-High Pressure,100 PSI,Air Ride 54.70 4713 Assembly-Tensioner Arm/Pulley,Generator 58.85 5217 Meter-Hour,Generator 94.03 5655 Light-Back-Up, LED,Round,Clear Lens 149.14 5927 Battery Charger:30 Amp Inteli-Power 9100 165.38 5948 Starter-Electric,Generator 202.13 6085 Throttle Body-EFI,Generator 305.64 6376 Muffler-Exhaust,Generator 448.42 6583 Assembly-Rotor,Green Generator 492.50 6617 Stator-5.5 Generator(Green) 1,118.30 6885 Control Board-Circuit,Generator 795.28 7503 Latch-Rotary,Left Hand 14.20 7504 Latch-Rotary,Right Hand 13.93 7540 Door Grabber-Chrome,w/Gaskets 29.14 7654 Horn-Air,Chrome, 10 in 246.40 7655 Horn-Air,Chrome, 12 in 250.89 7678 Compressor-12V,1.5 CFM,Air Horn 548.80 7678 Compressor 12 VDC 1.15 CFM 548.80 8013 Nut-Lock,Nylon Insert,SS,1/4-20 0.13 8066 Screw-Pan Phil.,SS,1/4-20 x 5/8 in 0.21 8573 Switch-Rocker,SPST,On-None-Off,Lit x1 8.47 8580 Fuse-MEGA,Bolt-On,125A 8.30 8581 Fuse-MEGA,Bolt-On,150A 9.74 8607 Switch-Rocker,DPDT,On-Off-On,WHT 17.60 8643 Switch-Rocker,DPDT,(On)-Off-(On),WHT 12.94 Page 2 of 6 Item Description Price 8857 Solenoid-SPST-NO,Cont.Duty,12V,85A 39.31 8865 Relay-SPST,High Current, 12V,75A 39.29 8938 Gauge-Fuel,90 Ohm 53.97 9040 Medical Isolator 56.36 9122 Solenoid-SPDT,Cont. Duty, 12V, 100A 109.77 9153 Strap-Rebound, 1 x 8.25 in 73.78 9313 Valve-Height Control,Granning 121.36 9566 Air Spring-1T14C6,Air-Ride Chevy 292.13 9677 Compressor-12V,1/3 HP,Air Ride 884.05 9936 Dump Valve-Air Suspension 113.45 10045 Valve-Drain, Heated,12V 5A 178.45 10349 Contact Kit:Electric Locks 41.27 10351 Relay:Keyless Entry 92.23 10541 Stud-Ball,10mm,Zinc Finish 0.95 10776 Cam Lock-5/8 in,LS300,w/2 Keys 12.77 11106 Pulley-5 in,Generator 79.31 11107 5.5 Door Latch 19.90 11167 Fitting-5/16 Female x 5/16 Fuel Straight 3.68 11168 Fitting-5/16 Male x 5/16 Fuel Straight 1.79 11316 Latch-Paddle,545 Key,Slotted Holes 30.26 11586 Harness-Engine,Green Generator 230.15 11692 Clamp-Hose/Ear,SS,13.2 to 15.7mm 0.84 11725 Bulb-Halogen Light,Screw Base,250W 10.29 11841 Belt-Seat, Floppy Buckle,Black,8 in 9.77 11846 Speaker:AS 124 244.86 11849 Siren:200 watt self contained 327.83 11999 Switch SP/ST Momentary on/off/on 9.35 12188 Shock-Gas,Metal End, 11.3 in 37.70 Page 3 of 6 Item Description Price 12234 Flap Seal-Black Rubber.65 in x 1.25 in 1.62 12701 Coupling-Fly Wheel Pulley,Generator 43.50 13207 Cladding-Bumper Strip,Tread Brite 9.45 13208 Bumper-Rear,Center Step 271.95 13263 Bumper Endcap-Driver,Bengal Silver 200.19 13264 Bumper Endcap-Passenger,Bengal Silver 206.20 13767 Thermostat-SMXIII,Digital Display,BLK 93.92 14949 M6 LED Amber with clear lens 202.84 14951 M6 LED Clear with clear lens 203.01 14952 M6 LED Red with clear lens 203.01 14954 M6 LED Blue with clear lens 203.01 14956 M6 light flange 16.19 14965 Rear Camera 287.70 15465 M9 Flange 26.02 15674 Shore Power-Locking, NEMA 5/30A,WHT 147.02 17194 O-Ring-Oil Fill Cap,Generator 4.92 17306 M6 Super LED load light 358.74 17556 Light-Indicator,w/Resistor,LED, Red 10.40 17969 Organizer:Acrylic,Small 241.50 18140 Housing-Dual Pioneer Floodlight,Chrome 421.91 18906 Braided Hose with Check Valve 23.02 18994 Bracket-Hat,10mm Ball Stud 5.63 19300 Power Adapter DC power 167.92 19434 Control Board-Truck Power,AC 136.58 19524 Manifold-Exhaust,Generator 254.87 19964 M6 Brake/Tail/Turn 155.11 20245 Air gauge 200 psi 19.72 20400 License Plate Holder 25.41 Page 4 of 6 Item Description Price 20496 Fan-Condenser, 12 in,AC 220.95 20674 Boot Rubber-Dodge, Prepped and Glued 47.25 20778 Outlet 02 single 111.25 21052 Light-Indicator,w/Resistor,LED,Green 9.14 21656 Power Supply-Industrial,AC/DC 12V 500W 1,587.60 22206 M9 Red/Blue with clear lens 349.29 22607 M4 Blue with clear lens 175.92 22791 Meter-Hour,Digital 42.04 23071 Buzzer with Whoop Tone 28.35 23141 Trim-Corner Cap,Roof 48.30 23407 Helashrink-Heat Shrink for Power Supply 16.80 23435 Screw-Tek, Pan Phil.,SS, 10-16 x 1 in 0.25 24422 Generator-Commercial QG EFI 5.5,Prepped 4,725.00 24440 Harness-Engine,White Generator 235.11 20875 Air Conditioner Self Contained 3,570.00 24597 Window-Vertical,Dark Gray, Black Frame 196.52 24893 Control Board-Generator,EFI 637.04 24976 Latch-Paddle, Back to Back,J236 Lock 132.15 25106 Relay-SPDT Bracket,12V,20/40A 6.20 25147 Light-Stop/Tail/Turn,12V,Round,Red 40.07 25428 Assembly-Door,White,Generator 197.98 25458 Supernova brake/tail/turn red 3" 13.92 25459 Supernova back up clear 3" 36.12 26069 Screw-Pan Phil.,SS,M4 x 10mm 0.08 26222 Realy 5 pin 31.44 26444 Pump-Fuel,Inline, External,155 LPH 159.60 26494 Harness-Remote Pump, 15 ft,Generator 91.33 26666 Fitting-Branch Y, 1/4 in OD x 1/4 in NPT 16.76 Page 5of6 Item Description Price 26805 Harness-Lambda Power Supply 90.52 26886 Connector-TL,30A 125V 2P, BLK/WHT 48.22 26886 Connector 30 amp Female 48.22 26991 Filter-Fuel,In-Line,5/16 in 33.58 26999 Plug 30 amp male 19.61 27023 Actuator compartment doors 50.30 27171 Actuator Kit,Cleveland Latches 50.55 27286 Fitting-Inline Fuel Pump,Bundy,5/16 in 12.45 27426 Light:compartment 28.35 28121 Swich postive lead magnetic 30 amp 88.20 28394 Light flex light pure white 24"leads 12"sec 21.00 28395 Light flex light pure white 24"leads 36"sec 51.09 28396 Light flex light pure white 24"leads 43"sec 62.14 28397 Light flex light pure white 24"leads 55"sec 78.27 29232 Cushion-Seat,Squad Bench Short,Magnets 173.25 30481 Inlet-DSN Shore Power,30A,125V, Poly 153.68 30481 Shore Power inlet Meltric 153.68 30488 Handle-DSN Shore Power Inlet,Nylon 39.90 30507 Receptacle-DSN Shore Power 30A 125V Poly 319.58 30512 Cap-DSN Shore Power Inlet,Spring-Loaded 268.80 30513 Plate-Adapter, DSN Shore Power Retro-Fit 71.90 30777 Bracket-Door Shock Mount 14.70 31325 Vacuum Pump 12 VDC 355.09 31943 Rod-Connector, EMC Actuator 11.80 31944 Rod-Connector w/Eye, .188 in 3.51 EXT-Warr AC Warranty 500.00 Page 6 of 6 Attachment C - Insurance and Bond Requirements Section 5. (A) and (B) are null for this Service Agreement. Page 1 of 1 Attachment D: Warranty Requirements Standard new part warranty shall apply. Page 1 of 1 RFQ Revised 7.13.2017 se GO O Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of August 14, 2018 Nc1852Ev Action Item for the City Council Meeting of August 21, 2018 DATE: July 24, 2018 TO: Keith Selman, Interim City Manager FROM: Robert Rocha, Fire Chief, Corpus Christi Fire Department RobertR(o-)-cctexas.com 826-3938 Motion authorizing the Corpus Christi Fire Department to house a Texas Emergency Task Force AMBUS unit for the Emergency Medical Task Force program CAPTION: Motion authorizing the Corpus Christi Fire Department to house a Texas Emergency Task Force AMBUS unit for the Emergency Medical Task Force program. PURPOSE: An AMBUS is a special EMS (Emergency Medical Service) unit that can transport or care for up to 20 patients at once, at least ten times as many patients as a standard ambulance. The vehicles are equipped like ambulances, including patient ventilators, wireless vital signs monitoring, suction devices and other life-saving equipment. BACKGROUND AND FINDINGS: The Texas Department of Emergency Management has awarded the City of Corpus Christi an Ambulance Bus (AMBUS). The AMBUS — 2.0 is a brand new multi-patient vehicle valued at $577,000. This state of the art vehicle has the ability to care and transport 20 stretchered patients at one time. Upon delivery, the AMBUS—2.0 will replace one of the two older outdated AMBUS units in the Corpus Christi Fire Department Fleet. There will be no cost to the City other than basic maintenance and repairs. ALTERNATIVES: Not to accept AMBUS Unit OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval of Ordinance to accept. EMERGENCY / NON-EMERGENCY: Staff is requesting a non-emergency reading to this routine, non-controversial item. 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 Comments: None RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Acceptance Letter July 9ie,2018 t Robert Rocha,Chief Corpus Christ Fire Department 2406 Leopard,Suite 300 Corpus Christi,Texas 78408 Chief Rocha, On behalf of the leadership of the Texas Emergency Medical Task Force,I would like to congratulate your department on the successful application to house one of the two new AMBUS units. Our Executive Committee considered all the applications made by Fire and EMS Departments from across the State of Texas and feel that Corpus Christi would be ideally suited to provide a tactical advantage to the EMTF Program based on its geographic location and operational capability to provide trained personnel to respond to incidents on behalf of the Program. Of course,this offer is contingent upon your Department's continued participation with the Texas EMTF Program,as well as execution of an agreement with the Coastal Bend Regional Advisory Council ' EMTF I1 regarding resource placement, participation requirements, and deployment expectations. The AMBUSs have been an incredibly valuable resource for the State and this program has been a foundation of the Emergency Medical Task Force Program since its inception. 1 am excited about bringing the"AMBUS 2.0"to Texas and welcoming the Corpus Christi Fire Department to the AMBUS family. Please sign below and return to the Texas EMTF State Coordinating Office to accept this offer and finalize the selection process. Sincerely and Respectfully, Eric Epley,CEM Program Director,Texas E gency Medical Task Force Executive Director,Sout est Texas Regional Advisory Council 1 accept the offer above on behalf of the Corpus Christi Fire Department and the City of Corpus Christi. Robert Rocha,Chief Dale Corpus Christi Fire Department .�vs c.�s G© O AGENDA MEMORANDUM NO521fP Future Item for the City Council Meeting of August 14, 2018 x85 Action Item for the City Council Meeting of August 21, 2018 DATE: July 18, 2018 TO: Keith Selman, Interim City Manager THRU: Annette Rodriguez, M.P.H., Director of Public Health Annetter@cctexas.com 361.826.7205 FROM: William Milan Uhlarik, M.B.A., A.R.M., Assistant Director of Public Health Williamu2@cctexas.com 361.826.1348 Acceptance of the Texas Department of State Health Services ("TDSHS") Contract in the amount of up to a limit of$56,000.00 for laboratory services for testing and analysis of bay water samples collected by the TDSHS. CAPTION: Resolution to execute an Interlocal Cooperation Agreement with the Department of State Health Services, to provide laboratory services for the analysis of bay water samples; and to ratify acceptance of the agreement beginning September 1, 2018. PURPOSE: To be used to pay for expenses of the Corpus Christi-Nueces County Public Health District (City) to test and analyze for seafood safety bay water samples collected by the TDSHS and sent to the Corpus Christi-Nueces County Public Health District (County) for the period September 1, 2018 through August 31, 2020. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of up to a limit of $56,000.00 ($35.00 per water sample) to provide for expenses of the Corpus Christi-Nueces County Public Health District to test and analyze for seafood safety bay water samples collected by TDSHS and sent to the Corpus Christi-Nueces County Public Health District (City). ALTERNATIVES: Refuse the grant and discontinue providing water testing and analysis for seafood safety for the TDSHS. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds. EMERGENCY/ NON-EMERGENCY: Non-Emergency. This item requires two readings and ratification of the grant contract to begin September 1, 2018. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Finance - Federal Grants and Office of Management and Budget. FINANCIAL IMPACT: X Operating X Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: Expenditures 2017-2018 CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $2,333.00 $53,667.00 $56,000.00 BALANCE $2,333.00 $53,667.00 $56,000.00 Fund(s): Grant Comments: The grant does not require a cash or in-kind match by the City. RECOMMENDATION: Staff recommends approval of this agenda item LIST OF SUPPORTING DOCUMENTS: Resolution Contract No. HHS000112500001 Resolution to execute an Interlocal Cooperation Agreement with the Department of State Health Services, to provide laboratory services for the analysis of bay water samples; and to ratify acceptance of the agreement beginning September 1, 2018. Now, therefore be it resolved by the City Council of the City of Corpus Christi, Texas, as follows: Section 1. That the City Manager or designee is authorized to execute an Interlocal Agreement with Department of State Health Services, in an amount not to exceed $56,000.00, to provide laboratory services for the analysis of bay water samples for the contract period of September 1, 2018, through August 31 , 2020. Section 2. Further, the City Council ratifies acceptance of the Interlocal Agreement to begin as of September 1 , 2018. A copy of the executed agreement shall be filed in the office of the City Secretary. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Everett Roy Lucy Rubio Greg Smith DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 INTERLOCAL COOPERATION CONTRACT DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No.HHS000112500001 THE DEPARTMENT OF STATE HEALTH SERVICES ("System Agency" or "DSHS") and Corpus Christi-Nueces County Public Health District("City"or"Local Government"),each a"Party"and collectively the "Parties," enter into the following contract for laboratory services for the analysis of bay water samples collected by the System Agency (the "Contract") pursuant to the provisions of the"Interlocal Cooperation Act,"Chapter 791 of the Texas Government Code. I. PARTIES System Agency Local Government Name: Department of State Health Services Name: Corpus Christi-Nueces County Public Health District(City) Address: P.O. Box 149347 Address: 1702 Horne Road City and Zip: Austin, Texas 78714-9347 City and Zip: Corpus Christi, Texas 78416 Contact Person: Frank Rivera Contact Person: Angela Flores, BS, M (ASCP) CM Telephone: 512-834-6757 x2503 Telephone: 361-826-7213 Fax number: 512-834-6762 Fax number: E-Mail Address: Frank.Rivera(ccdslis.texas.eoN E-Mail Address: Angela f4occtexas.com Agency Number: 537 Agency Number: II. STATEMENT OF SERVICES TO BE PROVIDED The Parties agree to cooperate to provide necessary and authorized services and resources in accordance with the terms of this Contract. Specific services provided are described in Attachment A—Statement of Work. III. CONTRACT PERIOD AND RENEWAL The Contract is effective on September 1,2018 and terminates on August 31,2020,unless renewed or terminated pursuant to the terms and conditions of the Contract. The Parties may extend this Contract subject to mutually agreeable terms and conditions. IV. AMENDMENT The Parties to this Contract may modify this contract only through the execution of a written amendment signed by both parties. V. CONTRACT AMOUNT AND PAYMENT FOR SERVICES System Agency Contract No.HHS000112500001 Pagel of 3 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 The total amount of this Contract,including all work orders issued under it,shall not exceed Flt~ry SIX THOUSAND DOLLARS ($56,000.00), as provided for in Attachment A—Statement of Work. VI. LEGAL NOTICES For Legal Notices under this Contract shall be deemed delivered when deposited either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Agency Department of State Health Services Attention: Barbara Klein-Office of General Counsel 1100 W. 49th Street, MC 1911 Austin,TX 78756 Local Government Corpus Christi-Nueces County Public Health District(City) 1702 Horne Road Corpus Christi, Texas 78416 Attention: Angela Flores, BS, M(ASCP) CM An-elal(a cetexas.com Notice given in any other manner shall be deemed effective only if and when received by the Party to be notified. Either Party may change its address for receiving legal notice by notifying the other Party in writing. ARTICLE 1. VII. CERTIFICATIONS The undersigned Parties certify that: (1) the services specified above are necessary and essential for activities that are properly within the statutory functions and programs of the affected agencies of state government; (2) Each Party executing this Contract on its behalf has full power and authority to enter into this Contract. (3) the proposed arrangements serve the interest of efficient and economical administration of state government; and (4) the services contracted for are not required by Section 21, Article XVI of the Constitution of Texas to be supplied under a contract awarded to the lowest responsible bidder. The System Agency further certifies that it has statutory authority to contract for the services described in this contract under Texas Health and Safety Code Chapters 12, 436, and 1001 and Texas Government Code Chapter 531, to the extent applicable. The Local Government further certifies that it has statutory authority to contract for the services described in this contract under Texas Government Code Chapter 791. SIGNATURE PAGE FOLLOWS System Agency Contract No.HHS000112500001 Page 2 of 3 DocuSign Envelope ID:F2E1BOC6-BDDA•42AD-A52F-7014C7DD14E4 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO.HHS000112500001 DEPARTMENT OF STATE HEALTH SERVICES LOCAL GOVERNMENT Signature Signature Jonathan R. Huss _Annette Rodriguez, M.P.H Printed Name Printed Name Associate Commissioner Director of Public Health Division for Consumer Protection Title Title Date Date THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO.HHS000112500001 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A- STATEMENT OF WORK ATTACHMENT B- UNIFORM TERMS AND CONDITIONS ATTACHMENT C- SUPPLEMENTAL&SPECIAL CONDITIONS ATTACHMENT D- FEDERAL ASSURANCES ATTACHMENT E- FEDERAL LOBBYING CERTIFICATIONS Approved as to form:*41//� ssistant City Attorn For City Attorney System Agency Contract No.HHSOOO112500001 Page 3 of 3 DocuSign Envelope ID:F2E1B0C6-BDDA-42AD-A52F-7014C7DD14E4 ATTACHMENT A STATEMENT OF WORK I. PERFORMING AGENCY RESPONSIBILITIES Performing Agency will: A. Provide System Agency with laboratory services for the analysis of bay water samples collected by the Department of State Health Services (DSHS). Tests shall be performed in a laboratory certified to meet United States (U.S.) Food and Drug Administration requirements for shellfish waters testing. B. Provide testing capacity for a minimum of forty(40) laboratory analysis tests of bay water samples per day for DSHS field offices. The number of laboratory analysis tests of bay water samples required per year is approximately 800-1500. Peak laboratory needs are from October 15 through May 15. C. Analyze bay water samples for fecal coliform using the Association of Analytical Chemists (AOAC) modified A-1 method for Most Probable Number (MPN) using multiple-tube fermentation. D. Be available for providing analyses a minimum of six(6)days a week, 8:00 am to 5:00 pm. E. Make results available to DSHS by phone and e-mail within two(2)hours of completion of laboratory analyses and make available by mail (upon request) legible, reproducible, laboratory result forms to DSHS at the following address: Department of State Health Services Attn: Seafood and Aquatic Life Group, MC 1987 P.O. Box 149347 Austin,Texas 78714-9347 F. Be accessible by land and air travel,and be in a location where delivery services are available which can guarantee overnight delivery; G. Be certified by the U.S. Food and Drug Administration or its certifying agency, the Texas Department of State Health Services, for analysis of shellfish waters; H. Meet laboratory proficiency standards as set forth in Laboratory Procedures for the Examination of Seawater and Shellfish, fifth edition, 1985, which is hereby incorporated by reference, or the latest edition accepted by the U.S. Food and Drug Administration, for analysis of shellfish by laboratories that have been cleaned and autoclaved. I. Return bay water sample bottles to the originating DSHS field office in containers supplied by DSHS, return freight collect, to DSHS. II. PERFORMANCE MEASURES The System Agency will monitor the Performing Agency's performance of the requirements in Attachment A and compliance with the Contract's terms and conditions. System Agency Contract No. v.02.01.2016 Page 1 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 ATTACHMENT A STATEMENT OF WORK III.INVOICE AND PAYMENT A. Performing Agency will request monthly payments using the State of Texas Purchase Voucher(Form B-13) at http: www.System Agency.state.tx.us grants forms/b 13 form.doc. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services Claims Processing Unit,MC 1940 1100 West 49`h Street P.O. Box 149347 Austin,TX 78714-9347 FAX: (512)458-7442 EMAIL: invoices(cbdshs.state.tx.us and crosinvoices(c—odshs.texas.gov B. Performing Agency will be paid on a unit rate basis. System Agency will pay Contractor $35.00 for each completed and satisfactorily performed fecal coliform test. Total payments will not exceed$56,000.00 for the Contract term. System Agency Contract No. v.02.01.2016 Page 2 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 HHSC Uniform Terms and Conditions Version 2.14 Published and Effective:September 1,2017 Responsible Office:Chief Counsel TEXAS V Health and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions - Local Governmental Body Version 2.14 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS............................................3 1.01 Definitions.......................................................................................................................... 3 1.02 Interpretive Provisions.....................................................................................................4 ARTICLEII CONSIDERATION................................................................................................... 5 2.01 Expenses........................................................................................................................... 5 2.02 Funding............................................................................................................................. 5 ARTICLE III WARRANTY,AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS.... 6 3.01 Federal Assurances........................................................................................................... 6 3.02 Federal Certifications....................................................................................................... 6 ARTICLE IV INTELLECTUAL PROPERTY.............................................................................. 6 4.01 Intellectual Property.........................................................................................................6 ARTICLE V RECORDS, AUDIT,AND DISCLOSURE .............................................................6 5.01 Access to records,books, and documents........................................................................ 6 5.02 Response.compliance with audit or inspection findings.................................................. 7 5.03 SAO Audit........................................................................................................................ 7 5.04 Recapture of Funds...........................................................................................................7 5.05 Public Information and Confidentiality............................................................................ 8 5.06 Data Security.................................................................................................................... 8 ARTICLE VI CONTRACT MANAGEMENT AND EARLY TERMINATION......................... 8 6.01 Contract Management...................................................................................................... 8 6.02 Termination for Convenience........................................................................................... 8 6.03 Termination for Cause......................................................................................................9 6.04 Equitable Settlement........................................................................................................9 ARTICLE VII MISCELLANEOUS PROVISIONS...................................................................... 9 7.01 Technical Guidance Letters.............................................................................................. 9 7.02 Survivability..................................................................................................................... 9 7.03 No Waiver........................................................................................................................9 7.04 Standard Terms and Conditions....................................................................................... 9 v. 9.1.17 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract, unless the context clearly indicates otherwise or defined in the Signature Document,the following terms and conditions have the meanings assigned below: "Amendment"means a written agreement, signed by the parties hereto, which documents changes to the Contract other than those permitted by Technical Guidance Letters,as herein defined. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the execution page or included by reference, as if physically, within the body of this Contract. "Contract" means the Signature Document, these Uniform Terms and Conditions, along with any Attachments, and any Amendments, purchase orders, or Technical Guidance Letters that may be issued by the System Agency,to be incorporated by reference herein for all purposes if issued. "Deliverables"means any item,report,data,document,photograph,or other submission required to be delivered under the terms of this Contract,in whatever form. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "Federal Assurances" means Standard Form 424B (Rev. 7-97), as prescribed by OMB Circular A-102 (non-construction projects); or Standard Form 424D (Rev. 7-97), as prescribed by OMB Circular A-102 (construction projects). "Federal Certifications" means U.S. Department of Commerce Form CD-512 (12-04), "Certifications Regarding Lobbying—Lower Tier Covered Transactions." "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP"means Generally Accepted Accounting Principles. "GASB"means the Governmental Accounting Standards Board. "Health and Human Services Commission" or "HHSC" means the administrative agency established under Chapter 531,Texas Government Code or its designee. "Intellectual Property" means patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights and all applications and worldwide registration of such, schematics, industrial models, inventions, know-how, trade secrets, computer software programs, and other intangible proprietary information. "Local Government" means the Party to this Contract that meets the definition of this term under Tex. Gov't Code § 791.003(4). "Parties"means the System Agency and Local Government,collectively. v. 9.1.17 DocuSign Envelope ID:F2E1 BOC6-BDDA-42AD-A52F-7014C7DD1 4E4 "Party"means either the System Agency or Performing Agency,individually. "Pro,iect"means the goods and/or Services described in the Signature Document or an Attachment to this Contract. "Public Information Act"or"PIA"means Chapter 552 of the Texas Government Code. "Sen ices" means the tasks, functions, and responsibilities assigned and delegated to Local Government under the Contract. "Simnature Document" means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. "System Agency" means HHSC or any of the agencies of the State of Texas that are overseen by HHSC under authority granted under State law and the officers, employees, and designees of those agencies. These agencies include: HHSC and the Department of State Health Services. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State or Teras Textral ?" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22,relative to travel reimbursements under this Contract,if any. "Subcontractor"means an individual or business that performs part or all of the obligations of Local Government under this Contract. "Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of the requirements of the Contract,issued by the System Agency to the Local Government. "Work" means all Services to be performed, goods to be delivered, and any appurtenant actions performed and items produced,conceived,or developed,including Deliverables. 1.02 Interpretive Provisions A. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. B. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, or schedule of this Contract unless otherwise specified. C. The term "including" is not limiting and means "including without limitation' and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent Amendments and other modifications thereto, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract,and(ii)references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. D. Any references to "sections," "appendices," or "attachments" are references to sections, appendices,or attachments of the Contract. E. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are references to these documents as amended,modified,or supplemented from time to time during the term of the Contract. v. 9.1.17 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 F. The captions and headings of this Contract are for convenience of reference only and shall not affect the interpretation of this Contract. G. All Attachments within this Contract, including those incorporated by reference, and any Amendments are considered part of the terms of this Contract. H. This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each shall be performed in accordance with its terms. I. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver shall be deemed modified by the phrase"in its sole discretion." J. Time is of the essence in this Contract. ARTICLE II CONSIDERATION 2.01 Expenses Except as otherwise provided in the Contract, no ancillary expenses incurred by the Local Government in connection with its provision of the Services or Deliverables will be reimbursed by the System Agency. Ancillary expenses include, but are not limited to costs associated with transportation,delivery,and insurance for each Deliverable. When the reimbursement of travel expenses is authorized by the Contract, all such expenses shall be reimbursed in accordance with the rates set by the State of Texas Textravel. 2.02 Funding A. This Contract shall not be construed as creating any debt on behalf of the State of Texas or the System Agency in violation of Article III, Section 49, of the Texas Constitution. In compliance with Article Vlll, Section 6 of the Texas Constitution, it is understood that all obligations of the System Agency hereunder are subject to the availability of state funds. If such funds are not appropriated or become unavailable,this Contract may be terminated. In that event, the Parties shall be discharged from further obligations, subject to the equitable settlement of their respective interests, accrued up to the date of termination. B. Furthermore, any claim by Local Government for damages under this Contract may not exceed the amount of funds appropriated for payment, but not yet paid to Local Government, under the annual budget in effect at the time of the breach. Nothing in this provision shall be construed as a waiver of sovereign immunity. C. This Contract is contingent upon the availability of sufficient and adequate funds. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for this Contract, the System Agency may restrict, reduce, or terminate funding under this Contract. This Contract is also subject to immediate cancellation or termination, without penalty to the System Agency, if sufficient and adequate funds are not available. Contractor will have no right of action against the System Agency if the v. 9.1.17 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 System Agency cannot perform its obligations under this Contract as a result of lack of funding for any activities or functions contained within the scope of this Contract. In the event of cancellation or termination under this Section, the System Agency shall not be required to give notice and shall not be liable for any damages or losses caused or associated with such termination or cancellation. ARTICLE III WARRANTY,AFFIRMATIONS,ASSURANCES AND CERTIFICATIONS 3.01 Federal Assurances Local Government further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document,the Federal Assurances have been reviewed and that Local Government is in compliance with each of the requirements reflected therein. 3.02 Federal Certifications Local Government further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Local Government is in compliance with each of the requirements reflected therein. In addition, Local Government certifies that it is in compliance with all applicable federal laws, rules,or regulations,as they may pertain to this Contract. ARTICLE IV INTELLECTUAL PROPERTY 4.01 Intellectual Property A. To the extent any Work results in the creation of Intellectual Property, all right, title, and interest in and to such Intellectual Property shall vest in the System Agency upon creation and shall be deemed to be a "work made for hire" and made in the course of the services rendered pursuant to this Contract. B. To the extent that title to any such Intellectual Property may not by law vest in the System Agency, or such Intellectual Property may not be considered a"work made for hire,"all rights, title, and interest therein are hereby irrevocably assigned to the System Agency. The System Agency shall have the right to obtain and to hold in its name any and all patents, copyrights, trademarks, service marks, registrations, or such other protection as may be appropriate to the subject matter,including extensions and renewals thereof. C. Local Government must give the System Agency and the State of Texas, as well as any person designated by the System Agency or the State of Texas, all assistance required to perfect the rights defined herein without any charge or expense beyond the stated amount payable to Local Government for the services authorized under this Contract. ARTICLE V RECORDS,AUDIT,AND DISCLOSURE 5.01 Access to records,books,and documents In addition to any right of access arising by operation of law, Local Government and any of Local Government's affiliate or subsidiary organizations, or Subcontractors shall permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or Services are performed, and all records,which includes but is not limited to financial, client and patient records, books, papers or documents related to this Contract. If the Contract includes federal funds, federal agencies that shall have a right of access to records as described in v. 9.1.17 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that shall have a right of access to records as described in this section include: the System Agency, HHSC, HHSC's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, and any successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Local Government shall produce original documents related to this Contract. The System Agency and any duly authorized authority shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Local Government shall include this provision concerning the right of access to,and examination of, sites and information related to this Contract in any Subcontract it awards. 5.02 Response/compliance with audit or inspection findings A. At Local Government's sole expense, Local Government must take action to ensure its or a Subcontractor's compliance with a correction of any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle relating to the Services and Deliverables or any other deficiency contained in any audit, review, or inspection conducted under the Contract. Whether Local Government's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the Services,Local Government must provide to HHSC upon request a copy of those portions of Local Government's and its Subcontractors' internal audit reports relating to the Services and Deliverables provided to the State under the Contract. 5.03 SAO Audit Local Government understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee,an entity that is the subject of an audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit. Local Government agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation,including providing all records requested. Local Government will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Local Government and the requirement to cooperate is included in any Subcontract it awards. 5.04 Recapture of Funds The System Agency may withhold all or part of any payments to Local Government to offset overpayments made to the Local Government. Overpayments as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii)that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Contract,including any unapproved expenditures. Local Government understands and agrees that it shall be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Local Government further understands and agrees that reimbursement of such disallowed costs shall be paid by Local Government from funds which were not provided or otherwise made available to Local Government under this Contract. v. 9.1.17 DocuSign Envelope ID:F2E1 BOC6-BDDA-42AD-A52F-7014C7DD1 4E4 5.05 Public Information and Confidentiality Information related to the performance of this Contract may be subject to the Public Information Act and will be withheld from public disclosure or released to the public only in accordance therewith. Local Government shall make any information required under the Public Information Act available to the System Agency in portable document file ('.pdf') format or any other format agreed between the Parties. To the extent permitted by law, Local Government and the System Agency agree to keep all information confidential, in whatever form produced,prepared, observed, or received by Local Government or the System Agency. The provisions of this section remain in full force and effect following termination or cessation of the services performed under this Contract. 5.06 Data Security Each Party and its Subcontractors will maintain reasonable and appropriate administrative, physical, and technical safeguards to ensure the integrity and confidentiality of information exchanged in the performance of services pursuant to this Contract and protect against any reasonably anticipated threats or hazards to the security or integrity of the information and unauthorized use or disclosure of the information in accordance with applicable federal and state laws, rules, and regulations. Upon notice, either Party will provide, or cause its subcontractors and agents to provide, the other Party or its designee prompt access to any information security records, books, documents, and papers that relate to services provided under this Contract. ARTICLE VI CONTRACT MANAGEMENT AND EARLY TERMINATION 6.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: A. suspending all or part of the Contract; B. requiring the Local Government to take specific corrective actions in order to remain in compliance with term of the Contract; C. recouping payments made to the Local Government found to be in error; D. suspending and/or limiting any services and placing conditions on any such suspensions and/or limitations of services; E. imposing any other remedies authorized under this Contract; and F. imposing any other remedies, sanctions or penalties permitted by federal or state statute,law,regulation,rule. 6.02 Termination for Convenience The System Agency may terminate the Contract at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in HHSC's notice of termination. v. 9.1.17 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 6.03 Termination for Cause The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, at its sole discretion, that Local Government has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Local Government's duties under the Contract. 6.04 Equitable Settlement Any early termination under this Article shall be subject to the equitable settlement of the respective interests of the Parties up to the date of termination. ARTICLE VII MISCELLANEOUS PROVISIONS 7.01 Technical Guidance Letters In the sole discretion of the System Agency, and in conformance with federal and state law, the System Agency may issue instructions, clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter. A TGL must be in writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any TGL issued by the System Agency shall be incorporated into the Contract by reference herein for all purposes when it is issued. 7.02 Survivability All obligations and duties of the Local Government not fully performed as of the expiration or termination of this Contract will survive the expiration or termination of the Contract. 7.03 No Waiver Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute waiver of any provision of the Contract. 7.04 Standard Terms and Conditions A. In the performance of this Contract, each Party shall comply with all applicable federal, state, and local laws, ordinances, and regulations. Each Party shall make itself familiar with and at all times shall observe and comply with all federal, state, and local laws, ordinances, and regulations that in any manner affect performance under this Contract. Each Party will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. B. All records relevant to this Contract shall be retained for a minimum of seven(7) years. The period of retention begins at the date of final payment by the System Agency, or from the date of termination of the Contract, whichever is later. The period of retention shall be extended for a period reasonably necessary to complete an audit or to complete any administrative proceeding or litigation that may ensue. C. The System Agency shall own, and Local Government hereby assigns to the System Agency, all right, title, and interest in all tangible Work. D. Local Government shall keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas v. 9.1.17 DocuSign Envelope ID:F2E1 B0C6-BDDA-42AD-A52F-7014C7DD14E4 State Auditor's Office, the United States Government, and/or their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules,regulations, and statutes. E. This Contract and the rights and obligations of the Parties hereto shall be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract shall be in a court of competent jurisdiction in Travis County, Texas. Local Government irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. NOTHING IN THIS SECTION SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY THE SYSTEM AGENCY. F. If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract shall be construed as if such provision did not exist and the non- enforceability of such provision shall not be held to render any other provision or provisions of this Contract unenforceable. G. Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party's obligation to comply with such covenant shall be suspended, and the affected Party shall not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure shall promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice shall set forth the extent and duration thereof. The Party claiming Force Majeure shall exercise due diligence to prevent, eliminate, or overcome such Force Majeure event where it is possible to do so and shall resume performance at the earliest possible date. However, if non-performance continues for more than thirty(30) days, the System Agency may terminate this Contract immediately upon written notification to Local Government. H. This Contract, its integrated Attachment(s), and any purchase order issued in conjunction with this Contract constitute the entire agreement of the Parties and are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in such Attachment(s) and/or purchase order shall be harmonized with this Contract to the extent possible. Unless such integrated Attachment or purchase order specifically displays a mutual intent to amend a particular part of this Contract, general conflicts in language shall be construed consistently with the terms of this Contract. v. 9.1.17 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 I. Neither party shall assign or subcontract the whole nor any part of the contract, including any right or duty required under it, without the other party's prior written consent. Any assignment made contrary to this shall be void. J. This Contract may be executed in any number of counterparts, each of which shall be an original, and all such counterparts shall together constitute but one and the same Contract. If the Contract is not executed by the System Agency within thirty (30) days of execution by the other Party, this Contract shall be null and void. K. Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self-Insurance by Governmental Units," Each Party is self-insured and, therefore, is not required to purchase insurance. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK v. 9.1.17 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD1414 IACIIMENT C SUPPLEMENTAL & SPECIAL CONDITIONS SUPPLEMENTAL CONDITIONS THERE ARE NO SUPPLEMENTAL CONDITIONS FOR T11IS CONTRACT THAT MODIFY THE HHS UNIFORM TERMS AND CONDITIONS SPECIAL CONDITIONS Section 1.01 Notice of Legal Matter or Litigation. Performing Agency shall notify the contract manager assigned to this Contract of any litigation or legal matter related to or affecting this Contract within seven calendar days of becoming aware of the litigation or legal matter. Section 1.02 Notice of a Contract Action. Performing Agency shall notify their assigned contract manager assigned to the contract if Performing Agency has had any contract suspended or terminated for cause by any local,state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local,state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. Section 1.03 Notice of Bankruptcy. Performing Agency shall notify in writing their assigned contract manager assigned of its plan to seek bankruptcy protection within five days of such action by Performing Agency. Section 1.04 N o t i c e o f Criminal Activity and Disciplinary Actions. a. Performing Agency shall immediately report in writing their contract manager when the Performing Agency has knowledge or reason to believe any that they or any person with ownership or controlling interest in the organization/business,or their agent,employee,subContractor or volunteer that is providing services under this Contract has engaged in any activity that: 1. Would constitute a criminal offense equal to or greater than a Class A misdemeanor;and 2. Reasonably would constitute grounds for disciplinary action by a state or federal regulatory authority; or 3. Has been placed on community supervision,received deferred adjudication,or been indicted for or convicted of a criminal offense relating to involvement in any financial matter,federal or state program or felony sex crime. b. Performing Agency shall not permit any person who engaged,or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients,unless otherwise directed in writing by DSHS. Section 1.05 Performing Agency's Notification of Change of Contact Person or Key Personnel. Within ten days shall notify in writing the contract manager assigned to the Contract of any change enumerated in the Performing Agency's Contact Person or Key Personnel. Section 1.06 Disaster Services. In the event of a local, state, or federal emergency, including natural, man- made, criminal, terrorist, and or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Performing Agency may be called upon to assist DSHS in providing the following services: v.03.10.2016 Page 1 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 tACIIMENT C SUPPLEMENTAL & SPECIAL CONDITIONS a. Community evacuation; b. Health and medical assistance; c. Assessment of health and medical needs; d. Health surveillance; e. Medical care personnel; f. Health and medical equipment and supplies; g. Patient evacuation; h. In-hospital care and hospital facility status; i. Food,drug and medical device safety; j. Worker health and safety; k. Mental health and substance abuse; 1. Public health information; in. Vector control and veterinary services; and n. Victim identification and mortuary services. Section 1.07 Notice of a License Action. Performing Agency shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local,state or federal department or agency or entity; c. Date of the license action; and d. License or case reference number. Section 1.08 Interim Extension Amendment. a. Prior to or on the expiration date of this Contract,the Parties agree that this Contract can be extended as provided under this Section. b. DSHS/HHSC shall provide written notice of interim extension amendment to the Performing Agency under one of the following circumstances: 1. Continue provision of services in response to a disaster declared by the governor;or 2. To ensure that services are provided to clients without interruption. c. DSHS will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. d. Performing Agency will provide and invoice for services in the same manner that is stated in the Contract. e. An interim extension under Section(b)(1)above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. f. An interim extension under Section(b)(2)above shall be a one-time extension for a period of time determined by HHS/DSHS. v. 03.10.2016 Page 2 DocuSign Envelope ID:F2E1 BOC6-BDDA-42AD-A52F-7014C7DD14E4 OMB Number:4040-0007 Expiration Date:01/31/2019 ASSURANCES- NON-CONSTRUCTION PROGRAMS Public reporting burden for this collection of information is estimated to average 15 minutes per response,including time for reviewing instructions,searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information.Send comments regarding the burden estimate or any other aspect of this collection of information,including suggestions for reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project(0348-0040),Washington,DC 20503. PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions,please contact the awarding agency. Further,certain Federal awarding agencies may require applicants to certify to additional assurances. If such is the case,you will be notified. As the duly authorized representative of the applicant, I certify that the applicant: 1. Has the legal authority to apply for Federal assistance Act of 1973,as amended(29 U.S.C.§794),which and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975,as amended (42 U. of project cost)to ensure proper planning, management S.C.§§6101-6107),which prohibits discrimination on and completion of the project described in this the basis of age; (e)the Drug Abuse Office and application. Treatment Act of 1972(P.L.92-255),as amended, relating to nondiscrimination on the basis of drug 2. Will give the awarding agency,the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and of the United States and, if appropriate,the State, Alcoholism Prevention,Treatment and Rehabilitation through any authorized representative,access to and Act of 1970(P.L.91-616),as amended, relating to the right to examine all records, books, papers,or nondiscrimination on the basis of alcohol abuse or documents related to the award;and will establish a alcoholism; (g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912(42 U.S.C.§§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1968(42 U.S.C.§§3601 et seq.), as using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing; (i)any other conflict of interest,or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made;and,Q)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. Will comply,or has already complied,with the 1970(42 U.S.C. §§4728-4763)relating to prescribed requirements of Titles II and III of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition one of the 19 statutes or regulations specified in Policies Act of 1970(P.L.91-646)which provide for Appendix A of OPM's Standards for a Merit System of fair and equitable treatment of persons displaced or Personnel Administration(5 C.F.R.900, Subpart F). whose property is acquired as a result of Federal or federally-assisted programs.These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination.These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964(P.L.88-352) which prohibits discrimination on the basis of race,color 8. Will comply,as applicable,with provisions of the or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C.§§1501-1508 and 7324-7328) Amendments of 1972,as amended(20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole the basis of sex; (c)Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 424B(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 9. Will comply,as applicable,with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C.§§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C.§276c and 18 U.S.C.§874),and the Contract Act of 1966, as amended(16 U.S.C.§470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C.§§327- (identification and protection of historic properties), and 333),regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974(16 U.S.C.§§469a-1 et seq.). 10. Will comply, if applicable,with flood insurance purchase 14. Will comply with P.L.93-348 regarding the protection of requirements of Section 102(a)of the Flood Disaster human subjects involved in research,development,and Protection Act of 1973(P.L.93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15• Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966(P.L.89-544,as amended,7 U.S.C.§§2131 et seq.)pertaining to the care, handling,and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research,teaching,or prescribed pursuant to the following: (a)institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969(P.L.91-190)and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO)11514;(b)notification of violating Prevention Act(42 U.S.C.§§4801 et seq.)which facilities pursuant to EO 11738; (c)protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990;(d)evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e)assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133, Act of 1972(16 U.S.C.§§1451 et seq.); (f)conformity of "Audits of States, Local Governments,and Non-Profit Federal actions to State(Clean Air)Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955,as amended (42 U.S.C.§§7401 et seq.); (g)protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws,executive orders, regulations,and policies Drinking Water Act of 1974,as amended(P.L.93-523); governing this program. and, (h)protection of endangered species under the Endangered Species Act of 1973,as amended(P.L.93- 19. Will comply with the requirements of Section 106(g)of 205). the Trafficking Victims Protection Act(NPA)of 2000,as amended(22 U.S.C.7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from(1)Engaging in severe 1968(16 U.S.C.§§1271 et seq.)related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2)Procuring a commercial wild and scenic rivers system. sex act during the period of time that the award is in effect or(3)Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL TITLE APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 CERTIFICATION REGARDING LOBBYING Certification for Contracts,Grants,Loans,and Cooperative Agreements The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement,and the extension,continuation,renewal,amendment,or modification of any Federal contract,grant,loan,or cooperative agreement. (2)If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31,U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,00 0 and not more than$100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states,to the best of his or her knowledge and belief,that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities,"in accordance with its instructions.Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352,title 31,U.S.Code.Any person who fails to file the required statement shall be subjec t to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. 'APPLICANT'S ORGANIZATION 'PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: I I -First Name: Middle Name: 'Last Name: Suffix: 'Title: 'SIGNATURE: 'DATE: DocuSign Envelope ID:F2E1B0C6-BDDA-42AD-A52F-7014C7DD14E4 TEXAS bV Health and Human Services Routing Request PC5.515 Section 1:Request Information Contract No.: HHS000112500001 ® New ❑Amendment No.: Emergency ❑ (See Tex.Gov Tex.Gov't Code Ch.418, Work Order No.: ❑ New ❑Amendment No.: §2155.137andTAC§20.41) Contractor Legal Business Name: Corpus Christi-Nueces County Public health District Total Contract Value(including renewals): 56,000.00 Requesting Agency/Program: DSHS/CMS Contract Manager Name: Frank Rivera Buyer Name: Gracie Perez Contract Manager E-mail: Frank.Rivera@dshs.texas.gov Buyer E-mail: gracie.perez@hhsc.state.tx.us Contract Manager Phone: 512-776-3451 Buyer Phone: 512-406-2554 ApprovalsSection 2:CAPPS .. program area. Approver Title Approver Name Approver E-mail Address see attached proof of approval 1. Section Director Patty Melchior patty.melchior@dshs.texas.gov ❑ 2. Associate Commissioner Jonathan R.Huss Jon.Huss@dshs.texas.gov ❑ 3. Legal = Clark Miller clark.miller@hhsc.state.tx.us ❑ 4. C ❑ 5. =IF ❑ 6. ❑ 7. ❑ B. E ❑ 9. ❑ 10.1 7711E =11 ❑ 11.11 ❑ 12.1 =IF F- ❑ 13. I ❑ 14. IF ❑ 15.Deputy Executive Commissioner ($1 M and over only) ❑ Revised and Effective:04/02/2018 DocuSign Envelope ID:F2E1 BOC6-BDDA-42AD-A52F-7014C7DD1 4E4 c`1; J TEXAS Health and Human Services Routing Request PCS.515 Section 3:DocuSign Signatories Signatory Name E-mail Address Contractor Signature Authority Annette Rodriguez,M.P.H Director of Public annetter@cctexas.com Additional Contractor Signature Authority" Contractor Signature cc Angela Flores angelaf@cctexas.com HHS Budget($1M and over only) Greta Rymal greta.rymal@hhsc.state.tx.us Legal Director($1M and over only) Andy Marker e;;a marker@hhsc.state.tx.us Office of Chief Counsel($1 M and over only) Karen Ray karen.ray@hhsc.state.tx.us HHS Signature Authority Jonathan R.Huss 1on.Huss@dshs.texas gov HHS Signature Authority cc General Inbox cc CMU Mailbox CMUcontracts@dshs.texas gov Instructions PURPOSE To direct HHS contracts,work orders,amendments,renewals,and extensions through routing for the contract document's final approval and execution process. WHEN TO PREPARE THIS FORM The routing request form shall be completed for any document requiring CAPPS FIN 9.2 approval routing and for all DocuSign signature routing. Requestor shall adhere to any HHS Circular-46 requirements as well as consult with program to complete the form prior to submission to Procurement and Contracting Services Quality Assurance ("PCS QA"). The information provided on the routing request form will be used by PCS QA to create the document routing approval path in CAPPS FIN 9.2 as well as create the DocuSign path for contractor signatory and HHS signatory execution. PROCEDURES Section 1:To be completed by Buyer and Program.This section shall contain the necessary contract information. Section 2:To be completed by the Program area.This section shall contain all required program specific approvers.These individuals will be inserted into the CAPPS approval process. For contracts valued at $1M and over, the program Deputy Executive Commissioner is required. Section 3:To be completed by the Program area.This section shall contain all required contract signatory information.These individuals will be inserted into the DocuSign routing path. For contracts valued at $1M and over, Deputy Executive Commissioner of Financial Services,Legal Director,and Chief Counsel are required. **There are certain aspects of this form that do not apply to DFPS.** *If adding second contractor signature authority,please provide instructions on which documents need to be completed by this individual. Revised and Effective:04/02/2018 Document Approval Status DocuSign Envelope ID: F2E1 B0C6-BDDA-42AD-A52F-7014C7DD14E4 SetID HHSTX Contract ID HHS000112500001 Supplier CITY OF CORPUS CHRISTI Review/Edit. Approvers Procurement QA Approval :Approved Ovew/Hide Comments Procurement QA Group Approved Approved Approved Mcfadden,Meg.ari M Melct1ior,Patricia Huss,Jonathan Procurement QA for DocumentAWE Inserted .Approver — ., Inserted .Approver 06/20110-3.15PM 06/20118-5:13 PM `` 06/21113-7:46 AM Comments Legal Approval :Approved Legal Approval Mew/Hide Comments Skipped Approved Approved No approvers found ��9i.11er_'Jv�lliar Sobrernonte_Criseida S HHSC Doc AWE Cntrct Doc Legal Inserted Approver Error Step -4 06/21118 - 12:34 PM `'' &6/21!18 - 3-41 PIw" Comments Return to Document Management DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 TEXAS - Health and Human REQUEST DOCUMENT Services Commission General Purchase Request Requestor 00000239322-Rivera,Francisco Requisition ID 0000013683 Document ID ADHOOOOOOOOOOOO0000013554 Document Owner P0000239322-Rivera,Francisco Goods/Services Detail Detailed description/Scope A. Provide System Agency with laboratory services for the analysis of bay water f request(what are you samples collected by the Department of State Health Services(DSHS). Tests shall be uying?)Detail description performed in a laboratory certified to meet United States(U.S.)Food and Drug f the contract request Administration requirements for shellfish waters testing.B.Provide testing capacity for minimum of forty(40)laboratory analysis tests of bay water samples per day for DSHS field offices. The number of laboratory analysis tests of bay water samples required per year is approximately 800-1500. Peak laboratory needs are from October 15 through May 15.C.Analyze bay water samples for fecal coliform using the Association of Analytical Chemists(AOAC)modified A-1 method for Most Probable Number(MPN)using multiple-tube fermentation. Contract Term:09/0112018- 8/31/2020. Purpose of the Requisition:This is a$0.00 requisition using FY18 chartfield o start the CAPPS contract collaboration process with PCS. Once the FY19 organizational budget is loaded,another requisition will be entered to encumber the FY 19 funds for the contract. Justification of request This is a new contract for FY19 to continue the laboratory services for the analysis of ay water samples collected by the Department of State Health Services(DSHS) Initial estimated total value 56,000.000 f the purchase or contract(s)including potential extensions/renewals Request category Services Only Anticipated start date for September 01,2018 services or delivery date for goods Estimated total value of $0.000 Goods Estimated total value of $0.000 Service Service category Professional Services onstruction Project# Emergency/Expedited Request mergency/Expeditedone equest? DocuSign Envelope ID:F2E1BOC6-BDDA-42AD-A52F-7014C7DD14E4 TEXAS Health and Human REQUEST DOCUMENT Services Commission General Purchase Request [Justification Sole Source/Proprietary Sole source Proprietary? Neither Justification EIR Request EIR Request o IT Request IT request category None IT Hardware sub-category IT Peripherals sub-category [s this a new IT position? Contract Request Anticipated award Contract MOUMOA contract? NONE Inter-agency or inter-local Inter-Local contract? Contractor Sub-recipient Neither relationship Agency lead contact 00000239322-Rivera,Francisco Contract manager 00000239322-Rivera,Francisco Does the request involve No exchange of confidential information? Will the awardee be a No HIPAA business associate? CA assigned risk level NA Supplemental information and comments **See Line Comments for contract related supporting documentation** Contract Statement of Work (SOW) description: Contractor will conduct laboratory services for the analysis of bay water samples collected by the Department of State Health Services (DSHS). Vendor (Supplier) Name: Corpus Christi — Nueces County Public Health District Vendor/TIN (Supplier ID): 17460005741 DocuSign Envelope ID:F2E1 BOC6-BDDA-42AD-A52F-7014C7DD1 4E4 TEXAS f Health and Human REQUEST DOCUMENT 1 Services Commission General Purchase Request Vendor (Supplier) Mail Code: 027 Contract Term: 9/1/2018 thru 8/31/2020 Contract Manager Name/Phone: Frank Rivera / 512-776-3451 Contract Manager Email: Frank.Rivera 0)dshs.texas.gov DSHS Program ID (SCOR Other Subject)• SandAL SCOR Division: Consumer Protection (CP) REQUESTOR INFORMATION Name: Frank Rivera Phone Number: 512-776-3451 E-mail address: Frank.Rivera adshs.texas.gov DocuSign Envelope ID:F2E1 BOC6-BDDA-42AD-A52F-7014C7DD1 4E4 HHS Purchasing Page: 1 of 1 Run Date: 3/812018 Requisition Run Time: 10:49:27 AM Caned "40P*df V so,dSrA� Report ID: TXCP0002X Business Unit HHSTX Origin UE5 Requestor FRANCISCO BCM Status Valid RIVERA Requisition ID 0000013683 Status Approved Requestor 512/776-3451 Req Approval 03/05/2018 Phone Date Requisition 01/29/2018 Description FY19 CMS SandAL Date HEADER COMMENTS: 3/5/18 MHouston Line Description UOM Qty Price Amount Line Status 1 FY19-DSHS SandAL-New EA 1 0.00 0.00 Approved Contract-To provide laboratory services for the analysis of bay water samples collected by the Department of State Health Services(DSHS). Vendor ID Vendor Loc Vendor Name Class Item Buyer 1746000574 000 CITY OF CC US REV DBA CC NUECES 962 75 COUNTY HEALTH D Schedule 1 Schedule Amount 0.00 Dist I Account FundDept ID Program PCA Appn. Agy CF1 Agy CF2 Amount Location Ln Yr. 1 1 729900 15022 E50 100 703 62010 032018 0.00 Austin:1100 W 49th St Line Nbr Comments 1 Attachments include: -Copy of Statement of Work -PCS-438 Vendor Determination -PCS-515 Total Requisition: $0.00 Docu 0 SECURED Certificate Of Completion Envelope Id:F2E1BOC6BDDA42ADA52F7014C7DD14E4 Status:Sent Subject:New$56,000;HHS000112500001 Corpus Christi-Nueces County Public Health District;DSHS/CMS Source Envelope: Document Pages?28 Signatures:0 Envelope Originator: Certificate Pages:2 Initials:0 Texas Health and Human Services Commission AutoNav:Enabled 1100 W.49th St. Envelopeld Stamping:Enabled Austin,TX 78756 Time Zone:(UTC-06:00)Central Time(US&Canada) PCS_DocuSign@hhsc.state.tx.us IP Address:167.137.1.16 Record Tracking Status:Original Holder:Texas Health and Human Services Location:DocuSign June 22,2018 Commission PCS—DocuSign@hhsc.state.tx.us Signer Events Signature Timestamp Annette Rodriguez Sent:June 22,2018 aroddguez@chshel.org President/CEO The Children's Shelter Hope Center Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jonathan Huss ion.huss@dshs.texas.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Gracie Perez C 0 PI E D Sent:June 22,2018 gracie.perez@hhsc.state.tx.us Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Frank Rivera COPIED Sent:June 22,2018 Frank.Rivera@dshs.texas.gov Viewed:July 5,2018 Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp CMU Contract Inbox COPIED Sent:June 22,2018 cmucontracts@dshs.texas.gov Viewed:June 27,2018 Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Angela Flores COPIED Sent:June 22,2018 angelaf@cctexas.com Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted June 22,2018 Payment Events Status Timestamps se GO O Va. v AGENDA MEMORANDUM NORROPPEFuture Item for the City Council Meeting of August 14, 2018 1852 Action Item for the City Council Meeting of August 21, 2018 DATE: August 14, 2018 TO: Keith Selman, Interim City Manager FROM: Jim Davis, Director of Asset Management JimD a)..cctexas.com (361) 857-1909 E. Jay Ellington, Director of Parks and Recreation Department JayEll(a)cctexas.com (361) 826-3464 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2�cctexas.com (361) 826-3169 HVAC Removal and Replacement at Central Kitchen, with a Two-Month Service Agreement CAPTION: Motion authorizing a two-month Service Agreement with Pro Tech Mechanical, Inc. from Corpus Christi, Texas, for HVAC removal and replacement at Central Kitchen, for a total amount not to exceed $112,166. PURPOSE: The item is to approve the HVAC Removal and Replacement at Central Kitchen. BACKGROUND AND FINDINGS: The four HVAC systems located at the Nutrition Education Service Center, 4101 Old Brownsville Road, will be out of compliance if not replaced to meet the new EPA standards by the end of 2019 which require conversion to a refrigerant other than R22. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received one bid; staff concluded that the bid submitted was fair and reasonable. Staff recommends award to Protech Mechanical, Inc. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency. DEPARTMENTALCLEARANCES: Asset Management Parks and Recreation FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $325,000 $0.00 $325,000 Encumbered /Expended Amount $16,551 $0.00 $16,551 This item $112,166 $0.00 $112,166 BALANCE $196,283 $0.00 $196,283 Fund(s): General fund and CDBG fund Comments: Funding for this service agreement has been approved in the FY2017-2018. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation BID TABULATION CITY OF CORPUS CHRISTI RFB NO. 1567 PURCHASING DIVISION HVAC REMOVAL AND REPLACEMENT BUYER: JOHN ELIZONDO AT CENTRAL KITCHEN Pro Tech Mechanical, Inc. ITEM DESCRIPTION LUMP SUM Corpus Christi, TX UNIT PRICE EXTENDED PRICE HVAC Removal and Replacement at Central 1 1 Kitchen 1 1 $ 112,166.00 $ 112,166.00 $ 112,166.00 4�S SERVICE AGREEMENT NO. 1567 HVAC Removal and Replacement at Central Kitchen zest THIS HVAC Removal and Replacement at Central Kitchen Service Agreement ("Agreement") is entered into by and between the City of Corpus Christi.a Texas home- rule municipal corporation ("City") and Pro Tech Mechanical, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide HVAC Removal and Replacement 07 Central Kitchen in response to Request for Bid/Proposal No. 1567 ("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 se` out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide HVAC Removal and Replacement at Central Kitchen ("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 two 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 Periods)"), provided, the parties do so in writing and prior to the expiration of the original term or the then- current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. The total value of this Agreement is not to exceed $112,166.00, 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 Federal Fund'ng Page 1 of 7 Name: Jesse Hernandez Department: Asset Management Phone: 361-826-1983 Email: JesseH@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 a+ 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 invo,7ce. S. warranty. Service Agreement S'andard Form Federal Funding Page 2 of 7 (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 it 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 and Changes. 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. Any changes that alter the SFxv'c:e Agreement Standard Form-Federal Funding Page 3 of 7 method, price, or schedule of work must be allowable, allocable,within the scope of any federal grant or cooperative agreement, and reasonable for the completion of the project scope. 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 mai', 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: Jesse Hernandez Title: Project Manager Address: 12101 Leopard St. Corpus Christi, TX 78401 Phone: 361-826-1983 Fax: NIA IF TO CONTRACTOR: Contractor Name: Pro Tech Mechanical, Inc. Attn: Mike Richter Title: Vice President Address: 1622 Saratoga St., Corpus Christi, TX 78417 Phone: 361-882-2101 Fax: 361-882-2154 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS C'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-Federal Funding Page 4 of 7 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) Termination for Cause. 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) Termination for Convenience. 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. In the event of termination for convenience, the Contractor will be compensated for all Services performed prior to the date of termination. The City shall have no further obligations to the Contractor. 19. Effect of Breach. In addition to the remedy of termination,if the Contractor violates or breaches any provision of the Agreement, the City may pursue any other claims or causes of action available under the law. No specific sanctions or penalties apply to this Agreement except those that are otherwise available under the law. 20. 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. 21. 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 Service Agreement Standard Form-Federal Funding Page 5 of 7 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. 22. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 23. 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. 24. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Contractor verifies that the company does not boycoI I Israel and will not boycott Israel during the term of this Agreement. 25. 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. 26. 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. 27. Federal Funding Requirements. This project is subject to requirements provided for Federal Emergency Management Agency (FEMA) and/or other federally-funded projects. A set of Federal Requirements has been attached as Attachment E, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. The Contractor must comply with Attachment E while performing the Services. The Contractor will insert in any subcontracts all Federal Provisions/Requirements contained in the Agreement, such other clauses as FEMA or its designee may by appropriate instructions require, a copy of applicable prevailing wage decision, and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be Service Agreement Standard Form-Federal Funding Page 6 of 7 responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses. CONTRACTOR _ F v Signature: Printed Name: SAN fF?rrtiDGC- Title: �E�►�t� � ) Date: _ -7/94 4tr - CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: APPROVED AS TO LEGAL FORM Assistant City Attorney 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 Attachment E: Federal Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 1567 Exhibit 2: Contractor's Bid/Proposa� Response Service Agreement Standard Form-Federal Funding Page 7 of 7 Attachment A - Scope of Work 1.1 General Requirements/Background Information A.The purpose of this project is to remove and replace HVAC system at the Central Kitchen, located at 4141 Old Brownsville Rd, Corpus Christi, Texas 78405. Contractor shall be responsible for all work required to provide a complete 100% turnkey project. Contractor shall ensure that new units meet the requirements of a Commercial Kitchen and all applicable codes. B. This is Federally funded Project. The Contractor must comply with HUD procurement prov'sions in CFR 24 Part 85.36, Equal Employment Opportunity requirements, the Copeland "Anti- Kickback Act, the Davis-Bacon Act, Contract Work Hours and Safety S`andards Act, Section 3 of the Housing and Urban Development Act and other requirements as set forth in the bid documents. 1.2 Scope of Work Contractor shall provide all labor, tools and equipment necessary for the completion of the project. All work must be performed in accordance with federal, state, and local codes including but not limited to IBC 2015, IMC 2015 & NEC 2017. A. Removal 1. The Contractor shall obtain mechanical permit through Development Services, 2. The Contractor shall remove existing units which consists of a (1) 4-ton package unit with gas heat, (1) 10-ton package uni I with gas unit and (2) 15- ton package with gas heat. All the units are Roof Top units(RTU) with multi stage variable speed. 3. The Contractor shall remove electrical packages, refrigerant, disconnect and haul away unit. B. Installation and Inspection 1. Contractor shall install new system as per commercial kitchen requirement and all applicable codes. 2. Contractor shall reconnect gas, electrical and control wiring, as necessary. 3. Contractor shall be responsible at their own expense for facilitating the Windstorm Inspection Process(WPI). Contractor shall facilitate WPI 1 and WPI 8. WPI 8 shall be done afier replacement. 4. Contractor shall perform startup checks of new units. 5. Contracor shall obtain and pass all required mechanical inspections through Development Services. 6. After Installation, Contractor shall provide onsite training on operation and maintenance of HVAC unit to the Facilities personnel. 7. Contractor shall restore any wall and floors penetrated by the new systems during Installation. C. Project Schedule 1. Estimated duration for the project is 16 weeks. 2. Contractor shall provide project schedule at the beginning of the project. Project Schedule shall identify Start date, Permitting, Equipment Delivery Dates, Duct work Modification (if any), Inspections, Substantial Completion and Owners Training. Contractor shall submit project schedule for approval to the Contract Administrator. D. Safety 1. Contractor shall submit a project safety plan before starting project and provide engineered stamped crane safety plan prior to commencement of crane activities. 2. Contractor shall barricade or place cones around the work area before commencing services. The Contractor shall take special measures to safeguard the area while services are being performed. Contractor shall try to minimize an interference to the building occupants with the day to day operations. The Contractor shall be responsible for assuring the safety of its employees, City employees, and the public during performance of all services under this contract. 1.3 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. Attachment B -Schedule of Pricing Item Description Unit Quantity Total Price 1 HVAC Removal and Replacement lump Sum 1 $112,166.00 at Central Kitchen Attachment C -Insurance/Bond Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and 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 INSTALLATION FLOATER Value of the equipment q -7 q , °a 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. N. 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 ContraL:ior 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 Christ', Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Purchasing HVAC Equipment New Installation, Replacement, Repairs and Maintenance 03/07/2018 sw Risk Management Valid Through 12/31/2018 BOND REQUIREMENTS: No bond requirements necessary for this service agreement; Section 5. (B) is null for this Service Agreement. Attachment D --Warranty Requirements One year warranty for parts and labor on all installation and maintenance work performed. Attachment E—Federal Requirements FEDERAL REQUIREMENTS TABLE OF CONTENTS Section No. Title FR-01 Breach of Contract Terms FR-02 Termination of Contract FR-03 Equal Employment Opportunity-41 CFR Part 60-1.4(b) FR-04 Standard Federal Equal Employment Opportunity Construction Contract Specifications— 41 CFR Part 60.4.3 FR-05 Copeland Anti-Kickback Act 29 CFR Part 5 FR-06 Davis-Bacon Labor Requirements 29 CFR part 5 FR-07 Contract Work hours and Safety Standards Act Requirements FR-08 Regulations Pertaining to Reporting FR-D9 Rights to Inventions FR-10 Access to Records and Record Retention FR-1 1 Clean Air and Water Pollution Control FR-12 Energy Conservation Requirements FR-13 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion FR-14 Lobbying and Influencing Federal Employees FR-15 Economic Opportunities for Low and Very-Low Income Persons FR-16 Affirmative Action Regulations and Plan FR-17 Women and Minority Owned Businesses(M1WBE) FR-18 Accessibility Section 504 Compliance FR-19 Texas Architectural Barriers Act FR-20 Drug-Free Workplace Requirements FR-21 Field Requirements �,�a , f 46 FEDERAL REQUIREMENTS: FR-01 BREACH OF CONTRACT TERMS Any violation or breach of terms of this contract on the part of the contractor or their subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement.The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract and for debarment as a contractor as provided in 29 CFR 5 12. Page 2 of 46 FEDERAL REQUIREMENTS: FR-02 TERMINATION OF CONTRACT a The City may by written notice terminate this contract in whole or in part at any time, either for the City's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress delivered to the City b. If the termination is for the convenience of the City, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services c. If the termination is due to failure to fulfill the contractor's obligations, the City may take over the work and prosecute the same to completion by contract or otherw se In such case, the contractor shall be.!-able to the City for any additional cost occasioned to the City thereby. d If, after notice of termination for failure to fulfill contract obligations. it is determined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the City. In such event, adjustment in the contract price shall be made as provided in this clause. e. The rights and remedies of the City provided in this clause are in addition to any other rights and remedies provided by law or under this contract Reference: 49 CFR Part 18.3801(2) Page 2 046 FEDERAL REQUIREMENTS: FR-03 EQUAL EMPLOYMENT OPPORTUNITY- Executive Order 11246 as amended.41 CFR PART 60.1.4(b) During the performance of this contract, the contractor agrees as follows 1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3.The contractor will send to each labor union or representative of workers with which he.-she has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representatives of the contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The contractor will comply with all provisions of Executive Order 11246 of September 24 1965, as amended, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The contractor will furnish all information and reports required by Executive Order 11246 of September 24 1965, and by rules regulations, and orders of the Secretary of Labor. of pursuant thereto, and will permit access to his/her books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders 6. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedure authorized in Executive Order 11246 of September 24. 1965. and such other sanctions may be imposed and remedies invoked as provided in Execut!ve Order 11246 of September 24 1965.. or by rule, regulation or order of the Secretary of Labor,or as otherwise provided by law 7.The contractor will include the provisions of paragraphs(1)through(7)in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24. 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provision, including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in. or is threatened with. litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States. [Sec 202 amended by EO 11375 of Oct 13. Page 4 of 46 1967, 32 FR 14303, 3 CFR, 1966-1970 Comp. p 684. EO 12086 of Oct 5, 1978, 43 FR 46501, 3 CFR, 1978 Comp., p 230] SEC 203.Each contractor having a contract containing the provisions prescribed in Section 202 shall file, and shalt cause each of his subcontractors to file. Compliance Reports with the contracting agency or the Secretary of Labor as may be directed Compliance Reports shall be filed within such times and shall contain such information as to the practices, policies, programs, and employment policies, programs and employment statistics of the contractor and each subcontractor and shall be in such form as the Secretary of Labor may prescribe. Contractors or subcontractors may be required to state whether they have participated in any previous contract subject to the provisions of this Order, or any preceding similar Executive order and in that event to submit, on behalf of themselves and their proposed subcontractors, Compliance Reports prior to or as an initial part of their bid or negotiation of a contract Whenever the contractor or subcontractor has a collective bargaining agreement or other contract or understanding with a labor union cr an agency referring workers or providing or supervising apprenticeship or training for s.,4:h workers the Compliance Report shall include such information as to such labor union's or agency's practices and policies affecting compliance as the Secretary of Labor may prescribe: Provided. That to the extent such informaton is wi'hin the exclusive possession of a labor upon or an agency referring workers or providing or supervising apprenticeship or training and such labor union or agency shall refuse to furnish such information to the contractor. the contractor shall so certify to the Secretary of Labor as part of its Compliance Report and shall set forth what efforts he has made to obtain such information 1 he Secretary of Labor may direct that any con'ractor or subcontractor shall submit, as part of his/her Compliance Report, a statement in writing signed by an authorized officer or agent on behalf of any labor union or any agency referring workers or providing or supervising apprenticeship or other training, with which the contractor deals, with supporting information, to the effect that the signer's practices and policies do not discriminate on the grounds of race, color, religion. sex or national origin. and that the signer either will affirmatively cooperate in the implementation of the policy and provisions of this Order or that it consents and agrees that recru tment. employment and the terms and conditions of employment under the proposed contract shall be in accordance with the purposes and provisions of the order. In the event that the union or the agency shall refuse to execute such a statement, the Compliance Report shall so certify and set forth what efforts have been made to secure such a statemert and such additional factual material as the Secretary of Labor may require. [Sec 203 amended by EO 11375 of Oct 13 1967 32 FR 14303, 3 CFR, 1966-1970 Comp , p 684; EO 12086 of Oct 5 1978 43 FR 46501 3 CFR 1978 Comp , p 230 Reference:Executive Order 19246& Title 41 CFR Part 60-1.4 Page 5 of 46 FEDERAL REQUIREMENTS: FR-04 STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY CONSTRUCTION CONTRACT SPECIFICATIONS-41 CFR Part 60.4.3 1. As used in these specifications: a. "Covered area" means the geographical area described in the so'•icitation from which this contract resulted; b. "Director" means Director, Office of Federal Contract Compliance Programs (OFCCP). U.S. Department of Labor, or any person to whom the Director delegates authority; c. "Employer identification number" means the Federal social security number used on the Employer's Quarterly Federal Tax Return, U.S.Treasury Department Form 941; d. "Minority"includes: (1) Black(all)persons having origins in any of the Black African racial groups not of Hispanic origin); (2) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin regardless of race); (3)Asian and Pacific Islander(all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and (4)American Indian or Alaskan native(all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the contractor, or any subcontractor at any tier subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of$10.000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female partic-pation and which is set forth in the solicitations from which this contract resulted. 3. If the contractor is participating(pursuant to 41 CFR 60-4.5)in a Hometown Plan approved by the U S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area(including goals and timetables) shall be in accordance with that Pian for those trades which have unions participating in the Plan Contractors shall be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved Plan does not excuse any covered contractor's or subcontractor's failure to take good faith efforts to achieve the Plan goals and timetables. 4. The contractor shall implement the specific affirmative action standards provided in paragraphs 18.7a through 18.7p of these specifications.The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in a geographical area where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form,and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal F,1,3,6 of 4, procurement contracting officers. The contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified 5. Neither the provisions of any collective bargaining agreement nor the failure by a union with whom the contractor has a collective bargaining agreement to refer either minorities or women shall excuse the contractor's obligations under these specifications, Executive Order 11246 or the regulations promulgated pursuant thereto. 6. In order for the non-working training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees shall be employed by the contractor during the training period and the contractor shall have made a commitment to employ the apprentices and trainees at the completion of their training. subject to the availability of employment opportunities.Trainees shall be trained pursuant to training programs approved by the U.S. Department of Labor 7. The contractor shah take specific affirmative actions to ensure equa" employment opportunity. The evaluation of the contractors compliance with these specifications shall be based upon its effort to achieve maximum resu:ts from its actions The contractor shall document these efforts fully and shall implement affirmative action steps at least as extensive as the following: a. Ensure and maintain a working environment free of harassment intimidation, and coercion at all sites, and in all facilities at which the contractor's employees are assigned to work. The contractor,where possible, will assign two or more women to each construction project. The contractor shall specifically ensure that all foremen. superintendents, and other onsite supervisory personnel are aware of and carry out the contractor's obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. b. Establish and maintain a current list of minority and female recruitment sources. prov de written notification to minority and female recruitment sources and to community organizations when the contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses c. Maintain a current file of the names, addresses. and telephone numbers of each minority and female off-the-street applicant and m nority or female referral from a union a recruitment source, or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the contractor by the union or, if referred, not employed by the contractor, this shall be documented in the file with the reason therefore along with whatever additional actions the contractor may have taken. d. Provide immediate written notification to the Director when the union or unions with which the contractor has a co lective bargaining agreement has not referred to the contractor a minority person or female sent by the contractor or when the contractor has other nformation that the union referral process has impeded the contractor's efforts to meet its obligations e. Develop on-the-job training opportunities andlor participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the contractor's employment needs, especially those programs funded or approved by the Department of Labor The contractor shall provide notice of these programs to the sources compiled under 7b above f. Disseminate the contractor's EEO poL:cy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed Page 7 of 46 g. Review, at least annually, the company's EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring,assignment, layoff, termination, or other employment decisions including specific review of these items with onsite supervisory personnel such a superintendents, general foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the contractor's EEO policy with other contractors and subcontractors with whom the contractor does or anticipates doing business. i. Direct its recruitment efforts, both oral and written, to minority, female, and community organizations, to schools with minority and female students; and to minority and female recruitment and training organizations serving the contractor's recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the contractor shall send written notification to organizations, such as the above, describing the openings, screening procedures, and tests to be used in the selection process. j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable provide after school, summer, and vacation employment to minority and female youth both on the site and in other areas of a contractor's workforce. k. Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR Part 80-3. I. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel, for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training,etc., such opportunities. m. Ensure that seniority practices,job classifications,work assignments,and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the contractor's obligations under these specifications are being carried out. n. Ensure that all facilities and company activities are non-segregated except that separate or single user toilet and necessary changing facilities shall be provided to assure privacy between the sexes. o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. p. Conduct a review, at least annually, of all supervisor's adherence to and performance under the contractor's EEO policies and affirmative action obligations. 8.Contractors are encouraged to participate in voluntary associations,which assist in fulfilling one or more of their affirmative action obligations (18.7a through 18 7p). The efforts of a contractor association,joint contractor union, contractor community, or other similar groups of which the contractor is a member and participant, may be asserted as fulfill`ng any one or more of its obligations under 18.7a through 18.7p of these specifications provided that the contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the contractor's minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the contractor. The obligation to comply, however, is the contractor's and Page 8 of 46 failure of such a group to fulfil an obligation sha`I not be a defense for the contractor's noncompliance. 9 A single goal for minorities and a separate single goal for women have been established. The contractor, however is required to provide equal employment opportunity and to take affirmative action for all minority groups. both male and female, and all women, both minority and non-minority Consequently, if the particular group is employed in a substantially disparate manner(for example even though the contractor has achieved its goals for women generally.) the contractor may be in violation of the Executive Order if a specific minority group of women is underutilized. 10. The contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. 11. The contractor shall not enter into any subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246. 12 The contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination, and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations by the Office of Federal Contract Compliance Programs Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended. 13. The contractor, in fulfilling its obligations under these specifications. shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 18.7 of these specifications. so as to achieve maximum results from its efforts to ensure equal employment opportun ty. If the contractor fails to comply with the requirements o` the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 CFR 60-4.8. 14. The contractor shall designate a responsible off icia to monitor a] employment related activity to ensure that the company EEO policy is being carried out. to submit reports relating to the provisions hereof as may be required by the Government, and to keep records. Records shall at least include for each employee. the name, address, telephone number, construction trade. union affiliation if any, employee identification number when assigned, social security number, race, sex, status (e.g , mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay. and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records 15 Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents(e.g.,those underthe Public Works Employment Act of 1977 and the Community Development Block Grant Program) Reference-Executive Order 91246& Title 41 CFR Part 60-4 3 Page 9 of 46 FEDERAL REQUIREMENTS: FR-05 COPELAND"ANTI-KICKBACK" ACT—18 U.S.C.874140 U.S.C. 276c 129 CFR Part 3 Compliance with Copeland Act requirements. The Contractor shall comply with the requirements of 29 CFR Part 3 which are incorporated by reference in this contract. TITLE 18, U.S.C. Sec.874. Kickbacks from public works employees "Whoever, by force, intimidation,or threat of procuring dismissal from employment,or by any other manner whatsoever induces any person employed in the construction, prosecution, completion or repair of any public building, public work, or building or work financed in whole or in part by loans or grants from the United States, to give up any part of the compensation to which he is entitled under his contract of employment, shall be fined not more than$5,000 or imprisoned not more than five years, or both." [18 U.S.C. 874 (June 25, 1948, ch. 645, Sec. 1, 62 Stat. 740, eff. Sept. 1, 1948) replaces the former sec. 1 of the Copeland Act of June 13, 1934(48 Stat. 948), which was codified as 40 U.S.C. 276b prior to its repeal by 62 Stat. 862, eff. Sept. 1, 1948.] TITLE 40, U.S.C. (as amended) Sec. 276c,Regulations governing contractors and subcontractors "The Secretary of Labor shall make reasonable regulations for contractors and subcontractors engaged in the construction, prosecution, completion or repair of public buildings, public works or buildings or works financed in whale or in part by loans or grants from the United States, including a provision that each contractor and subcontractor shall furnish weekly a statement with respect to the wages paid each employee during the preceding week. Section 1001 of Title 18 of the United States Code (Criminal Code and Criminal Procedure)shall apply to such statements." [40 U.S.C. 276c, as amended (48 Stat. 948 as amended by 62 Stat. 862, 63 Stat. 108, and 72 Stat. 967)constitutes the Copeland Act in its present form, which is a revision of section 2 of the original Act of June 13, 1934, section 1 of the original Act was repealed coincidentally with its replacement by 18 U.S.C. 874, set out above.] Reorganization Plan No. 14 of 1950(15 F.R. 3176, 64 Stat, 1267, 5 U.S.C. 133z note): "in order to assure coordination of administration and consistency of enforcement of the labor standards provision of each of the [foregoing and other enumerated] Acts by the Federal agencies responsible for the administration thereof, the Secretary of Labor shall prescribe appropriate standards, regulations, and procedures, which shall be observed by these agencies,and cause to be made by the Department of Labor such investigations,with respect to compliance with and enforcement of such labor standards, as he deems desirable, ..." Page 10 of 46 FEDERAL REQUIREMENTS: FR-06 FEDERAL LABOR STANDARDS PROVISIONS(HUD 4010) DAVIS -BACON REQUIREMENTS Compliance with Davis-Bacon and Related Act Requirements: All rulings and interpretations of the Davis-Bacon and Related Acts Contained in 29 CFR Parts 1, 3 and 5 are herein incorporated by reference. For additional information regarding Labor Rates, please go to the following United States Department of Labor website: http/lwww.dolgov/whd/contracts/dbra htm Applicab I ity The Project or Program to which the construction work covered by this contract pertains is being assisted by the United States of America and the following Federal Labor Standards Provisions are included in this Contract pursuant to the provisions app icable to such Federal assistance. 1.(i) Minimum Wages All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week. and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by the Secretary of Labor under the Copeland Act(29 CFR Part 3)). the full amount of wages and bona fide fringe benefits (or cash equivalent thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under Section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics. subject to the provisions of 29 CFR 5 5(a.)(1)(iv);also,regu'ar contributions made or costs incurred for more than a weekly period (but not less often than quarterly)under plans,funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5 5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein. Provided, that the employer's payro'I records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additionati class4fication and wage rates conformed under 29 CFR 5.5(a)(1)(ii) and the Davis-Bacon poster(WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can easily be seen by the workers. (ii)(a)Any class of laborers or mechanics, which is not listed in the wage determinat on and which is to be employed under the contract shall be c'assified in conformance with the wage determination. HUD shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met (1) The work to be performed by the classification requested is not performed by a classification in the wage determination and (2)The classification is utilized in the area by the construction industry and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination Page 11 of 46 (b) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and HUD or its designee agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by HUD or its designee to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, D.C. 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise HUD or its designee or will notify HUD or its designee within the 30-day period that additional time is necessary. (Approved by the Office of Management and Budged under OMB control number 12150140.) (c) In the event the contractor,the laborers or mechanics to be employed in the classification or their representatives, and HUD or its designee do not agree on the proposed classification and wage rate(including the amount designated for fringe benefits where appropriate), HUD or its designee shall refer the questions, including the views of all interested parties and the recommendation of HUD or its designee, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise HUD or its designee or will notify HUD or its designee within the 30- day period that additional time is necessary. (Approved by the Office of Management and Budged under OMB control number 12150140.) (d) The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs(1)(ii)(b)or(c)of this paragraph, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv)If the contractor does not make payments to a trustee or other third person,the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met.The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (Approved by the Office of Management and Budged under OMB control number 12150140.) 2. Withholding. HUD or its designee shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other Federally-assisted contract subject to David-Bacon prevailing wage requirements,which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of work, all or part of the wages required by the contract, the HUD or its designee may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. HUD or its designee may, after written notice to the contractor, disburse such amounts withheld for and on account of the contractor or subcontractor to the respective employees to whom they are due. The Comptroller General shall make such disbursements in the case of direct Davis-Bacon Act contracts. Page 12 of 46 3. (i) Payrolls and basic records. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in Section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in Section 1(b)(2)(B)of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the p'an or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual costs incurred in providing such benefits Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs (Approved by the Office of Management and Budget under OMB Control Numbers 1215-0140 and 1215- 0017.) (ii) (a) The contractor shall submit weekly, for each week n which any contract work is performed,a copy of all payrolls to HUD or its designee if the agency is a party to the contract, but if the agency is not such a party, the contractor will submit the payrolls to the applicant sponsor or owner,as the case maybe.for transmission to HUD or its designee The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i).This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1). U S Government Printing Office, Washington, D C. 20402 The prime contractor 's responsible for the submission of copes of payrolls by all subcontractors. (Approved by the Office of Management and Budget under OMB Control Numbers 1215-0149) (b)Each payroll submitted shall be accompanied by a"Statement of Compliance, "signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following (1)That the payroll for the payroll period contains the information required to be maintained under CFR 5 5(a)i3)(i)above and that such information is correct and complete' (2)That each laborer and mechanic(including each helper,apprentice and trainee)employed on the contract during the payroll period has been paid the full weekly wages earned without rebate either directly or indirectly, and that no deductions have been made either directly or :ndirectly from the full wages earned, other than permissible deductions as set forth in Regulations 29 CFR Part 3; (3)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed.as specified in the applicab a wage determination incorporated into the contract. (c) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the"Statement of Compliance" required by paragraph A 3 (ii)(b) (d) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code. (iii)The contractor or subcontractor shall make the records required under paragraph A 3.(i) available for inspection, copying or transcription by authorized representatives of HUD or its Fog@ 13of46 designee, or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, HUD or its designee may, after written notice to the contractor, sponsor, applicant or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. 4. Apprentices and Trainees. (i)Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services or with a State Apprenticeship Agency recognized by the Office,or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency(where appropriate)to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates(expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination.Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formai certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress,expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually Page 14 of 46 performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program,the contractorwill no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal Employment Opportunity. The utilization of apprentices, trainees and journeymen under 29 CFR Part 5 shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended and 29 CFR Part 30 5. Compliance with Copeland Act Requirements. The contractor shall comply with the requirements of 29 CFR Part 3, which are incorporated by reference in this contract. 6.Subcontracts.The contractor or subcontractor shall insert in any subcontracts the clauses contained in subparagraphs 1 through 11 of this paragraph A and such other clauses as HUD or its designee may by appropriate instructions require, and a copy of the applicable prevailing wage decision, and also a clause requiring the subcontractors to Include these clauses in any lower tier subcontracts The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in this paragraph. 7. Contract termination: debarment.A breach of the contract clauses in 29 CFR 5 5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis-Bacon and Related Act Requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this contract. 9. Disputes Concerning Labor Standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR Parts 5,6 and 7 Disputes within the meaning of this clause Include disputes between the contractor(or any of its subcontractors)and HUD,the U.S. Department of Labor, or the employees or their representatives. 10.(i) Certification of Eligibility. By entering into this contract, the contractor certifies that neither it(nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5 12(a)(1)or to be awarded HUD contracts or participate in HUD programs pursuant to 24 CF Part 24. (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12 (a)(1) or to be awarded HUD contracts or participate in HUD programs pursuant to 24 CFR Part 24. (iii)The penalty for making faise statements is prescribed in the U.S. Criminal Code. 18 U S Criminal 1001. Additionally, U.S. Criminal Code Section 1 01 0, Title 18, U.S.C. 1001. Additionally, U.S. Criminal Code, Section 1 01 0, Title 18, U S C, "Federal Housing Administration transactions", provides in part: "Whoever, for the purpose of .. influencing in any way the action of such Administration....makes, utters or publishes any statement knowing the same to be false.....shall be fined not more than$5,000 or imprisoned not more than two years, or both." 11. Complaints, Proceedings, or Testimony by Employees. No laborer or mechanic to whom the wage, salary, or other labor standards provision of this Contract are applicable Page 15 of 4.^ shall be discharged or in any other manner discrimination against by the Contractor or any subcontractor because such employee has filed any complaint or instituted or caused to be instituted any proceeding or has testified or is about to testify in any proceeding under or relating to the labor standards applicable under this Contract to his employer. Reference:Title 29 CFR Part 5.5 WAGE RATES Page 16 of 46 W1xi7 htlp3/AVWWtpoV. -D General Decision Number: TX176932 9110612017 TX31 Superseded Goneral Decision Number: TX2016N31 State; Texas ConstrVetion Type: Heavy Counties: Nueces and San Patricia Counties in Texas. HEAVY CON51'RUCTIOM PROIEC75 (including Sewer and Water Lina Construction and Drainage Projects) Nate) Under Executive Order (EO) 13658, an hourly ainimum wage of $19.26 for calendar year 2917 applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) an or after 7anuary 1, 2815. If this contract is covered by the ED, the contractor must pay all workers in any classification listed on this wage determination at least $19.28 per hour (or the applicable wage rates listed on this wage determination, if it is higher) "r ail hours spent partorming on the contract in calendar year 2017. The ED minimum wage rate will be adjusted nnnually_ Additional information on contractor requirements and worker protections under th4 EO is available at wsww.dol.gov/whd/govcontracts. Modification Number Publication Date 9 01/8612617 • SUTX1987-091 12/81/1987 Rates Fri^ges CARPENTER (Excluding Form 5etting).. . ... .. .... . . . . . 9.85 Concrete Finisher.. . ... . . . . . . .. . .$ 7.56 ELECTRICIAN... .. ... . .. ... . .. . . . ..$ 13.37 2.58 Laborers: Co=on. . . .. .... . . . . . . ... .. ..$ 7.25 Utility.. ...... .... .. ..... .. 7.68 Power equipment aperatOrS: Backhoe. . .. . .. . .. .. . . .. . .. ..$ 9.21 Motor Grader... . . . ... . . .. . .$ 8,72 ------------------------------------------------------------ WELDERS - Receive rates prescribed for craft perfar-7ing operation to which welding is incidental. as==.==.ae==..aa..Y. .............. .exa3Caaa...... Note: Executive Order (EO) 13796, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after 3anuary 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees oust be permitted to use paid sick leave for their hHpalMrww wiW gm M+dd M1scablQs.+Wi sbacorVTX31,Lti b7r-0 Page 17 of 46 .2V2M? hftM_ W--dd gadlnddfscftSkft14*.sb*=VTX31 OWN-0 own illness, injury or other health-related needs, including preventive card; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence. sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EG is available at aww.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classificDtia"s lista44 may be added after award only as provided in the labor standards contract clauses (29CFR S.5 (a) (1) (ii)). The body of each wage determination lists the classification and wage rates that: have been found to be prevailing for the cited type(s) of construction in the area covered by the wage deterninatinn. 'the Classifications are listed in alphabetical order of "identifiers" that indicate whether the particular rate is a union rate (Current union negotiated rate For local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than "SU- or "UAVG" denotes that this union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-885 67/81/2514. PLUM is an abbreviation identifier of rhe union which prevailed in the survey for thLs classification, which in this example would be Plumbers. 0196 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, ODS in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2a14, Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CILA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the "5U" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non union rates. Example: SULA26-2-007 5113/2814. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not o2jority rates. LA indicates the 5tato of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, e87 in the example, is an internal nurrber used in producing the wage determination. 5/13/2914 indicates the survey completion date for the classifications and rates under that identifier. t*M!!!www.wdoi.p .OwddlsraikrddaviebecoWrX31ANb7VOD Page 18 of 46 3*1*D17 Mtp Afwww"W pwtwdd:seabLes"isbacorOX31A1vb7.-O Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classifications) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100X of the data reported For the classifications was union data. EXAMPLE, UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate_ W indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 88/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in 3snurary of each year, to reflect a weighted average of the currefit negotiated/CBA rate of the union locals from which the rate is based. ---------------------------------------------------------------- WAG€ DETERMINATION APPEALS PROCESS 1. ) Kai there been an initial decisior^ in the matter? this can be. « an existing published wage determiratioin a survey underlying a *rage determination • a Wages and Hour Division letter setting forth a position on a wage determination matter • a conformance (additional classification and rate) ruling on survey related matters, initial contact, including requests for suxmaries of survey%, shosrld be with the Wage and hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program, If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed, With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division 11,5. Department of Labnr 299 Constitution Avenue, N,ih, Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an Interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Adnlnistrator (Sea 29 CFO Part 1.8 and 29 CFR Part 7). Write to, Mage and Hour Adainistrator U.S. Department of Labor 200 Constitution Avenue, N.W. washingtpn, DC 2.9216 The request should be accompanied by a full statement of the interested party's position and by any information (wage lttlpsJAvwwdrti?v=il Page 19 of 46 3►`21(�1 htlp�,'Iwww fadd.por�rahl;��111ef3�ivt+�l�cr�Tl�3l,dvb7+r�4 povent data, project description, area practice material, etc.) that the requester considers relevant to the issue, 3.) If the decision rrF the Adeinisteator is not favorable, an interested party may appeal directly to tha Administrative Review B08rd (formerly the Wage Appeals Board) , Write to; Administrative Review Board U.S. Repartment of Labor IBB CGnStitution Avenue, N.W. Washington, DC 26219 4.1 All d-ecisions by the Administrative Review Board are final. c____aezan=aa=xu8a6�RG rw�elwweaOman=-----3anaasaaaaOXMC aaana=am END 9f MIRAL 01MION 10 Page 20 of 46 FEDERAL REQUIREMENTS: FR-07 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT REQUIREMENTS 29 CFR PART 5 (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, in any workweek in which he or she is employed on such work to work in excess of 40 hours in such workweek unless such laborer or mechanc receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in subparagraph(1)of this paragraph,the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in subparagraph (1) of this paragraph above, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of 40 hours without payment of the overtime wages required by the clause set forth in subparagraph(1)of this paragraph. (3) Withholding for unpaid wages and liquidated damages. HUD or its designee shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor,such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2'1 of this paragraph. (4) Subcontractors. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs(1) through (4)of this paragraph and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in subparagraphs(1) through(4)of this paragraph. (5) Health and Safety. No laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous. or dangerous to his/her health and safety as determined under construction safety and health standards promulgated by the Secretary of Labor by regulation. The Contractor shall comply with all regulations issued by the Secretary of Labor pursuant to Title 29 Part1926 and failure to comply may result in imposition of sanct ons pursuant to the Contract Work Hours and Safety Standards Act, 40 USC_3701_et seq. The Contractor shall include the provisions of this para-graph in every subcontract so that such provisions will be binding on each subcontractor. The Contractor shall take such action with respect to any subcontract as the Secretary of Housing and Urban Development or the Secretary Reference 29 CFR Part 5.5 R Advisory Circular 150/5100-6d Poge 21 of 46 FEDERAL REQUIREMENTS: FR-08 REGULATIONS REGARDING REPORTING INSTRUCTIONS HUD FORM 2516 This report is to be completed by grantees, developers, sponsors, builders, agencies, and/or project owners for reporting contract and subcontract activities of$10,000 or more under the following programs: Community Development Block Grants (entitlement and small cities). Urban Development Action Grants; Housing Development Grants; Multifamily Insured and Noninsured; Public and Indian Housing Authorities; and contracts entered into by recipients of CDBG rehabilitation assistance. Contracts/subcontracts of less than $10,000 need be reported only if such contracts represent a significant portion of your total contracting activity Include only contracts executed during this reporting period. Section 3 This form has been modified to capture Section 3 contract data in columns 7g and 7i Section 3 requires that the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs shall, to the greatest extent feasible, be directed toward low- and very low-income persons, particularly those who are recipients of government assistance for housing. Recipients using this form to report Section 3 contract data must also use Part I of form HUD- 60002 to report employment and training opportunities data. Form HUD-2516 is to be may establish income ceilings higher or lower than 80 per centum of the median for the area on the basis of the Secretary's findings that such variations are necessary because of prevailing levels of construction costs or unusually high or low-income families. Very low-income persons means low-income families(including single persons)whose incomes do not exceed 50 per centum of the median family Income for the area,as determined by the Secretary with adjustments for smaller and larger families. except that the Secretary may establish income ceilings higher or lower than 50 per centum of the median for the area on the basis of the Secretary's findings that such variations are necessary because of unusually high or low family incomes. Submit two (2) copies of this report to your local HUD Office within ten (10) days after the end of the reporting period you checked in item 4 on the front. Community Development Programs 1.Grantee: Enter the name of the unit of government submitting this report. 2. Contact Person: Enter name and phone of person responsible for maintaining and submitting contract/subcontract data. 3. Contact Person: Enter name and phone of person responsible for maintaining and submitting contract/subcontract data. 7a. Grant Number: Enter the HUD Community Development Block Grant Identification Number(with dashes). For example: B-32-MC-25-0034. For Entitlement Programs and Small City multi-year comprehensive programs, enter the latest approved grant number. 7b. Amount of Con tract/Subcontract: Enter the dollar amount rounded to the nearest dollar. If subcontractor ID number is provided in 7f, the dollar figure would be for the subcontract only and not for the prime contract. 7c. Type of Trade: Enter the numeric codes which best indicates the contractor's/subcontractor's service. If subcontractor ID number is provided in 7f., the type of trade code would be for the subcontractor only and not for the prime contractor. The"other' category includes supply, professional services and all other activities except construction and education/training activities. 7d. Business Racial/Ethnic/Gender Code: Enter the numeric code which indicates the racial/ethnic/gender character of the owner(s)and controller(s)of 51%of the business.When 51%or more is not owned and controlled by any single racial/ethnic/gender category, enter the code which seems most appropriate. If the subcontractor ID number is provided, the code would apply to the subcontractor and not to the prime contractor. 7e.Woman Owned Business: Enter Yes or No. 7f.Contractor Identification(ID) Number: Enter the Employer(IRS) Number of the unique identifier for prime recipient of HUD funds. Note that the Employer (IRS) Number must be provided for each contractlsubcontract awarded. Page 22 of 46 7g.Section 3 Contractor: Enter Yes or No 7h. Subcontractor Identification (ID) Number: Enter the Employer (IRS) Number of the subcontractor as the unique identifier for each subcontract awarded from HUD funds. When the subcontractor ID Number is provided, the respective Prime Contractor ID Number must also be provided. 71.Section 3 Contractor: Enter Yes or No. 7j. Contractor/Subcontractor Name and Address: Enter this information for each A Section 3 contractorlsubcontractor is a business concern that provides economic opportunities to low-and very low-income residents of the metropolitan area(nonmetropolitan county), including a business concern that is 51 percent or more owned by low-or very low- income residents; employs a substantial number of low- or very low-income residents; or provides subcontracting or business development opportunities to businesses owned by low- or very low-income residents. Low- and very low-income residents include participants in Youth build programs established under Subtitle D of Title IV of the Cranston-Gonzalez National Affordable Housing Act. The terms "low income persons" and "very low-income persons" have the same meanings given the terms in section 3(b) (2) of the United States Housing Act of 1937. Low-income persons mean families(including single persons)whose incomes do not exceed 80 per centum of the median income for the area,as determined by the Secretary,with adjustments for smaller and larger families, except that the Secretary may establish Income ceilings higher or lower than 80 percent of the median for the area on the basis of the Secretary's findings such that variations are necessary because of prevailing levels of construction costs or unusually high or low-income families. Very low-income persons mean low-Income families (including single persons) whose incomes do not exceed 50 percent of the median family Income area, as determined by the Secretary with adjustments or similar and larger fam.lies, except that the Secretary may establish income ceilings higher or lower than 50 percent of the median for the area on the basis of the Secretary's findings that such variations are necessary because of unusually high or low fam;ly incomes. INSTRUCTIONS FOR: FORM HUD-60002, Section 3 Summary Report, Economic Opportunities for Low-and Very Low-Income Persons. Instructions. This form is to be used to report annual accomplishments regarding employment and other economic opportunities provided to low and very low-income persons under Section 3 of the Housing and Urban Development Act of 1968 The Section 3 regulations apply to any public and Indian housing programs that receive- (1)development assistance pursuant to Section 5 of the U.S. Housing Act of 1937; (2)operating assistance pursuant to Section 9 of the U S Housing Act of 1937,or(3)modernization grants pursuant to Section 14 of the U.S Housing Act of 1937 and to recipients of housing and community development assistance in excess of$200,000 expended for: (1)housing rehabilitation(including reduction and abatement of lead- based paint hazards); (2) housing construction; or (3) other public construction projects, and to contracts and subcontracts in excess of$100,000 awarded in connect'.on with the Section-3- covered activity Form HUD-60002 has three parts,which are to be completed for all programs covered by Section 3. Part I relates to employment and training. The recipient has the option to determine numerical employment/training goals either on the bas s of the number of hours worked by new hires(columns B, D E and F). Part II of the form relates to contracting,and Part III summarizes recipients' efforts to comply with Section 3. Recipients or contractors subject to Section 3 requirements must maintain appropriate documentation to establish that HUD financial assistance for housing and community development programs were directed toward low-and very low-income persons."A recipient of Section 3 covered assistance shall submit one copy of this report to HUD Headquarters, Office of Fair Housing and Equal Opportunity Where the program providing assistance requires an annual performance report, this Section 3 report is to be submitted at the same time the program performance report is submitted Where an annual performance report is not required this Section 3 report Is to be submitted by January 10 and.. if the project ends before December 31, within 10 days of project comp•.etion. Only Prime Recipients are required to report to HUD. Pa ir 46 The report must include accomplishments of all recipients and their Section 3 covered contractors and subcontractors. HUD Field Office: Enter the Field Office name. 1. Recipient: Enter the name and address of the recipient submitting this report. 2. Federal Identification: Enter the number that appears on the award form (with dashes). The award may be a grant, cooperative agreement or contract. 3. Dollar Amount of Award: Enter the dollar amount, rounded to the nearest dollar, received by the recipient 4 & 5. Contact Person/Phone: Enter the name and telephone number of the person with knowledge of the award and the recipient's implementation of Section 3. 6. Reporting Period: Indicate the time period (months and year)this report covers. 7. Date Report Submitted: Enter the appropriate date. 8. Program Code: Enter the appropriate program code as listed at the bottom of the page. 9. Program Name: Enter the name of HUD Program corresponding with the"Program Code" in number 8. Part I: Employment and Training Opportunities Column A: Contains various fob categories. Professionals are defined as people who have special knowledge of an occupation (i.e. superv;sors, architects, surveyors, planners, and computer programmers) For construction positions, list each trade and provide data in columns B through F for each trade where persons were employed. The category of "Other" includes occupations such as service workers. Column B: (Mandatory Field) Enter the number of new hires for each category of workers identified in Column A in connection with this award. New hire refers to a person who is not on the contractors or recipient's payroll for employment at the time of selection for the Section 3 covered award or at the time of receipt of Section 3 covered assistance. Column C: (Mandatory Field) Enter the number of Section 3 new hires for each category of workers identified in Column A in connection with this award. Section 3 new hire refers to a Section 3 resident who is not on the contractor's or recipients payroll for employment at the time of selection for the Section 3 covered award or at the time of receipt of Section 3 covered assistance. Column D: Enter the percentage of all the staff hours of new hires (Section 3 residents) in connection with this award Column E: Enter the percentage of the total staff hours worked for Section 3 employees and trainees (including new hires) connected with this award. Include staff hours for part-time and full-time positions. Column F: (Mandatory Field) Enter the number of Section 3 residents that were trained in connection with this award. Part II: Contract Opportunities Block 1: Construction Contracts Item A: Enter the total dollar amount of all contracts awarded on the project/program. Item B: Enter the total dollar amount of contracts connected with this project/program that were awarded to Section 3 businesses. Item C: Enter the percentage of the total dollar amount of contracts connected with this project/program awarded to Section 3 businesses. Item D: Enter the number of Section 3 businesses receiving awards. Block 2: Non-Construction Contracts Item A: Enter the total dollar amount of all contracts awarded on the project/program. Item B: Enter the total dollar amount of contracts connected with this project awarded to Section 3 businesses. Item C: Enter the percentage of the total dollar amount of contracts connected with this project/program awarded to Section 3 businesses. Item D: Enter the number of Section 3 businesses receiving awards. Part III: Summary of Efforts—Self-explanatory Submit one (1) copy of this report to the HUD Headquarters Office of Fair Housing and Equal Opportunity, at the same time the performance report is submitted to the program office. The Section 3 report is submitted by January 10. Include only contracts executed during the period specified in item 8. PHAs/IHAs are to report all contracts/subcontracts. *The terms"low-income persons"and very low-income persons"have the same meanings given the terms in section 3 (b) (2) of the United States Housing Act of 1937. Low-income persons Page 24 of 46 mean families(including single persons)whose incomes do not exceed 80 percent of the median income for the area, as determined by the Secretary, with adjustments for smaller and larger families,except that The Secretary may establish income ceilings higher or lower than 80 percent of the median for the area on the basis of the Secretary's findings such that variations are necessary because of prevailing levels of construction costs or unusually high- or low-income families. Very low-income persons mean low-income families(including single persons)whose incomes do not exceed 50 percent of the median family income area, as determined by the Secretary with adjustments or smaller and larger families, except that the Secretary may establish income ceilings higher or lower than 50 percent of the median for the area on the basis of the Secretary's findings that such variations are necessary because of unusually high or low family incomes Page 25 of 46 94 Jo 9Z a6od Contract and Subcontract Activity US. Department of Housing and Urban Development OMB Approval No.: 2535-0117 (exp. 12/3112006) Public Reporting burden for this colkction of information is estimated to average .50 hours per response, melodies the time for reviewing insuuetions. searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Ibis information is voluntary. HUD may not collect this information, wad you are not remitted to complete this form, unless it displays a currently valid OMB Control Number. Executive Order 12421 dated July 14, 1983, directs the Minority Business Development Plans shall be developed by each Federal Agency and that these annual plans shall establish minority business development objectives. The intimation is used by HUD to monitor and evaluate MBE activities against the mill program activity and the designated minority bosoms enterprise (MBE) goals. The Depamnent requires the information to provide guidance and oversight for program for the development of minority business tntcrpnsc concerning Minority Business Development. If the informatmn is not collated HUD would not be able to establish meaningful MBE goals not evaluate MBE perfomnnnce against these goals. While no assurances of confidentiality is pledged to respondents, HUD generally disclosed this data only in response to a Freedom of Inform/ion request. Privacy Act Notice - The United States Department of Hawing and Urban Development, Federal Housing Administration, is authorized to solicit the information requested an this form by virtue of Title 12, Untied States Code, Section 1701 et seq., and regulations promulgated there under a Tile 12. Code of Federal regulations. 1l will not be disclosed or released outside the United States Department of Housing and Urban Development without your consent, soepl as required m permitted by law 1 Grante&Pmect Owner/Developer!Sponsor/Builder1Agency Check if Oty of Corpus Christi PHA o 1114 2. Location (City, Sense, ZIP Code) 1201 Leopard SL, Corpus Christi, TX 78101 3e. Name of Contact Person Rudy Bentancourt,CDAdministrator 3b Phone Number (including Arca Code) 361480-3017 4. Reporting Period t7 OM,g_ to Sept. 30, (Annual -FY) 5. Program Code {Nat applicable far CPD programs.) Q See explanation of codes at bottom of page. Use a separate sheet for each program code. 6. Dote Submitted to Field Office October1 Great/Project Number ceHUD Cass Number or other identification of property, subdivision, dwelling umt, oto. Project Name la. Amount of Contractor Subcontract 7b. Type of Trade Code (See below) 7e. Contractor or Subcontractor Business RaciaJ/Edmic Code (See below) 7d. Wonsan Owned Business (Yes or Na) 7e. Prime Contractor Identification (ID) Number 7E Set, 3 Conti 7g. Subcantmaor Idenufuxrtion (ID) Number 71:. Sec. 3 Sub. 71. ConbattortSubcontractor Name and Address 7j. Nana Snot City State Zip 1=New Constreaian 2=Edueationffrantng CPD: 6= HUD -Held 3= Other 1= PJew Constitution 20- Subatanhai Rehab. 7c Type of Trade Codes Housing/Public Housing. (Management) 3- Repair 4• $ervioe 5=Project Mang. 6= Professional 7•- Ten= Services 8 - EducationlTrainin 1 9. Arch/Engrg. Appraisal O=Other 1= White Amencens 2= Blade Americans 7d : Racial/Ethnic Codes: 3� Mauve Americans 4= Hispanic Americans 5= Asko/Pacific Americans 6= Hasidic Jews 1= All insured, including Se mons 8 5= Section 202 2= Flexible Subsidy 5. Program Codes (Complete for Housing and Pubic and Indite Housing programs only): 3= Swim 8 Noninsured. Non-HFDA 7= Public/Indian Housing 4= Insured (Management; font HUD -2516 (8/98) Section 3 Summary Report US Department of Housing OMB Approval No: 2529-0043 Economic Opportunities for and Urban Development (exp.1113012010) Low—and very Low-Income Persons Office of Fair Housing And Equal Opportunity HUD Field Office: Stamm back of page lot Public Reporting Burden statement HUD Field Office: 1 R"anl Name&Address Istreel city state zip: 2 Federal Identification (gram no 3.Total Amount of Award 4.Contac.Person 5 Phone-(Include area code) 6.Length of Grwt. 7 Reporting Period. B late Report Submitted 9 Program Coble- .use separate sheet 10. Program Name for each program code) Part I: Employment and Training '"Columns B,C and F are mandatory fields. Include New Hires in E 8F A B C O E F Number of Number of New df Aggregate Number %of Total Staff Hours Number of Secton 3 lc,Category New Hires Hires that are of Staff Hours of New Hires for Section 3 Employees Trainees Sec 3 Residents that are Sec 3 Residents and Trainees Professionals Technicians Office/Clerical Construction by Trade(List) Trade Trade Trade Trade Trade Other L'st notal Program Codes 3=Pubtiutndiin Housing 4=Homeless Assistance 8-COBG State Administered 1=Flexible Subsidy A=Development 5=HOME 9=Other CD Programs 2=Secom 2021811 B=Operation 6=HOME State Administered 10=Other Hdusmg Programs Page 1 of 2 form HUD 80002;812001 Ref 24CFR 135 Page 27 of 46 Part It: Contracts Awarded 1. Construction Contracts: A. Total dollar amount of all oontracts awarded on the project $ B. Total dollar amount of oontracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded I,Section 3 businesses ` D. Total number of Section 3 businesses receiving contracts 2. Non-Construction Contracts A. Total dollar amount all non-construction contracts awarded on the projectlactivity $ B. Total dollar amount of non construction contracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Section 3 businesses D. Total number of Section 3 businesses receiving non-wristruction contracts Part III: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs to the greatest extent feasible, toward low-and very low-ncome persons, particularly those who are recipients of government assistance for hous ng iCheck all that apply.) Attempted to recruit low-income residents through local advertising media.signs prom nently displayed at the project site, contracts with the community organizations and public or private agencies operating within the metropolitan area(or nonmetropolitan county)to which the Section 3 covered program or project is located,or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns Coordinated with Youthbuild Programs adm'nistered in the metropolitan area in which the Section 3 covered project is ocated Other;describe below Public reporting for this collection of information is estimated to average 2 hours per response including the time for reviewing instructions searching existing data sources gathering and maintaining the data needed.and completing and reviewing the cc lection of informal on. Th s agency may not collect this information.and you are not required to complete this form unless it displays a currently va id OMB number Section 3 of the Housing and Urban Development Act of 1968,as amended,12 U.S C 1701 u,mandates that the Department ensures that employment and other economic opportunities generated by its housing and community development assistance programs are directed toward low-and very-low income persons,particu arty those who are recipients of government assistance housing. The regulations are found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients'compliance with Section 3,to assess the results of the Department's efforts to meet the statutory objectives of Section 3,to prepare reports to Congress,and by recip'ents as self-mcnitonng tool. The data is entered into a database and will be analyzed and distributed The collection of information involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6)of the Fair Housing Act and Section 916 of the HCDA of 1992 An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB Circular A-108 are not applicable The reporting requirements do not contain sensitive quesfons. Data is cumulative.personal identify ng information is not included Fagn tam HUD 600021112010) Ref 24 CFR 135 Page 28 of 46 FEDERAL REQUIREMENTS: FR-9 RIGHTS TO INVENTIONS All rights to inventions and materials generated under this contract are subject to regulations issued by HUD or its designee and the Sponsor of the Federal grant under which this contract is executed. Reference Title 49 CFR Part 18.36(1)(8) Floge 29;a{46 FEDERAL REQUIREMENTS: FR-10 ACCESS TO RECORDS AND RECORD RETENTION The Contractor shall maintain an acceptable cost accounting system The Contractor agrees to provide the Sponsor, HUD and the Comptroller General of the United States or any of their duly authorized representative's access to any books documents, papers,and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books. records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. Reference:Title 49 CFR Part 18.36(1) Page 30 of 46 FEDERAL REQUIREMENTS: FR-11 CLEAN AIR AND WATER POLLUTION CONTROL Contractors and subcontractors agree: a. That any facility to be used in the performance of the contract or subcontract or to benefit from the contract is not listed on the Environmental Protection Agency(EPA)List of Violating Facilities; b. To comply with all the requirements of Section 114 of the Clean Air Act, as amended, 42 U.S.C. 1857 et seq. and Section 308 of the Federal Water Pollution Control Act,as amended, 33 U.S.C. 1251 et seq relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in Section 114 and Section 308 of the Acts, respectively, and all other regulations and guidelines issued thereunder; c. That,as a condition for the award of this contract, the contractor or subcontractor will notify the awarding official of the receipt of any communication from the EPA indicating that a facility to be used for the performance of or benefit from the contract is under consideration to be listed on the EPA List of Violating Facilities; d To include or cause to be included in any construction contract or subcontract which exceeds$ 100,000 the aforementioned criteria and requirements. Reference- Clean Air Act(42 U.S.C. 7401 at seq_), Federal Water Pollution Control Act(33 U.S C 1251 at seq.) as amended, (49 CFR Part 18 36(i) (12) &Section 306 of the Clean Air Act& Section 508 of the Clean Water Act FEDERAL REQUIREMENTS: FR-12 ENERGY CONSERVATION REQUIREMENTS The contractor agrees to comply with mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Public Law 94-163). Reference: Title 49 CFR Part 18.36&Public Law 94-163 Page 32 of 46 FEDERAL REQUIREMENTS: FR-13 CERTIFICATION REGARDING DEBARMENT,SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION T he Contractor certifies, by acceptance of this contract. that neither it nor its principals is presently debarred, suspended, proposed for debarment, dec'ared ineligible or voluntarily excluded from participation in this transaction by any Federal department or agency It further agrees that it will include this clause without modification in all lower ter transactions, solicitations, proposals, contracts, and subcontracts. Reference:49 CFR Part 29&FAA Order 5100 38C FEDERAL REQUIREMENTS: FR-14 LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (1) No Federal appropriated funds shall be paid, by or on behalf of the contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of any Federal grant and the amendment or modification of any Federal grant. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal grant, the contractor shall complete and submit Standard Form-LLL, "Disclosure of Lobby Activities," in accordance with its instructions. Reference: Title 49 CFR Part 20 Appendix A Poge 34 of 46 FEDERAL REQUIREMENTS: FR-14 CERTIFICATION REGARDING_DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION The Contractor certifies by acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily exc.uded from participation in this transaction by any Federal department oragency. It further agrees that it will include this clause without modification in all ,ower tier transactions, solicitations, proposals, contracts, and subcontracts. Reference:49 CFR Part 29&FAA Order 5100.36C Poge 35 of 46 FEDERAL REQUIREMENTS: FR-15 ECONOMIC OPPORTUNITIES FOR LOW AND VERY-LOW INCOME PERSONS Section 3 Clause. Housing and Urban Development Act of 1968 All section 3 covered contracts shall include the following clause (referred to as the section 3 clause). A. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall to the greatest extent feasible. be directed to low-and very low-income persons, particularly persons who are rec pients of HUD assistance for housing. B The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3 As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations C. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding if any, a notice advising the labor organization or workers representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment pos:tions can see the notice. The notice shall describe the section 3 preference. shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions the qualifications for each; and the name and location of the person(s)taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. E. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2)with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. F, Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of section Page 36 of 46 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). § 135.40 Providing other economic opportunities (a) General In accordance with the findings of the Congress, as stated in section 3,that other economic opportunities offer an effective means of empowering low-income persons,a recipient is encouraged to undertake efforts to provide to low-income persons economic opportunities other than training, employment, and contract awards, in connection with section 3 covered assistance. (b) Other training and employment related opportunities. Other economic opportunities to train and employ section 3 residents include, but need not be I-mited to, use of"upward mobility", "bridge and trainee positions to fill vacancies. hiring section 3 residents in management and maintenance positions within other housing developments; and hiring section 3 residents in part-time positions. (c)Other business related economic opportunities. (I,A recipient or contractor may provide economic opportunities to establish, stabilize or expand section 3 business concerns. including micro-enterprises. Such opportunities include, but are not limited to the formation of section 3 joint ventures, financial support for affil ating with franchise development, use of labor only contracts for building trades, purchase of supplies and materials from housing authority resident-owned businesses, purchase of materials and supplies from PHA resident- owned businesses and use of procedures under 24 CFR part 963 regarding HA contracts to HA resident-owned businesses A recipient or contractor may employ these methods directly or may provide incentives to non-section 3 businesses to utilize such methods to provide other economic opportunities to low-income persons (2)A section 3 joint venture means an association of business concerns,one of which qualifies as a section 3 business concern, formed by written joint venture agreement to engage in and carry out a specific business venture for which purpose the business concerns combine their efforts, resources,and skills forjoint profit,but not necessar�.y on a continuing or permanent basis for conducting business generally, and for which the section 3 business concern: (i) Is responsible for a clearly defined portion of the work to be performed and holds management responsibilities in the joint venture; and (ii) Performs at !east 25 percent of the work and is contractually entitled to compensation proportionate to its work. Subpart C(Reserved] Poge 37 of 46 FEDERAL REQUIREMENTS: FR-16 AFFIRMATIVE ACTION REGULATIONS AND PLAN An Affirmative Action Plan (AAP) must be submitted by the prime contractor and all subcontractors who have subcontracts of$10,000 or more on the project. These must be displayed on the project bulletin board or posted on site for employee view and must include the percentage of AAP goals. Page 38 of 46 FEDERAL REQUIREMENTS: FR-17 WOMEN AND MINORITY OWNED BUSINESSES(M1WBE) The Contractor will do the best efforts to afford small business(Section 3 (a)of the Small Business Act), minority businesses enterprises and women business enterprises(51%+ owned or controlled by minority group members or women)the maximum practicable opportunity to participate in the performance of this project. 'age 39 0146 FEDERAL_ REQUIREMENTS: FR-18 ACCESSIBILITY SECTION 504 COMPLIANCE CDBG regulations require adherence to the following regulations-Americans with Disabilities Act (ADA)removal of architectural and communications barriers. Section 504 of the Rehabilitation Act of 1973 prohibits discrimination in Federally assisted programs on the basis of disability. Page 40 of 46 FEDERAL REQUIREMENTS: FR-19 TEXAS ARCHITECTURAL BARRIERS ACT Elimination of Architectural Barriers,Government Code Chapter 469-The intent of this chapter is to ensure that each building and facility subject to this chapter is accessible to and functional for persons with disabilities without causing the loss of function, space, or facilities A State compliance certificate will be required at completion of project construction for contracts$50,000 and above, the contractor sha'I strictly adhere to the construct on approved drawings and specifications to accomplish final Certification from the Texas Department of Licensing and Regulations(TDLR ) Page 41 of 46 FEDERAL REQUIREMENTS: FR-20 DRUG-FREE WORKPLACE REQUIREMENTS The Drug-Free Workplace Act of 1988(42 U.S.C. 701) requires grantees(including individuals) of federal agencies, as a prior condition of being awarded a grant, to certify that they will provide drug-free workplaces. Each potential recipient must certify that it will comply with drug-free workplace requirements in accordance with the Act and with HUD's rules at 24 CFR part 24, subpart F. Page 42 of 46 FEDERAL REQUIREMENTS: FR-21 FIELD REQUIREMENTS TO BE POSTED: All posting documents must be placed in a visible location at the job site on a notice board: Davis-Bacon Poster: The WH Publication 1321 must be placed in a visible location at the job site on a notice board with the Contractor's and sub-contractors'Affirmative Action Plans when applicable. Davis-Bacon Prevailing Wage Rates: The Contractor shall display in a visible location at the job site on a notice board for employee viewing the Federal Wage Rates that apply to each Individual type of project. HUD Form 4010 Federal Labor Standards Provisions:The Contractor must be place in a visible location at the job site on a notice board the requirements of Davis- Bacon,Copeland. and Contract Work Hours and Safety Standards Acts Section 3 Notice: The Contractor must inform workers of Economic Opportunities for Low and Very-Low Income Persons. Information pertaining to this notice must be placed in a visible location at the job site on a notice board Executive Order 112461:The Contractor must place in a visible location at the job site on a notice board requirements that set forth the anti-discrimination policy for this project Parts II & III of this Executive Order are applicable along with Executive Order 11375 concerning employment discrimination on the basis of race, color, sex, religion and national origin. Affirmative Action Plan: An Affirmative Action Plan must be submitted by the prime contractor and all sub-contractors who have sub-contracts of $10.000.00 or more on the project These plans must be displayed on the project bulletin board for employee view CDBG Project Sign: Project Sign: Contractors responsible to install in a visible location as selected by the City, a CDBG Project Sign prior to commencement of construction Dimensions and design is attached The field location wil be determined prior to work start. Compliance Affidavit: The Contractor must sign and return the attached affidavit to the City prior to beginning work on the project. Affirmative Action Plan: The Contractor must submit and post this plan at the fobs te. Affidavit and Waiver of Lien by„Contractor:The Contractor must complete, sign and return this waiver with each request for payment. Page 43 of 46 CDBG PROJECT SIGN 8' Red PROJECT N ` Background Project Address White Letters CITY OF CORPUS CHRISTI White Community Development Block Grant (CDBG) Background Black U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Letters (HUD) CDBG FUNDS: $ Total Prosect Cost: $ Blue Contractor Background `d Phone Number. White Letters 4' I i Contractor to locate sign where it is most visible to the public and as approved by City Sign is made from a 4 feet x 8 feet sheet of 3/.°' plywood. Sign should be posted at a minimum of than S 6' high from ground level. Poge 44 of 46 AFFIRMATIVE ACTION PLAN in compliance with Executive Order No. 11246 and Section 3 of the '968 Housing & Urban Development Act regarding EquaEmployment Opportun'ty hereby g'ves notice that no person in the United States shat on the ground of race. color,religion, sex or national origin, be denied employment, and further assurance is also g'ven that will Immediately take any reasonab a measures necessary to effectuate this policy. Notice of the policy will be placed in plain sight on the job location for the benefit of Interested parties,and all subcontractors will be so notified. All Equal Opportunity posters will be displayed as required. has been appointed as the Equal Employment Opportunity Officer to coordinate company efforts,to advise and assist key personne and staff.and officially serve as focal point for complaints, inquires, etc. Attachment #2 ref ects present employment of the company and percentage goals for projected hiring of lower'ncome residents.minorities and women. AFFIRMATIVE SUBCONTRACTING n accordance with Paragraph 135.70 of Section 3.Attachment #1 reflects anticipated subcontractor(s) needed (by craft) and approximate dollar amounts in each category for the duration of this project. will use the HUD B.,siness Registry:as for as possible,in the project area and inform subcontractors of the need to be on the HUD Reg'stry. Specific efforts will be made to contact and use minority-owned businesses in the project area to the maximum extent feasible. Section 3 requirements and language will be'n each subcontractor bid and/or proposal for work on this project. Compliance with Section 3 and Executive Order No. 11246 wi I be required of all subcontractors of$10,000 or more. UTILIZING LOWER INCOME RESIDENTS.MINORITIES AND WOMEN To the maximum extent feasible, and.any subcontractors will use lower income residents as trainees, apprentices and workers (if qualified) to complete the work on this project. Special outreach efforts will be made to various public and private recruitment sources such as the Texas Employment Commission and Manpower. Special efforts will also be made to recruit minorities and women. and all its subcontractors will determine by craft and/or position the approximate manpower needs to complete the project. The manpower needs will be made known to the resources named above. Attachments #2 and #3 shall be completed by and each subcontractor to assure that reasonable goals and target dates are a formal part of any contract or subcontract. Attachment #2 indicates current workforce,and Attachment #3 shows projected workforce needs and goals for lower income residents, minorities and women. PROMOTION. DEMOTION, PAY RATES,LAYOFFS,ETC. All personnel actions of the company shall be made on a nondiscriminatory basis without regard to race color, religion, sex or national origin. We will inform each subcontractor of these affirmative action requirements and insure compliance. RECORDS AND REPORTS will submit all reports required in a timely fashion. The Company will also assure that all subcontractors shall submit required reports as needed. (print) Name of Executive Officer SIGNATURE DATE (print) Name of EEO Officer SIGNATURE DATE COMPANY NAME: ADDRESS: PHONE NO.: Page 45 of 46 AFFIDAVIT AND WAIVER OF LIEN BY CONTRACTOR STATE OF TI XAS COUNTY OF Personally apuea-ed before me,the undersigned authority in and for said State and County, _ (NamefTitle)of (Name of Company) which firm is hereinafter called'Contractor".who bung duly sworn states on oath that he has personal knowledge of the follow ng: 1 Contractor has paid in full all debts obligations,and liabilities(including,without limitation,all debts:obligations,and liabilities for labor,materials,equipment or services,and for all local,state or federal taxes)which have been incurred by Contractor,or which are claimed by others to have been incurred by Contractor,or which have arisen in conjunction with work done.or labor materials.equipment or services furnished by Contractor under contract with the City of Corpus Christi on the (Project Name) 2 This Affidavit and Waiver is made and g.ven upon and in exchange for final payment of all sums due Contractor by the City of Corpus Christi under the terms of said contract.In consideration therefor.Contractor waives and releases any and all claims and any and all liens or rights to liens which Contractor has or may have against the City of Corpus Christi for amounts due and owing to Contractor by virtue of Contractor furnishing the °abor materials,equipment or services referred to above The above statements are made by (flame)of (Name of Company) ind,ndually and on srrha f of the Contractor. (Name and Title) (Company Name) Sworn to and subscribed before me on (Date)_ Notary Public State of Texas Commission Exp.r s END OF FEDERAL REQUIREMENTS Page 46 of 46 se GO O Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of August 14, 2018 NCORROP pEO 1852 Action Item for the City Council Meeting of August 21, 2018 DATE: August 14, 2018 TO: Keith Selman, Interim City Manager FROM: Steve Viera, Director of Human Resources SteveV a)..cctexas.com (361) 826-3445 Kim Baker, Assistant Director of Financial Services—Purchasing Division Kim 132(acctexas.com (361) 826-3169 Employee Health Benefit — Stop Loss Coverage CAPTION: Motion authorizing completion of the negotiations and execution of a one-year service agreement to provide stop loss coverage for the City's self-funded employee health benefits for an estimated value of$1,883,862.48 with Partner Re. PURPOSE: Approval to negotiate and execute a contract for stop loss coverage. 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 could not be finalized for a few months after the process ended for all the other coverages therefore, the award of this coverage was delayed until more recent claims data could be provided in order to improve the pricing for the City. This new claims data was made available in mid-July so that refined BAFO's could be submitted by the participating proposers. The revised BAFO's were received and scored and these final pricing scores were added to the evaluations previously conducted to determine the firm providing the best value to the City. Therefore, staff is recommending Partner Re for award of the stop loss coverage. 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 $1,883,862.48 $1,883,862.48 Encumbered / Expended Amount $0.00 $0.00 $0.00 This item $0.00 $1,883,862.48 $1,883,862.48 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 this contract is $1,883,862.48 for this one- year term. Fluctuation in health plan enrollment may alter the total cost. RECOMMENDATION: Staff recommends approval of the Motion. LIST OF SUPPORTING DOCUMENTS: Evaluation Matrix RFP No.1484- Health and Welfare Employee Benefits -Stop Loss Only Kim Baker Proposal Evaluation -Stop Loss Aetna Blue Cross Humana SA Benefit United Healthcare p p Services Minimum Qualifications PASS PASS PASS PASS PASS Licensing/Registration OK OK OK OK OK Required 5 years in Business OK OK OK OK OK No outstanding lawsuits/litigation with City during last 5 OK OK OK OK OK years No outstanding regulatory issues last 5 years OK OK OK OK OK References Provided for firm OK OK OK OK OK Technical Proposal(100 points) Cost(50 points) a)Fixed Costs:includes insurance costs and administrative costs b)Variable Costs:costs stated as a percentage of paid claims,cost management(i.e.,shifting of more/less 0 38.6 0 50 0 workload to City staff) c)Ability to reduce claims expense d) Cost of Stop Loss integration with current third party administrator Financial Stability(30 points) a) Financial Stability(AM Best or Equivalent Agency Rating) 30 30 29.33 29.67 29.67 Claims Processing(10 points) a) Turnaround time excluding medical review of claims b) Fended claims procedures c) Statistical accuracy d) General service procedures 9.67 9.83 9.5 9.83 9.5 e) Dedicated service team f) Willingness to contractually establish performance criteria Past Performance(10 points) a)Active and terminated references b)Past relationship with the client 9 9.83 8.67 9.5 9.33 c)Recognitions/reputation of proposer Interview-No interview for Stop Loss f0fall 48.67 1 88.26 1 47.50 1 99.00 1 48.50 EVALSHEET 1 se o� � v AGENDA MEMORANDUM N0ORPOR IEO Future Item for the City Council Meeting of August 14, 2018 1852 Action Item for the City Council Meeting August 21, 2018 DATE: August 14, 2018 TO: Keith Selman, Interim City Manager FROM: Steve Viera, Director of Human Resources SteveV a)..cctexas.com (361) 826-3445 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kim B2 @..cctexas.com (361) 826-3169 Five-Year Service Agreement Drug and Alcohol Testing and Occupational Medical Services for a total not to exceed $1,333,531 CAPTION: Motion authorizing a five-year service agreement with Alliance Health Resources Mobile Division, Ltd., of Deer Park, Texas, for drug and alcohol testing and occupational medical services for a total amount not to exceed of$1,333,531. PURPOSE: To approve a five-year service agreement with Alliance Health Resources Mobile Division, Ltd. to provide drug testing, collection and laboratory services and medical review officer services as needed. BACKGROUND AND FINDINGS: The agreement will allow drug testing, collection and laboratory services and medical review officer services as required by the City of Corpus Christi's Alcohol and Drug Testing Polices and Occupational Medical Services to meet the requirements of the Americans with Disabilities Act, workers' compensation laws, police and fire contracts and related state laws, Civil Service Board and Commission rules, and other related City policies. The Purchasing Division conducted a Request for Proposal process to obtain proposals for the new contract. The City received three responsive, responsible proposals for RFP No. 1585 Drug and Alcohol Testing and Occupational Medical Services and is recommending the award to Alliance Health Resources Mobile Division, Ltd., based on Best Value to the City. 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: Human Resources FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017- 2018 Current Year Future Years TOTALS Line Item Budget $271 ,587.10 $1 ,318,031.00 $1 ,589,618.10 Encumbered / Expended Amount $232,936.34 0.00 $232,936.34 This item $15,500.00 $1,318,031 .00 $1 ,333,531 .00 BALANCE $23,150.76 0.00 $23,150.76 Fund(s): Other Employee - 5614 Comments: The five-year do not exceed contract value is $1 ,333,531.00 of which $15,500 is funded in FY2017-2018 budget. Future funds will be budged during the standard budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Evaluation Matrix RFP No. 1585 - Drug and Alcohol Testing and Occupational Medical Services Sr.Buyer-Roberta Ortiz Proposal l Evaluation Alliance Health Resources, The DOCTORS Center Concentra p Mobile Division,Ltd. Minimum Qualifications Licensing Pass Pass Pass Must have operated continuously for a minimum of five years as Pass Pass Pass an established firm in providing same service No outstanding lawsuits during last 5 years or current litigation with Pass Pass Pass the City during last 5 years No outstanding regulatory issues last 5 years Pass Pass Pass References Provided for firm Pass Pass Pass Technical Proposal Technical Proposal(50 points) 42 47 43 Firms'Experience(18 points) Team Experience(18 points) Understanding of Project Scope(14 points) Interview Interview(30 points) 30 25 24 Firms'Experience(8 points) Team Idenfificaton(10 points) Understanding of Project Scope(12 points) Price 20 14 14 Price(20 points) Totall 92 1 86 1 81 SC 0 > SERVICE AGREEMENT NO. 1585 U Drug and Alchol Testing and Occupational Medical Services bO RPOR Af 1852 THIS Drug and Alcohol Testing and Occupational Medical Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and Alliance Health Resources Mobile Division, Ltd. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Drug and Alcohol Testing and Occupational Medical Services in response to Request for Bid/Proposal No. 1585 ("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 Drug and Alcohol Testing and Occupational Medical 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 sixty 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 $1,333,531 .00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Sylvia Guzman Department: Human Resources Phone: (361 ) 826-3380 Email: SylviaG@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid or proposal, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Sylvia Guzman Title: Human Resources Administrator Address: 1201 Leopard St., 2nd Floor Human Resources, Corpus Christi, TX 78401 Phone: (361 ) 826-3380 Fax: (361 ) 844-1730 IF TO CONTRACTOR: Alliance Health Resources Mobile Division, Ltd. Attn: Amy Strahan Title: Business Office Manager Address: 2910 Center Street, Deer Park, TX 77536 Phone: (281 ) 479-6672 Fax: (281 ) 479-6594 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 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, 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 r h 1 I ' i CONTRACTOR Signature: M�`�`" Printed Name: m Title: �3J.S,,NC575 P;q�1 02- � Date: - /;?-I I F 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. 1585 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal;Form 12/15/17 I Attachment A: Scope of Work 1. General Requirements A. The Contractor shall provide drug testing, collection and laboratory services and medical review officer services as required by the City of Corpus Christi's Alcohol and Drug Testing Policies and Occupational Medical Services to meet the requirements of The Americans with Disabilities Act (ADA), workers' compensation laws, police and fire contracts and related state laws, Civil Service Board and Commission rules, and other related City policies. B. The Terms used in this Scope of Work are defined as follows: 1 . "Alcohol Testing" means a procedure using a breath device, that is approved by the National Highway Traffic Safety Administration and placed on a conforming products list, to determine whether an employee may have a prohibited concentration of alcohol in a breath or saliva specimen, except for as provided in the Police Department Alcohol Testing programs which shall be by blood test; 2. "Attachment" means a numbered exhibit to the Contract. 3. "C.A.P." means the College of American Pathologists - Forensic Drug Testing program; 4. "CDL" means a commercial driver's license issued by the Texas Department of Public Safety. 5. "City" means the City of Corpus Christi, Texas; 6. "City Council" means the City Council which is the Governing Body of the City of Corpus Christi, Texas; 7. "City Manager" means the chief executive officer of the City of Corpus Christi, Texas; 8. "Collection" means a urine specimen provided by an employee for a drug test; 9. "Collector" means an individual authorized to receive a collection. 10. "Commercial Vehicle Drivers" means employees of the City that possess a CDL. Page 1 of 74 11 . "Contract" means the Drug and Alcohol Services Agreement between the City and Proposer based on this Request for Proposal; 12. "Director" means the City of Corpus Christi Director of Human Resources; 13. "DOT" means the United States Department of Transportation; 14. "Drug Testing" means a procedure performed on a urine specimen to identify and quantify the presence of a specific drug or drug metabolite. 15. "Laboratory" means a facility for drug testing that is certified for drug testing by the Substance Abuse and Mental Health Services Administration (S.A.M.H.S.A.) of the United States Department of Health and Human Services, and is accredited by the College of American Pathologists - Forensic Drug Testing program; 16. "MRO" means Medical Review Officer; 17. "NHTSA" means the National Highway Traffic Safety Administration; 18. "NON-DOT" means policies or procedures not mandated by the Department of Transportation or covered under Collective Bargaining Agreements with the Police and Fire Unions. 19. "Policy or Policies" means an official City Policy or official City Policies approved by the City Manager; 20. "Proposer" means any Respondent to this Request for Proposal; 21 . "RFP" means Request for Proposal; 22. "S.A.M.H.S.A." means the Substance Abuse and Mental Health Services Administration of the United States Department of Health and Human Services; 2. Scope of Work A. The Contractor shall provide a minimum of two collection sites (Facility) for Drug and Alcohol Testing or one collection site for Drug and Alcohol Testing and provide pick-up and delivery for Occupational Medical Services as described in Attachments I through IV. If only one collection site is provided, pick-up for occupational services must be within one hour of Proposer being notified of pick-up. Each instance of non-compliance will result in a Page 2 of 74 deduction of a percent discount for each patient not picked-up within the hour after notification of pick-up. B. The Contractor shall provide a report detailing the percentage seen within the hour after notification, with an expectation of 900 or greater. Report must show names, notification time/pick-up time and be submitted to the City, by the 15th of each month following the month for which it applies and shall be submitted with the invoice to which it applies. C. Drug & Alcohol Testing- The City requires approximately 2766 drug tests and approximately 911 alcohol tests within a given twelve-month period, City- Wide. In addition, the Fire and Police Department requires approximately 450 drug tests per year and the Police Department requires approximately 271 alcohol tests per year. The City following requirements apply to drug and alcohol testing: 1 . The Contractor must use laboratories that are S.A.M.H.S.A.-certified and C.A.P.-accredited for the testing of ALL specimens collected under any of the Alcohol and Drug Policies covering City employees based on the policy of the City of Corpus Christi. 2. The Contractor will provide drug testing mandated by the United States Department of Transportation (DOT) for City Gas Department Employees. The DOT Specimen Collection Procedures for Drug Testing and DOT Alcohol Testing Procedures for Gas Department Employees are contained in Attachment I. The DOT Laboratory Drug Testing Protocol for Gas Employees is contained in Attachment V-A. 3. The Contractor will provide for drug testing mandated by the DOT for Commercial Vehicle Drivers (CDL) for the City. The DOT Specimen Collection Procedures for Drug Testing and DOT Alcohol Testing Procedures for CDL Employees are contained in Attachment I. The DOT Laboratory Drug Testing Protocol for CDL Employees is contained in Attachment V-A. 4. The Contractor will provide for alcohol and drug testing performed under the City-Wide Alcohol and Drug Testing Policy. The NON-DOT Specimen Collection Procedures for Drug Testing are contained in Attachment II. The NON-DOT Laboratory Drug Testing Protocol for City Wide Employees is contained in Attachment V-B. 5. The Contractor will provide for drug testing mandated by the DOT Alcohol and Drug Testing Policy for the Municipal Marina Employees. The DOT Specimen Collection Procedures for Drug Testing and DOT Alcohol Testing Procedures for Marina Employees are contained in Attachment Page 3 of 74 I. The DOT Laboratory Drug Testing Protocol for Marina Employees is contained in Attachment V-A. 6. The Contractor will provide for drug testing mandated by the respective Collective Bargaining Agreements and Alcohol and Drug Policies, for the Corpus Christi Police and Fire Departments. The NON-DOT Specimen Collection Procedures for Drug Testing and NON-DOT Alcohol Testing Procedures for the Fire and Police Departments are contained in Attachments III and IV, respectively. The Non-DOT Laboratory Drug Testing Protocol for the Fire and Police Departments is contained in Attachments V-C and V-D, respectively. 7. The Contractor will provide for Medical Review Officer (MRO) services. The MRO Services for Gas, CDL, Marina, City-Wide, including the Fire and Police Departments' requirements and MRO requirements are contained in Attachment VI. Any and all costs associated with provision of MRO services described in this scope of work are included/factored into the price schedule. 8. The Contractor will follow Custody and Control Procedures for drug testing under the Gas, CDL, Marina, City-Wide and Fire and Police Department Policies. The Contractor must comply with any revised Policies. 9. The Contractor shall provide a collection site(s) that meet the Facility requirements of Federal DOT and NON-DOT regulations and are clean, well-lit and secured as provided for in the Scope of Work Attachments. A collection site (Facility) complete with locker, lock and key which meets all requirements of Attachments I through IV incorporated herein is required for Police Department requirements. 10. The Contractor shall secure urine/blood specimen for drug testing or have completed breath alcohol test within 30 minutes of sign in. Each instance of non-compliance will result in a deduction of a percent discount for each patient not seen within 30 minutes of sign in. Proposer shall provide a report of urine/blood specimens collected or breath alcohol tests detailing the percentage seen within 30 minutes of sign in, with an expectation of 900 or greater. Report must show names, time in/time out, by the 15th of each month following the month for which it applies and shall be submitted with the invoice to which it applies. 11 . The Contractor shall provide full collection services to meet seasonal needs for full collection services, as required by the City, by staying open until 6 p.m. each day and/or being open on Saturdays. If after hour's Page 4 of 74 drug/alcohol testing is required, calls must be returned in a timely manner. D. Occupational Medical Services - The City currently has 1846 civilian employees, 450 police officers and 417 firefighters. The City following requirements apply to occupational medical services: 1 . The Contractor shall provide Occupational Medical Services which meet requirements of The Americans with Disabilities Act (ADA), Workers' Compensation Laws, Police and Fire Contracts and related State Laws, Civil Service Board and Commission Rules, and other related City Policies. Facilities used in performing these services are required to meet public accessibility requirements of the ADA. 2. The City retains the sole responsibility for making employment decisions or deciding whether or not it is possible to make a reasonable accommodation for a person with a disability. 3. The Contractor shall provide Occupation services in a manner that allows patients to be released within one hour of sign in. Each instance of non- compliance will result in a deduction of a percent discount for each patient not seen within one hour of sign in or the Contractor shall provide a report detailing the percentage seen within one hour of sign in, with an expectation of 900 or greater. Report must show names, time in/time out, by the 15th of each month following the month for which it applies and shall be submitted with the invoice to which it applies. E. Post Offer Services- The Contractor shall provide post-offer medical examinations based upon detailed job descriptions provided to the Physician by Human Resources, and to advise Human Resources in writing whether there is any medical condition which precludes the individual from performing the essential functions of a job with or without reasonable accommodation, or which present an undue hardship, or a direct threat to the health or safety of the individual or others which cannot be eliminated by a reasonable accommodation. The City following requirements post offer services: 1 . Applicants for jobs who have been made an initial offer of employment with the City of Corpus Christi contingent upon the passing of a post offer examination will be scheduled by the Human Resources Department and sent to the Contractor's Facility. Temporary positions with work assignments of less than 30 workdays, except for those in labor intensive job classifications, shall be excluded from this requirement. City employees, excluding Police and Fire Personnel will receive a full physical examination post offer. Page 5 of 74 2. Appointments for physical examinations for applicants will be scheduled with the Contractor's Physician's Staff by Human Resources Department Staff. The applicant will be advised to bring with him/her any eyeglasses, contact lenses, and/or currently prescribed medications to optimize the performance of pre-placement evaluation. 3. Applicants will be asked to report to the Physician's Office on the date and fifteen minutes early to allow time for completing their "Medical History Form". 4. Notice of all medical determinations on applicant post offer examinations shall be sent to the Human Resources Department on forms to be approved by the Director of Human Resources. The Contractor's Physician shall complete the Physician's Medical Evaluation Form. 5. The strict confidentiality of medical records must be maintained by the Contractor's Physician and his/her staff. Dissemination of information from the employee's City medical records is prohibited without the expressed, written consent of the employee. Access to official City medical records is limited to: the Occupational Medical Service Provider, Department of Human Resources, Texas Municipal Retirement System (TMRS) for disability retirement evaluations, City Attorney, the City's current or past Third Party Administrator and the treating physician. F. Occupational Injury related medical treatment- The Contractor shall provide medical care to employees injured on the job, and who choose to go to the Contractor's Facility and/or physicians' assistant. These services are indirectly related to this contract, as injured employees are in no way required by the City to choose the provider as their treating physician for a workers' compensation injury /illness. For injuries occurring during the Contractor's regular office hours, the supervisor/ designee will bring the employee to the Contractor's Facility if the employee so chooses. After receiving medical care, the Contractor will determine the treatment plan and whether or not the injured employee can return to work. G. Disability Review Committee - The City's Disability Review Committee which is designed to encourage timely recovery by employees from occupational and non-occupational injuries or illnesses and their timely return to work by providing medical assessments and recommendations. The following requirements apply to the Disability Reviews: 1 . The Contractor's Physician is required to provide disability job-related evaluations as requested by the Human Resources Director on behalf of the Disability Review Committee. The Contractor's Physician's role is limited Page 6 of 74 to conducting medical examinations, as required, which are job-related and based on detailed job descriptions. 2. It is the Contractor's Physician's responsibility to advise the City about each individual's functional abilities, by providing functional capacity exams and present limitations in relation to that required in safely performing the essential functions of the job the employee was hired to do and for alternate job placement. Referrals must be made in a timely manner. 3. The Contractor's Physicians shall have proper materials at meetings, such as patient files, etc. The Contractor's Physicians must be actively engaged in meetings, providing medical assessments and firm recommendations. 4. Disability Review Committee meetings are scheduled once per month, in the afternoon and may occasionally be called at other times, as necessary. 5. The Contractor's physician will be compensated under onsite services for reimbursement (including travel costs) for his/her required attendance at Disability Review Committee meetings. 6. The City will make payment to the Contractor's Physician at the rate listed in the schedule of pricing for legal testimony, for both the time spent actually testifying as well as the time spent waiting (at the location where the testimony is to be given) to be called to testify. Proposer's quoted fee per hour is all inclusive of any and all travel costs associated with the provision of testimony. H. Medical Examinations of City Employees - The Contractor shall provide medical examinations to include but not be limited to promotional, pre- assignment, annual, executive and return to work examinations on City employees, however such services must be job related and consistent with business necessity. Such medical examinations will be used to determine if there is any medical condition which precludes an individual from performing the essential functions of a job with or without reasonable accommodation, or which present an undue hardship or a direct threat to the health or safety of the individual or others which cannot be eliminated by reasonable accommodation. The following types of exams are to be provided under this Agreement: 1 . The Haz-mat physical exam components include: hazardous physical exam, vision titimus, EKG (after age 40), audiogram, Chem 20, blood lead ZPP, two-view chest x-ray and pulmonary function test. 2. Annual firefighter physical exam (required over age 40) includes: Page 7 of 74 audiogram, physical exam, CBC, two-view chest x-ray, DIP/TET, EKG, grip strength, master chem., pulmonary function test, UA dipstick and vision Litmus. 3. Annual police bomb re-certification physical exam includes: audiogram, physical exam, one-view chest x-ray, EKG, PPD (Mantoux), UA dipstick and vision Litmus. 4. Civilian physical pre-placement includes: audiogram, physical exam and DIP/TET. 5. Police physical pre-placement includes: audiogram, blood lead, two-view chest x-ray, grip strength, DIP/TET, EKG, two-view lumbar spine x-ray, vision Litmus and physical exam. 6. Firefighter physical pre-placement includes: PPD (Mantoux), pulmonary function test, vision Litmus, EKG, DIP/TET, audiogram and physical exam. 7. The Executive physical exam includes: EKG, prostatic specific antigen, audiogram, PPD (Mantoux), cardiac risk assessment, thyroid stimulation hormone, CBC, pulmonary function test, Chem 20, HIV-EIA, occult blood and physical exam. 8. Return-to-work exam - employees seen by clinic to verify clearance to return to work with or without restrictions. I. Physician Services - In order to support open communication among employees, medical service providers, department managers, the City's Third Party Administrator, the City's Director of Human Resources in matters which directly relate to the services the Physician provides to the City, the following services will be provided by the Contractor: 1 . The Contractor shall provide independent job-related medical examinations of employees or applicants as directed by the City. 2. The * e#ef- l—pif�--ate++¢ i�#rerti�er—r# totns, trials, e#�relatedteaft�-e# tHe serviees p e n. Tf�e�e seFYieeS r � 3. The Contractor shall provide medical reports as requested to include the following: a) Physician's first report of exam b) Progress Report Page 8 of 74 c) Discharge Report d) Consultant referral report e) Referred doctor's report f) Oral reports as requested by the City of Corpus Christi g) Work status Disposition report, including time in and time out, for each employee or applicant visit. y4e+erg a tie rate shewigin the eeAtFeet ORg h-redi i1e fGr IegGI te'S til�-j/ +,= \/I n ri !'Y C \A/p I� ��e t� iCTT l�1'TC Zj ef any and all travel eests i$tttst@fes@ 3. Documents and Invoicing. A. The Contractor shall complete all records as directed by the Director of Human Resources and be in compliance with applicable laws. Records will be retained by the Occupational Medical Services provider for a minimum of five years. All forms used must be approved by the Director of Human Resources. The Director of Human Resources reserves the right to modify any form. B. The Contractor shall provide storage for medical records in CONFIDENTIAL files in a locked cabinet or secured work area to ensure the security of the medical information. All medical information must be treated with the same confidentiality as required under HIPAA regulations. C. The Contractor shall provide monthly invoices for services rendered for each employee to be directed to the attention of the Director of Human Resources, said services to be clearly identified as to occupational related or non-occupational related. These services shall further be identified as pre- placement, return-to-work, non-occupational related, etc. To provide monthly invoicing which clearly and easily identifies dates of service, services provided, employees or prospective employees served, charges incurred and whether each service is occupational or non-occupational in nature. The Proposer shall not bill the City and the City shall not pay any late or administrative fees, penalties, charges or interest in conflict with law. D. The Contractor shall provide utilization reports (Management Reports) on a regular basis. An example of a utilization report might be a statistical report which reflects various demographic data pertaining to the services provided. Invoices shall reflect services rendered and a corresponding charge for billing and payment purposes. Page 9 of 74 SCOPE OF WORK ATTACHMENT I DOT SPECIMEN COLLECTION PROCEDURES FOR DRUG TESTING AND DOT ALCOHOL TESTING PROCEDURES All defined terms used in the Drug and Alcohol Testing Services Agreement apply to this Attachment I. Additional terms are defined herein. Each Collector and Breath Alcohol Technician ("BAT") is a Contractor/Service Provider's Agent. Contractor/Service Provider must comply with the Federal, State and local laws regarding Alcohol or Drug Test Procedures whether or not cited within. Contractor/Service Provider must provide a Specimen Collector (Collector) and Collection Facility (Facility) that complies with accessibility requirements of Title III of The Americans With Disabilities Act (ADA) that must be available, upon pager notification, 24-hours a day, 7 days a week, including weekends and holidays for alcohol and drug testing Donors with specimen collection to be performed by qualified Contractor/Service Provider's Agent at a designated Contractor/Service Provider's facility, City Facility or as otherwise specified to the Contractor/Service Provider in writing by the Director of Human Resources ("Director"). The Collector will follow this procedure for each individual specimen collected for DOT drug testing or alcohol testing performed for the City of Corpus Christi (City) using an Evidentiary Breath Testing Device (EBT). It is the intent of the City that the collection procedures for all drug and alcohol testing of Donors be consistent with and of the same level of precision required for the federally approved procedures for workplace drug and alcohol testing programs, 40.61 CFR 40, Procedures For Transportation Workplace Drug and Alcohol Testing Programs). If problems arise during a specific collection, the Collector may ask the Donor to wait while the City's Director is contacted for a decision on the situation. If Donor refuses to wait, City's Director must be notified immediately. The Collector is responsible for maintaining the integrity of the specimen collection and transfer process and/or of the alcohol test and for carefully ensuring the modesty and privacy of each Donor. The Collector must avoid any conduct or remarks, which could be construed as accusatorial or otherwise offensive or inappropriate. Strict custody-and-control procedures for drug tests must be followed from pre-collection through shipment to the laboratory. Each Collector shall have successfully completed training to carry out specimen collections for drug testing following DOT regulations as cited, or shall be a licensed medical professional, or licensed technician, who is provided instructions for collection which comply with DOT regulations under 49 CFR 40. The BAT shall be trained to proficiency in the operation of the EBTs being used for initial and Page 10 of 74 confirmation breath alcohol testing and in the alcohol testing procedures of 49 CFR 40. Attachment I may be revised as required to meet revisions to 49 CFR 40, Procedures For Transportation Workplace Drug and Alcohol Testing Programs, and/or other revisions to DOT regulations, which apply to City applicants and employees. If revisions are made, the new Attachment I becomes effective upon the Human Resources Director filing it with the City Secretary and giving notice to the Collector. I. DRUG TESTING PROCEDURES: A. REQUIREMENTS OF COLLECTION SITE FOR DRUG TESTING: 1 . The Facility must contain an enclosure within which private urination can occur, a toilet for completion of urination, a suitable clean surface for writing, and a source of water for washing hands. The Facility must allow for the Collector to wait outside the restroom door to monitor, not observe the collection. 2. The Collector actually monitoring the collection of a urine specimen must, in all cases, be of the same gender as the Donor providing the specimen. If using a public restroom, the Collector is to remain in the restroom, but outside the stall, until the specimen is collected and must be of the same sex as the Donor providing the specimen. 3. If the Facility cannot be dedicated solely to drug testing, the portion used for testing must be secured during drug testing by ensuring other persons are not present, ensuring that there is no undetected access through any other doors, and posting signs restricting access to authorized personnel during the entire collection process. 4. The Facility must be clean, well-lit and secured as defined herein. 5. The Facility must have all required materials, personnel, and supervision required to provide drug testing in compliance with Federal Drug Testing Custody and Control procedures and to have available one male and one female Collector for monitoring collections. Forms (particularly the Chain-of-Custody (CCF)) used for the collection process must comply with requirements of the Department of Transportation, 49 CFR 40, as they may be amended, for Donors tested under DOT regulations. Page 1 1 of 74 B. FAILURE OF DONOR TO REPORT FOR DRUG TESTING AS SCHEDULED If the Donor does not report at the assigned time for drug testing, the Collector must contact the Director within thirty (30) minutes, if during a work day, 8a.m. - 6 p.m. on weekdays or at the beginning of the next work-day, if after hours, or on the weekend, to obtain guidance on the action to be taken. C. COLLECTION PROCEDURES PREPARATION OF THE COLLECTION SITE PRIOR TO THE PRESENCE OF THE DONOR MUST INCLUDE: ADDING BLUING AGENTS IN TOILET TANKS AND BOWLS SO THAT THE WATER REMAINS BLUE; TAPING OFF OTHER SOURCES OF WATER, OR IF THE COLLECTION IS TAKING PLACE IN A RESTROOM WITH ONE OR MORE STALLS, THE COLLECTOR (OF SAME SEX OF DONOR) WILL MONITOR TO ENSURE SUCH WATER SOURCE IS NOT USED FOR DILUTING THE SPECIMEN. D. SPECIMEN COLLECTION PROCEDURE THE CITY OF CORPUS CHRISTI HAS ELECTED TO USE A "SPLIT SAMPLE" METHOD OF COLLECTION FOR ALL DRUG TESTS CONDUCTED FOR COVERED DOT CITY EMPLOYEES. The use of the word "specimen" in this procedure is defined as split specimen unless otherwise designated. The following procedure is to be followed in each split specimen collection: 1 . Positively identify the Donor as the person selected for testing. Ask Donor for a photo I.D. which can be an identification badge with photo, Driver's License with photo, or if no photo identification is available, positive identification by a City official. If identification cannot be established, the Collector shall not proceed with the collection. 2. Explain the collection procedure to the Donor. The collection is to be done as a 5-panel DOT collection (covering marijuana, cocaine, opiates, amphetamines and phencyclidine) as authorized by DOT regulations and City Policy. 3. The Donor must NOT be required to provide a list of any prescription or over-the-counter drugs, but may do so for his/her own information as a "memory jogger" for his/her own use only. Page 12 of 74 4. The Donor will remove any unnecessary outer garments, such as coat, jacket, hat, etc. which could be used to tamper with or adulterate the Donor's specimen. The collector shall ensure that all personal belongings, such as purse or briefcase, remain with the removed outer garments. The Donor may retain his/her wallet. If the Donor requests, the Collector shall provide the Donor with a receipt for any personal belongings. 5. Donor is to wash his/her hands prior to urination in view of the Collector prior to the collection, and is to remain in the presence of the Collector without access to any water fountain, faucet, soap dispenser, cleaning agent or any other materials, which could be used to adulterate the Specimen. 6. The Donor may provide his/her Specimen in the privacy of a stall or otherwise partitioned area that allows for individual privacy. The Collector shall provide the specimen container for this purpose which is suitable for the gender of the Donor. 7. The collection kit is to be opened in front of the Donor by the Collector. The Donor shall urinate into a collection container or a specimen bottle capable of holding at least 60 milliliters. If a collection container is used, the Collector, in the presence of the Donor, shall pour the urine into two specimen bottles. Thirty-(30) ml shall be poured into one bottle, to be used as the Primary Specimen. Fifteen-(15) ml shall be poured into the other bottle, to be used as the Split Specimen. If a single specimen bottle is used as a collection container, the Collector shall pour 30 milliliter of urine from the specimen bottle into a second specimen bottle to be used as the Primary Specimen and retain the remainder of at least 15 milliliters in the collection bottle to be used as the Split Specimen. Both bottles shall be shipped in a single shipping container, together with copies of the CCF, to the laboratory. 8. The Collector shall note any unusual behavior by the Donor or unusual appearance of the urine on the CCF, including but not limited to, e.g. color, odor, and temperature. 9. Upon collecting the Specimen, the Collector will determine if the container contains at least 45 milliliters of urine. If the Donor is unable to provide 45 milliliters of urine, the Collector shall direct the Donor to drink fluids and, after a reasonable period of time, attempt to provide a Specimen using a fresh specimen bottle and collection kit. The original specimen is to be discarded. Page 13 of 74 If the Donor is still unable to give a 45-milliliter Specimen, the following rules will apply: 10.In the case of post-accident or reasonable cause drug testing (as defined by DOT regulations), the Donor shall remain at the Facility and continue to consume reasonable quantities of fluids until the Specimen has been provided, or until the expiration of a period of up to 8 hours from the beginning of the collection procedure. 1 1 .In the case of a pre-employment test or random test, or other test which is not for cause, (as defined by DOT regulations and City Policy), the City's Director shall be notified when the Donor is unable to provide 45 milliliters of urine after several hours, and the Director shall elect either to follow item j. above or to discontinue the collection and conduct a subsequent collection at a later time. 12.If the Donor cannot provide a complete Specimen within the 8-hour period or at the subsequent collection, as applicable, then the Contractor/Service Provider's MRO shall refer the Donor for a medical evaluation to develop pertinent information concerning whether the Donor's inability to provide a Specimen is genuine or constitutes a refusal to provide a Specimen. The MRO shall report his/her conclusions in writing to the Director. 13.After the Specimen has been provided and submitted to the Collector, the Donor will be allowed to wash his/her hands. At this point, the tape may be removed from sink faucets and the commode may be flushed. With the Specimen in the presence of both the Donor and Collector, they may then proceed to another appropriate area to continue this procedure. 14.Immediately after the Specimen has been provided and submitted to the Collector, and in the presence of the Donor, the Collector shall measure the temperature of the Specimen within a maximum time of 4 minutes from the time of urination, and inspect the Specimen to determine if its color and look indicates any signs of contaminants. Any unusual findings must be noted on the CCF. A specimen temperature outside the range of 32.5-37.7 degrees Centigrade, or 90.5-99.8 degree Fahrenheit, constitutes a reason to believe that the Donor has altered or substituted the specimen. In such cases, the Donor supplying the Specimen may volunteer to have his or her oral temperature taken to provide evidence to counter the suspicion of Donor alteration or substitution of the Specimen. Page 14 of 74 All specimens suspected of being adulterated at the time of collection must be forwarded to the laboratory for testing. 15.Whenever there is reason to believe that a particular Donor has altered or substituted the Specimen, then the collector shall proceed as required under Section E, "Direct Observation". 16.Both the Donor and the Collector shall keep the Specimen in view at all times prior to the Specimen being sealed with a tamper proof seal and labeled. Both parties are to remain in the presence of the Specimen while the Collector places an identification label which contains the date, the Donor's Specimen number, and any other identifying information provided. 17.In the presence of both parties, the Donor shall initial the identification label on the Specimen bottle for the purpose of certifying that it is the Specimen collected from him/her. 18.The Collector shall enter on the chain-of-custody form all information identifying the Specimen. The Collector shall sign the CCF certifying that the collection was accomplished according to all applicable Federal requirements. 19.The Donor will be asked to read and sign a statement on the drug CCF Specimen that he/she will be provided. 20.The Donor must sign the CCF, which authorizes the collection of the Specimen, analysis of the Specimen for designated controlled substances, and release of the results to the Director. 21 .The Collector shall complete the custody-and-control portion of the CCF to indicate receipt of the Specimen from the Donor and shall certify proper completion of the collection. The Donor may now leave. 22.The urine Specimen and CCF are now ready for shipment. If the Specimen is not immediately prepared for shipment, the Collector shall ensure that it is appropriately safeguarded during temporary storage. 23.While any part of the custody-and-control procedures are being performed, it is essential that the urine Specimen and custody documents be under the control of the involved Collector. If the involved Collector leaves his/her workstation momentarily, he/she Page 15 of 74 shall take the Specimen and CCF with him/her, or shall secure them. After the Collector returns to the workstation, the custody process will continue. If the Collector is leaving for an extended period of time, he/she will package the specimen for mailing before leaving the Facility. 24.The Collector shall not leave the Facility in the interval between presentation of the Specimen by the Donor and securing the Specimen. The Specimen is secured by placing an identifying label on it, which contains the Donor's Specimen identification number (as shown on the Chain-Of-Custody Form) , attaching the tamper- proof seal, and obtaining the Donor's initials on the seal. If it becomes necessary for the Collector to leave the Facility during this interval, the collection shall be nullified and, upon direction of the Director, a new collection begun. E. DIRECT OBSERVATION Specimen collected, which is suspected of adulteration, must be forwarded to the laboratory for testing with the Collector documenting on the CCF his/her observations. The Director for covered DOT donors may authorize direct observation of a second specimen collection by a Collector of the same gender when the following conditions exist: 1 . When the temperature (which must be taken within a maximum of 4 minutes) falls outside a temperature range of 90.5 - 99.8 degrees Fahrenheit, or 32.5-37.7 degrees Centigrade. 2. If the specimen has a specific gravity of less than 1 .003 and a creatinine concentration of less than 20 mg/dl and the specific gravity is less than or equal to 1 .001 or greater than or equal to 1 .020. 3. If the Collector suspects that the specimen has been tampered with in any way, another specimen must be obtained before the Donor is allowed to leave. The Director must be informed within thirty-(30) minutes of the refusal if during normal workday, or at the beginning of the next work day if after hours, during a weekend or holiday, if the Donor refuses to give another specimen. F. TRANSPORTATION TO LABORATORY The Collector shall arrange to ship the Split Specimen to a laboratory certified by the Substance Abuse and Mental Health Services Administration (S.A.M.H.S.A.) and accredited by the College of American Pathologists -Forensic Drug Testing program. The Split Page 16 of 74 Specimen must be placed in a shipping container designed to minimize the possibility of damage during shipment and the Split Specimen copy of the CCF. The shipping container must be securely sealed to eliminate the possibility of undetected tampering during transportation. On the tape sealing the shipping container, the Collector shall ensure that the CCF is attached or enclosed in each container sealed for shipment to the testing laboratory. G. FAILURE OF DONOR TO COOPERATE If the Donor refuses to cooperate with the collection process, the Collector shall inform the Director within thirty (30) minutes if a work day or at the beginning of the next day if after hours and shall document the non-cooperative behaviors on the CCF. H. DONORS REQUIRING MEDICAL ATTENTION If the Specimen is being collected from a Donor in need of medical attention (e.g. as part of a post-accident test given in a clinic or emergency medical facility), necessary medical attention must NOT be delayed in order to collect a Specimen. I. USE OF CHAIN-OF-CUSTODY FORMS (CCF) A CCF must be used for maintaining control and accountability of each Specimen from the point of collection to final disposition of the Specimen. The date and purpose must be documented on the CCF each time a Specimen is handled or transferred and every person in the chain must be identified in writing on the CCF. Every effort must be made to minimize the number of persons handling Specimens. J. RECORDS MAINTENANCE AND DISCLOSURE OF RECORDS The following information must be collected and provided to the City Part 199 and another for those tested under Part 382. These reports must contain the following information: the number of Donors who refused to submit to a controlled substances test; the number of DOT urine specimens collected by type of test (e.g. pre-employment, random, reasonable suspicion, post-accident); and the number of Donors with positive test results, with the positive test results further broken out to indicate positives by type of test and type of drug. One copy of each collection form completed for DOT drug testing must be forwarded to the Director within one workday. Page 17 of 74 K. RECORD MAINTENANCE Records related to services provided under this Agreement must be maintained for five (5) years after termination or expiration of this Agreement. II. DOT-MANDATED ALCOHOL TESTING A. DEVICES TO BE USED FOR BREATH ALCOHOL TESTS: For breath alcohol screening and confirmation tests, Collector shall use Evidentiary Breath Testing Devices (EBTs) which meet the requirements of 49 CFR 40, as follows: EBTs must (1 ) have the capability of providing, independently, or by direct link to a separate printer, a printed result in triplicate (or three consecutive identical copies) of each breath test; (2) be capable of assigning a unique and sequential number to each completed test, printing that number on each copy of the test results, and the number being available for viewing by the Breath Alcohol Technician (BAT) and the Donor prior to the test being conducted; (3) be capable of printing out, on each copy of the result, the manufacturer's name for the device, the device serial number and the date and time of the test; (4) be able to distinguish alcohol from acetone at the 0.02 alcohol concentration level; (5) be capable of testing an air blank prior to the collection of breath and performing an external calibration check; (6) be listed on the NHTSA's "Conforming Products List of Calibrating Units for Breath Alcohol Tests." B. QUALITY ASSURANCE PLANS FOR EBTs EBTs used in either screening or confirmation alcohol testing must have a Quality Assurance Plan (QAP) developed by the manufacturer and maintained by the Collector which meets the requirements of 49 CFR 40 and which provides for the following: 1 . The QAP must designate the method or methods to be used in performing external calibration checks of the device. 2. The QAP must specify the minimum intervals for performing external calibration checks of the device. Intervals must be specified for different frequencies of use, environmental conditions, such as temperature, altitude, humidity, and contexts of operation. In addition, the City requires that Collector must immediately perform an official calibration check following each confirmed positive alcohol test by a Donor. Page 18 of 74 3. The QAP must specify the tolerances on an external calibration check within which the EBT is regarded to be in proper calibration. 4. The QAP must specify inspection, maintenance, and calibration requirements and intervals for the device. 5. The QAP must have been submitted to NHTSA for review and have received NHTSA approval of the Plan. The Collector must comply with the NHTSA approved QAP for each EBT it uses for Alcohol screening or confirmation testing subject to this Agreement. The Collector must ensure that external calibration checks of each EBT are performed as provided in the QAP and upon obtaining a confirmed positive test result on a City Donor. The Collector must take an EBT out of service if any external calibration check results in a reading outside the tolerances for the EBT set forth in the QAP and shall not use the EBT for alcohol testing under this Agreement until it has been serviced and has had an external calibration check resulting in a reading within the tolerances for the EBT. The Collector must ensure that inspection, maintenance, and calibration of each EBT are performed by the manufacturer or a maintenance representative certified by the device's manufacturer or a state health agency or other appropriate state agency. The Collector shall ensure that each BAT, or other individual who performs an external calibration check of an EBT used for alcohol testing subject to this Agreement, has demonstrated proficiency in conducting such a check of the model EBT checked. The Collector shall maintain records of the external calibration checks of EBTs as provided in 49 CFR 40 and of calibration checks required by the City upon a confirmed positive test result on a Donor. The Collector, when not using the EBT at an alcohol testing facility, shall store the EBT in a secure location. C. THE BREATH ALCOHOL TESTING FORM REQUIREMENTS The Collector shall use the Alcohol Testing Form provided in the DOT Regulations, 49 CFR 40, or may use a form directly generated by an EBT which includes all aspects of the form except that the EBT form may omit the space for affixing a separate printed result to the form. D. QUALIFICATIONS OF THE BREATH ALCOHOL TECHNICIAN The Breath Alcohol Technician (BAT) must be trained to proficiency in the operation of the EBT to be used and in the alcohol testing procedures of 49 CFR 40. Proficiency must be demonstrated by successful completion of a course of instruction which, at a minimum, provides training in the principles of EBT methodology, operation, and calibration checks; the fundamentals of calibration checks; the Page 19 of 74 fundamentals of breath analysis for alcohol content, and the procedures required in 49 CFR 40 for obtaining a breath sample and interpreting and recording EBT results. Any BAT who performs external calibration checks of an EBT must be trained to proficiency in conducting the check on the particular model of EBT the Collector uses, which includes practical experience and demonstrated competence in preparing the breath alcohol simulator or alcohol standard, and in maintenance and calibration of that EBT. The Collector will document the qualifications of each BAT it uses to test Donors and maintain the documentation as provided in 49 CFR 40. E. LOCATION FOR BREATH ALCOHOL TESTING Alcohol testing must be conducted in a location which affords visual and aural privacy to the Donor being tested so that unauthorized persons cannot see or hear test results. All necessary equipment, personnel, and materials for breath testing must be provided at the location where testing is conducted. The BAT shall supervise only one Donor's use of the EBT at a time and shall not leave the testing location while the testing procedure for a given Donor is in progress. F. PREPARATION FOR BREATH ALCOHOL TESTING The Donor to be tested will be required to provide positive identification through the use of a photo I.D. card or by identification by a City representative. The BAT shall provide positive identification to the Donor and shall explain the testing procedure to the Donor. G. PROCEDURE FOR SCREENING TESTS The BAT must complete Step 1 on the Alcohol Testing Form and the Donor must complete Step 2 on the form and sign the certification. Refusal of the Donor to sign the certification in Step 2 will be regarded as a refusal to take the test. An individually sealed mouthpiece must be opened in view of the Donor and BAT and attached to the EBT in accordance with the manufacturer's instructions. The BAT shall instruct the Donor to blow forcefully into the mouthpiece for at least 6 seconds or until the EBT indicates that an adequate amount of breath has been obtained. The BAT will show the Donor the result of the screening test. In a case in which the result of the screening test is a breath alcohol concentration of less than 0.02, the BAT shall date the form and sign the certification in Page 20 of 74 Step 3 of the form and the Donor shall date the certification and sign it in Step 4 of the form. If the Donor does not sign the certification in Step 4 of the form, it will not be considered a refusal to be tested. In this event, the BAT shall note the Donor's failure to sign or initial in the "Remarks" section of the form. If a test result printed by the EBT does not match the displayed result, the BAT shall note the discrepancy in the remark section and both the Donor and the BAT shall initial or sign the notation. In accordance with 49 CFR 40, the test is invalid and the Donor and the Director shall be so advised. No further testing is authorized. The BAT shall transmit the result of less than 0.02 to the Director in a confidential manner, which is approved by the Director. If the result of the screening test is an alcohol concentration of 0.02 or greater, a confirmation-test shall be performed as provided in 49 CFR 40. The BAT who conducted the screening test shall complete and sign the form and provide the Donor with Copy 2 of the form. H. CONFIRMATION TESTS If a BAT other than the one who conducted the screening test is conducting the confirmation test, the new BAT shall follow 49 CFR 40, Procedures for Confirmation Tests, and will initiate a new Alcohol Testing Form for the confirmation test. Refusal by the Donor to sign this certification in Step 2 will be regarded as a refusal to take the test. An individually sealed mouthpiece must be opened in view of the Donor and the BAT and attached to the EBT in accordance with the manufacturer's instructions. The BAT shall instruct the Donor to blow forcefully into the mouthpiece for at least 6 seconds or until the EBT indicates that an adequate amount of breath has been obtained. Before the confirmation test is administered, the BAT shall ensure that the EBT registers 0.00 on an air blank. If the reading is greater than 0.00, the BAT shall conduct one more air blank. If that reading is greater than 0.00, testing shall not proceed using that EBT, but the test may proceed using another EBT. Any EBT taken out of service because of failure to perform an air blank accurately must not be used for testing until a check of external calibration is conducted and the EBT is found to be within tolerance limits. The BAT shall instruct the Donor not to eat, drink, and put any object or substance in his/her mouth and, to the extent possible, not belch during a waiting period before the confirmation test. The waiting period Page 21 of 74 begins with the completion of the initial screening test, and must not be less than 15 minutes or more than 30 minutes after the completion of the initial screening test. In the event the confirmation test results and the screening test results are not the same, the confirmation test result is deemed by DOT rules to be the final result upon which any personnel action is taken. The BAT shall show the Donor the result displayed on the EBT and the test result printed on the Form. Following the completion of the test, the BAT shall date the form and sign the certification in Step 3 of the Form, and the Donor shall sign the certification and fill in Step 4 of the Form. If the Donor does not sign the certification in Step 4 of the form, it shall not be considered a refusal to be tested because the Donor signed Step 2. In this event, the BAT shall then note the Donor's failure to sign or initial in the "Remarks" section of the form. If the confirmation test result printed does not match the display on the EBT, the BAT shall note the discrepancy in the remark section, the BAT and Donor shall initial or sign the notation. In accordance with 49 CFR 40, the test is invalid and the Director and Donor shall be advised within 30 minutes of the completion of the test, if during a workday or, at the beginning of the next workday, if after hours. The BAT shall transmit all results to the Director in a confidential manner in writing, in person, by telephone or electronic means, but the BAT shall ensure immediate transmission to the Director all alcohol test results that require the City to prevent the Donor from performing a safety-sensitive function. Regardless of how the results are transmitted, the Director shall receive a copy of Forms documenting the results of the tests. I. REFUSALS TO TEST AND UNCOMPLETED TESTS Any refusal by a Donor to complete and sign the Breath Alcohol Testing Form (Step 2), to provide breath, to provide an adequate amount of breath, or otherwise to fail to cooperate with the testing process which prevents the completion of the test, must be documented by the BAT in the remarks section of the form and the Director shall be notified immediately. If a screening or confirmation test cannot be completed, or if an event occurs that would invalidate the test, the BAT shall, begin a new screening or confirmation test, as applicable, using a new breath alcohol testing form with a new sequential test number. Page 22 of 74 J. EMPLOYEES INABILITY TO PROVIDE AN ADEQUATE AMOUNT OF BREATH Whenever a Donor is unable, or alleges that he/she is unable, to provide an amount of breath sufficient to permit a valid breath test because of a medical condition, the following procedure must be used: 1 . The BAT shall instruct the Donor to attempt to provide an adequate amount of breath. If the Donor refuses to try, the BAT shall immediately inform the Director, 2. If the Donor attempts and fails to provide an adequate amount of breath, the BAT shall note it in the remarks section of the alcohol testing form and immediately inform the Director, 3. Within 5 days of being informed, the Director shall direct the Donor to obtain an evaluation from the City-designated Physician concerning the Donor's medical ability to provide an adequate amount of breath. If the City's designated Physician finds, with a high degree of probability, that the Donor has a medical condition which could have precluded the Donor from providing an adequate amount of breath, the Donor's failure to provide an adequate amount of breath will not be deemed a refusal to take a test. The City's designated physician shall provide the Director with a written statement of his/her conclusions. The City's designated physician must not include in the signed statement any detailed information of the employee's medical condition other than what is necessary to explain his/her conclusion. If the City's designated Physician cannot make such a determination, the Donor's failure to provide an adequate amount of breath will be regarded as a refusal to take a test and the City's designated Physician will provide the Director with a written statement of the basis for his/her conclusion. Upon receipt of the physician's statement, the Human Resources Director will notify the employee and take appropriate action under the City Policies. K. INVALID TESTS The City of Corpus Christi requires calibration checks immediately after and on the same date that a result of 0.02 or above is obtained on the EBT. A breath alcohol test is invalid under the following circumstances: 1 . The external calibration check of an EBT prior to testing Donor produces a result that differs by more than the tolerance stated in the Quality Page 23 of 74 Assurance Plan (QAP) from the known value of the test standard. In this event, every Donor's test result of 0.02 or above obtained on the EBT since the last valid external calibration check is invalid. 2. The BAT does not observe the minimum 15-minute waiting period between the initial screening and the confirmation test, as required by DOT regulations. 3. The BAT does not perform an air blank of the EBT before a confirmation test, or an air blank does not result in a reading of 0.00 prior to or after the administration of the test, as provided in the DOT regulations. 4. The BAT does not sign the form as required by DOT regulations. 5. The BAT has failed to note in the remarks section of the form that the Donor has failed, or refused to sign the form following the recording, or printing on, or Attachment to the form of the test result. 6. An EBT fails to print a confirmation test result. 7. On a confirmation test and, where applicable, on a screening test, the sequential test number or alcohol concentration displayed on the EBT is not the same as the sequential test number or alcohol concentration on the printed result. L. AVAILABILITY AND DISCLOSURE OF ALCOHOL TESTING INFORMATION ABOUT INDIVIDUAL EMPLOYEES A Donor subject to alcohol testing is entitled, upon written request, to obtain copies of any records pertaining to the Donor's use of alcohol, including any records pertaining to his/her alcohol tests. The Director shall promptly provide the requested records and shall not make such records subject to payment. The Director shall make records available to a subsequent employer of the Donor upon receipt of Donor's written request. Disclosure by the subsequent employer is permitted only as expressly authorized by the terms of the Donor's written request. The Director may disclose information required to be maintained under DOT alcohol testing regulations pertaining to a Donor or to the decision-maker in a lawsuit, grievance, or other proceeding initiated by, or on behalf of, the Donor and arising from the results of an alcohol test administered under the requirements of DOT regulations. This includes, but is not limited to, worker's Page 24 of 74 compensation, unemployment compensation, or other proceeding relating to a benefit sought by the Donor. The Director shall release information regarding a Donor's records as directed by the specific, written consent of the Donor authorizing release of the information to an identified person. Release of such information is permitted only in accordance with the terms of the Donor's consent. M. RECORDS RETENTION, MAINTENANCE AND DISCLOSURE OF RECORDS CONCERNING EBTs AND BATs The City and the Collector, as its agent, shall maintain the following records for five (5) years after termination or expiration of this Agreement: 1 . Records of the inspection and maintenance of each EBT used in Donor testing; 2. Documentation of the Collector's compliance with the QAP for each EBT it uses for alcohol testing under DOT regulations; 3. Records of the training and proficiency testing of each BAT used in Donor testing The City and the Collector, as its agent, shall maintain records which pertain to the calibration of each EBT used in alcohol testing under DOT regulations, including records of the results of external calibration checks for five (5) years after termination or expiration of this Agreement. Records required to be maintained must be disclosed as indicated elsewhere in this procedure. Statistical data, of alcohol testing must be separately reported annually on the results of alcohol testing which met the requirements of all other applicable parts of Title 49 of the Code of Federal Regulation, which includes but is not limited to the following informational elements: 1 . Number of DOT screening alcohol tests by type of test broken out separately by drivers and other DOT employees; 2. Number of confirmation alcohol tests indicating an alcohol concentration of 0.02 or greater but less than 0.04 by type of test broken out separately by Drivers and other DOT employees; Page 25 of 74 3. Number of confirmation alcohol tests indicating an alcohol concentration of 0.04 or greater by type of test broken out separately by Drivers and other DOT employees; 4. Number of Donors who refused to submit to a DOT alcohol test broken out separately by Drivers and other DOT employees. One copy of each collection form completed for DOT alcohol and drug testing must be forwarded to the Director within one workday of the day tested. Page 26 of 74 SCOPE OF WORK ATTACHMENT II CITY-WIDE NON-DOT SPECIMEN COLLECTION PROCEDURES FOR CITY-WIDE DRUG TESTING All defined terms used in the Drug and Alcohol Testing services Agreement apply to this Attachment II. Additional terms are defined herein. Each Collector and BAT is the Contractor/Service Provider's Agent. Contractor/Service Provider must provide a specimen collector (Collector) and collection facility (Facility) that complies with accessibility requirements of Title III of The Americans With Disabilities Act (ADA) that must be available, upon pager notification, 24-hours a day, 7 days a week including weekends and holidays for drug and alcohol testing of Donors with specimen collection to be performed by qualified Contractor/Service Provider's Agent at a designated City Facility, or Contractor/Service Provider's Facility, or as otherwise specified to the Collector in writing by the Director. The Collector will follow this procedure for each individual specimen collection for non-DOT drug testing performed for the City of Corpus Christi (City). It is the intent of the City that the collection procedures for all drug testing of Donors be consistent with and of the same level of precision required for the federally approved procedures for workplace drug testing programs as embodied by, Section 49 CFR 40, except that a SAP 10 (Substance Abuse Panel) split specimen will be used and breath alcohol tests may be performed upon request. If problems arise during a specific collection, Collector must ask the Donor to wait while the City's Director is contacted for a decision. The Collector is responsible for maintaining the integrity of specimen collection and transfer process and for carefully ensuring the modesty and privacy of each Donor. The Collector must avoid any conduct or remarks, which could be construed as accusatorial or otherwise offensive or inappropriate. Strict Custody and Control procedures must be followed from pre-collection through shipment to the laboratory. Each Collector shall have successfully completed training to carry out this function, or shall be a licensed medical professional or licensed technician, who is provided instructions for collection in compliance with this procedure which is patterned after the federal DOT program. Attachment II may be revised as required to incorporate revisions to City Policies, which impact this procedure. Page 27 of 74 A. REQUIREMENTS OF COLLECTION FACILITY 1 . The Facility must contain an enclosure within which private urination can occur, a toilet for completion of urination, a suitable clean surface for writing, and a source of water for washing hands. The Facility must allow for the Collector to wait outside the restroom door to monitor, not observe the collection. 2. The Collector actually monitoring the collection of a urine specimen must, in all cases, be of the same gender as the Donor providing the specimen. If using a public restroom, the Collector is to remain in the restroom, but outside the stall, until the specimen is collected and must be of the same sex as the Donor providing the specimen. 3. If the Facility cannot be dedicated solely to drug testing, the portion used for testing must be secured during drug testing by ensuring other persons are not present, ensuring that there is no undetected access through any other doors, and posting signs restricting access to authorized personnel during the entire collection process. 4. The Facility must be clean, well-lit and secured as defined in this procedure. 5. The Facility must have all required materials, personnel and supervision required to provide valid Custody and Control procedures and to have available one male and one female Collector for monitoring collections. Forms used for the collection process must be comparable with Custody and Control requirements of the Department of Transportation as embodied in 49 CFR 40, as they may be amended, for Donors tested under DOT regulations for a 5 Panel. B. DIRECT OBSERVATION: All specimens collected which are suspected of adulteration, must be forwarded to the laboratory for testing with the Collector documenting his/her observations on the Chain-of-Custody Form (CCF). Direct observation of a second specimen collection by a Collector of the same gender may be authorized by the Director for covered Non-DOT Donors when the following conditions exist: 1 . When the temperature (which must be taken within a maximum of 4- minutes) falls outside a temperature range of 90.5- 99.8 degrees Fahrenheit, or 32.5-37.7 degrees Centigrade. Page 28 of 74 2. If the Specimen has a specific gravity of less than 1 .003 and a creatinine concentration below .2g/L. 3. If the Collector suspects that the specimen has been tampered with in any way, another specimen must be obtained before the Donor is allowed to leave. The Director must be informed within thirty (30) minutes of the refusal if during the normal workday, or at the beginning of the next work day if after hours, during weekends or holidays if the donor refuses to give another specimen. 4. If the Donor is providing a specimen based on a previous positive drug screen done under City Policy and is now submitting a specimen for follow- up or return-to-work testing. C. FAILURE OF DONOR TO REPORT FOR DRUG TESTING AS SCHEDULED If the Donor does not report at the assigned time for drug testing, the Collector will contact the Director within 30 minutes if during a workday or at the beginning of the next workday if after hours to obtain guidance on the action to be taken. D. COLLECTION PROCEDURES PREPARATION OF THE COLLECTION FACILITY PRIOR TO THE PRESENCE OF THE DONOR MUST INCLUDE: ADDING BLUING AGENTS IN TOILET TANKS AND BOWLS SO THAT THE WATER REMAINS BLUE; TAPING OFF OTHER SOURCES OF WATER, OR IF THE COLLECTION IS TAKING PLACE IN A RESTROOM WITH ONE OR MORE STALLS, THE COLLECTOR (OF SAME SEX OF DONOR) WILL MONITOR TO ENSURE SUCH WATER SOURCE IS NOT USED FOR DILUTING THE SPECIMEN. E. SPECIMEN COLLECTION PROCEDURE THE CITY OF CORPUS CHRISTI HAS ELECTED TO USE A "SPLIT SAMPLE" METHOD OF COLLECTION FOR ALL DRUG TESTS CONDUCTED FOR COVERED NON-DOT CITY EMPLOYEES. The use of the word specimen in this procedure is defined as split specimen unless otherwise designated. The following procedure is to be followed in each split specimen collection: 1 . Positively identify the Donor as the person selected for testing. Ask Donor for a photo I.D. which can be an identification badge with photo, Driver's License with photo, or if no photo identification is available, positive identification by a City official. If identification cannot be established, the Collector shall not proceed with the collection. Page 29 of 74 2. Explain the collection procedure to the Donor. Confirm that the drug test is to be a substance Abuse 10 Panel (SAP 10) test (as defined in Attachment V), and check on the CCF for the type of test, e.g. pre-employment, random, etc. as authorized by City Policy. 3. The Donor must NOT be required to provide a list of any prescription or over- the-counter drugs, but may do so for his/her own information as a "memory jogger" for his/her own use only. 4. The Donor must remove any unnecessary outer garments, such as a coat, jacket, hat, etc. which could be used to tamper with or adulterate the Donor's urine specimen. The Collector shall ensure that all personal belongings, such as a purse or briefcase, remain with the outer garments. The Donor may retain his/her wallet. If the Donor requests it, the Collector shall provide the Donor with a receipt for any personal belongings. 5. The Donor is to wash hands prior to urination in view of Collector prior to the collection, and is to remain in the presence of the Collector without access to any water fountain, faucet, soap dispenser, cleaning agent or any other materials, which could be used to adulterate the Specimen. 6. The Donor may provide his/her Specimen in the privacy of a stall or otherwise partitioned area that allows for individual privacy. The Collector shall provide the collection container for this purpose which is suitable for the gender of the Donor. 7. The Specimen collection kit is to be opened in front of the Donor by the Collector. The Donor shall urinate into a collection container or a specimen bottle capable of holding at least 60 milliliters. If a collection container is used, the Collector in the presence of the Donor, shall pour the urine into two specimen bottles. Thirty-(30) ml shall be poured into one bottle, to be used as the Primary Specimen. At least 15 milliliters shall be poured into the other bottle, to be used as the Split Specimen. If a single specimen bottle is used as a collection container, the Collector shall pour 30 milliliter of urine from the specimen bottle into a second specimen bottle to be used as the Primary Specimen and retain the remainder of at least 15 milliliters in the collection bottle to be used as the Split Specimen. Both bottles shall be shipped in a single shipping container, together with copies 1, 2 and the split specimen copy of the CCF, to the laboratory. 8. The Collector shall note any unusual behavior by the Donor or unusual appearance of the urine on the CCF, e.g. color, odor, and temperature. 9. Upon collecting the Specimen, the Collector will determine if the container contains at least 60 milliliters of urine, the Collector shall direct the Donor to drink fluids and after a reasonable period of time, attempt to provide a Page 30 of 74 Specimen using a fresh specimen bottle and collection kit. The original collection Specimen is to be discarded. If the Donor is still unable to give a 45-milliliter Specimen, the following rules apply: • In the case of a post-accident or reasonable cause (as defined by DOT regulations) or post-accident or reasonable suspicion (as defined by applicable City policies), the Donor shall remain at the Facility and continue to consume reasonable quantities of fluids until the Specimen has been provided, or until the expiration of a period of up to 8 hours from the beginning of the collection procedure. • In the case of pre-employment test, random test, periodic test or other test not for cause as defined by City Policy, the City's Director shall be notified when the Donor is unable to provide 45 milliliters of urine after several hours, and the Director shall elect either to follow item (1 ) above or to discontinue the collection and conduct a subsequent collection at a later time. • If the Donor cannot provide a complete Specimen within the up-to-8- hour period or at the subsequent collection, as applicable, then the Contractor/Service Provider's MRO shall refer the Donor for a medical evaluation to develop pertinent information concerning whether the Donor's inability to provide a Specimen is genuine or constitutes a refusal to provide a Specimen. The MRO shall report his/her conclusions to the Human Resources Director. 10. After the specimen has been approved and submitted to the Collector, and in the presence of the Donor, the Collector shall measure the temperature of the Specimen within a maximum time of 4 minutes from the time of urination, and inspect the Specimen to determine if its color and look indicates any signs of contaminants. Any unusual findings must be noted on the CCF. A specimen temperature outside the range of 32.5-37.7 degrees Centigrade or 90.5-99.8 degrees Fahrenheit constitutes a reason to believe that the Donor has altered or substituted the Specimen. In such cases, the Donor supplying the Specimen may volunteer to have his or her oral temperature taken to provide evidence to counter the reason to believe the Donor may have altered or substituted the Specimen. All specimens suspected of being adulterated must be forwarded to the laboratory for testing. 1 1 .Immediately after the Specimen has been provided and submitted to the Collector, and in the presence of the Donor, the Collector shall measure the temperature of the Specimen within a maximum time of 4 minutes from Page 31 of 74 the time of urination, and inspect the Specimen to determine if its color and look indicates any signs of contaminants. Any unusual findings must be noted on the CCF. 12.Whenever there is reason is reason to believe that a particular Donor has altered or substituted the Specimen, proceed as required in Section B, entitled "Direct Observation". 13.Both the Donor and the Collector shall keep in view at all times prior to the Specimen being sealed with a tamper proof seal and labeled. Both parties are to remain in the presence of the Specimen while the Collector places an identification label which contains the date, the Donor's Specimen number and any other identifying information provided. 14.In the presence of both parties, the Donor shall initial the identification label on the Specimen bottle for the purpose of certifying that it is the Specimen collected from him/her. 15.The Collector shall enter on the CCF all information identifying the Specimen. The Collector shall sign the CCF certifying that the collection was accomplished according to the applicable City requirements. 16.The Donor tested will be asked to read and sign a statement on the Chain- of-Custody form certifying that the Specimen identified as having been collected from him/her is in fact the Specimen he/she provided. 17.The Donor tested will be asked to sign the Chain-of-Custody Form, which authorizes the collection of the Specimen, analysis of the Specimen for designated controlled substances, and release of the results to the Director. 18.The Collector shall complete the custody-and-control portion of the CCF to indicate receipt of the Specimen from the Donor and shall certify proper completion of the collection. The Donor may now leave. 19.The urine Specimen and Chain-of-Custody Form are now ready for shipment. If the Specimen is not immediately prepared for shipment, the Collector shall ensure that it is appropriately safeguarded during temporary storage. 20.When any part of the chain-of-custody procedures are being performed, it is essential that the CCF be under the control of the involved Collector. If the involved Collector leaves his/her workstation momentarily, the Collector shall take the Specimen and Chain-of-Custody Form with him/her, or shall secure them. After the Collector returns to the workstation, the custody process will continue. If the Collector is leaving for an Page 32 of 74 extended period of time, he/she will package the Specimen for mailing before leaving the Facility. 21 .The Collector shall not leave the Facility in the interval between presentation of the Specimen by the Donor and securing the Specimen. The Specimen is secured by placing an identifying label on it, which contains the Donor's Specimen identification number (as shown on the CCF), attaching the tamper-proof seal, and obtaining the Donor's initials on the seal. If it becomes necessary for the Collector to leave the Facility during this interval, the collection shall be nullified and, upon direction of the Director, a new collection begun. F. TRANSPORTATION TO LABORATORY The Collector shall arrange to ship the Split Specimen to the drug-testing laboratory. The Split Specimen must be placed in a shipping container designed to minimize the possibility of damage during shipment together with copies 1 and 2 of the Custody and Control of the CCF. The shipping container must be securely sealed to eliminate the possibility of undetected tampering. On the tape sealing the shipping container, the Collector shall ensure that the custody-and-control documentation is attached or enclosed in each container sealed for shipment to the drug-testing laboratory. G. FAILURE OF DONOR TO COOPERATE If the Donor refuses to cooperate with the collection process, the Collector shall so inform the Director within 30 minutes of a workday or at the beginning of the next work day if after hours and shall document the non-cooperative behaviors on the CCF. H. DONORS REQUIRING MEDICAL ATTENTION If the Specimen is being collected from a Donor in need of medical attention (e.g. as part of a post-accident test given in a clinic or emergency medical facility), necessary medical attention must NOT be delayed in order to collect a Specimen. I. USE OF CHAIN-OF-CUSTODY FORMS A CCF must be used for maintaining control and accountability of each Specimen from the point of collection to final disposition of the Specimen. The date and purpose must be documented on the CCF each time a Specimen is handled or transferred and every person in the chain must be identified in writing on the CCF. Every effort must be made to minimize the number of persons handling Specimens. Page 33 of 74 J. ALCOHOL TESTING OF NON-DOT EMPLOYEES As directed by the Director, alcohol testing using evidentiary testing devices (EBTs) may be required for non-DOT applicants and employees and, if used, will follow comparable alcohol testing guidelines required for DOT covered applicants and employees except that a non-DOT EBT testing procedure, separate non-DOT requirements for statistical reporting, and a non-DOT Breath Alcohol Testing Form will be required. K. RECORD MAINTENANCE Records related to services provided under the Agreement must be maintained for five (5) years after termination or expiration of this Agreement. Page 34 of 74 SCOPE OF WORK ATTACHMENT III Fire Department COLLECTION PROCEDURES FOR DRUG AND ALCOHOL TESTING All defined terms used in the Drug and Alcohol Testing Services Agreement apply to this Attachment. Additional terms are defined herein. Each Collector is the Contractor/Service Provider's Agent. Contractor/Service Provider must provide a Specimen Collector (Collector) and Collection Facility (Facility) which complies with accessibility requirements of Title III of The Americans with Disabilities Act (ADA) that must be available, upon pager notification, 24-hours a day, 7 days a week including weekends and holidays for drug and alcohol testing of Fire Department employees and applicants (collectively Donors) with specimen collection to be performed by qualified Contractor/Service Provider's Agent at designated City Facility(ies) or as otherwise specified to the Contractor/Service Provider in writing by the Fire Chief. The Collector will follow this procedure for each individual specimen collection for non-DOT drug testing performed for the Fire Department (Department). It is the intent of the Department that the collection procedure for all drug testing of Donors be consistent with and of the same level of precision required for the federally approved procedures for workplace drug testing programs, as contained in Section 49 CFR 40, except that a SAP 10 (Substance Abuse Panel) split specimen will be used and breath alcohol tests may be performed upon request. If problems arise during a specific collection, Collector must ask the Donor to wait while the Fire Chief, or designee, is contacted for a decision. If Donor refuses to wait, the Fire Chief must be notified immediately. The Collector is responsible for maintaining the integrity of the specimen collection and the transfer process and for carefully ensuring the modesty and privacy of each Donor. The Collector must avoid any conduct or remarks which could be construed as accusatorial or otherwise offensive or inappropriate. Strict custody-and-control procedures must be followed from pre-collection through shipment to the laboratory. Each Collector shall have successfully completed training to carry out this function, or shall be a licensed medical professional or licensed technician, who is provided instructions for collection in compliance with this procedure which is patterned after the federal DOT program. Attachment III may be revised as required to incorporate revisions to Fire Department polices which impact this procedure. If revisions are made, the new Attachment III becomes effective upon the Fire Chief filing it with the City Secretary and giving notice to Collector. Page 35 of 74 A. REQUIREMENTS OF COLLECTION FACILITY 1. Random drug testing (urine specimen) will be done on-site. On-site refers to any Fire Station or any other Fire Department facility such as the Fire Department Training Facility or Headquarters Office. 2. Pre-employment testing, periodic testing, post-accident or reasonable suspicion shall be performed as provided in the Fire Department's Alcohol and Drug Policy at the Collector's Facility. 3. The Facility must contain an enclosure within which private urination can occur, a toilet for completion of urination, a suitable clean surface for writing, and a source of water for washing hands. The Facility must allow for the Collector to wait outside the restroom door to monitor, not observe the collection. 4. The Collector actually monitoring the collection of a urine specimen must, in all cases, be of the same gender as the Donor providing the specimen. If using a public restroom, the Collector is to remain in the restroom, but outside the stall, until the specimen is collected and must be of the same sex as the Donor providing the specimen. 5. If the Facility cannot be dedicated solely to drug testing, the portion used for testing must be secured during drug testing by insuring that other persons are not present, ensuring that there is no undetected access through any other doors, and posting signs restricting access to authorized personnel during the entire collection process. 6. The Facility must be clean, well lit and secure as defined herein. 7. The Facility must have all required materials, personnel and supervision required to provide valid custody-and-control procedures and to have available one male and one female Collector necessary for monitoring collections. Forms used for the collection process must be comparable with custody-and-control requirements of the Department of Transportation, as set forth in Title 49 of the Code of Federal Regulations, for Donors tested under DOT regulations. 8. The Fire Department shall be responsible for meeting collection Facility requirements in A., 3., 5., and 6. of this Attachment for on-site random drug testing. Page 36 of 74 B. DIRECT OBSERVATION: All specimens collected which are suspected of adulteration must be forwarded to the laboratory for testing with the Collector documenting on the Chain-of-Custody Form (CCF) his/her observations. Direct observation of a second specimen collection by a Collector of the same gender may be authorized by the Fire Chief for Donors for drug testing when the following conditions exist: 1 . When the temperature (which must be taken within a maximum of 4 minutes) falls outside a temperature range of 90.5 to 99.8 degrees Fahrenheit, or 32.5-37.7 degrees Centigrade. 2. If the specimen has a specific gravity of less than 1 .003 and a creatinine Concentration below .2g/L. 3. If the Collector suspects that the specimen has been tampered with in any way, another specimen must be obtained before the Donor is allowed to leave. The Fire Chief must be informed within thirty (30) minutes of the refusal if during the normal workday, or at the beginning of the next workday if after hours, during weekends, or holidays if the Donor refuses to give another specimen, or 4. If the Donor is providing a specimen based on a previous positive drug screen done under Fire Department Policy and is now submitting a specimen for follow-up or return-to-work testing. C. FAILURE OF DONOR TO REPORT FOR DRUG TESTING AS SCHEDULED If the Donor does not report at the assigned time for drug testing, the Collector will contact the Fire Chief within thirty (30) minutes if during a work day or at the beginning of the next work day if after hours, to obtain guidance on the action to be taken. D. COLLECTION PROCEDURES PREPARATION OF THE COLLECTION FACILITY PRIOR TO THE PRESENCE OF THE DONOR MUST INCLUDE: ADDING BLUING AGENTS IN TOILET TANKS AND BOWLS SO THAT THE WATER REMAINS BLUE, TAPING OFF OTHER SOURCES OF WATER, OR IF THE COLLECTION IS TAKING PLACE 1 N A RESTROOM WITH ONE OR MORE STALLS, THE COLLECTOR (OF SAME SEX OF DONOR) WILL MONITOR TO ENSURE SUCH WATER SOURCE IS NOT USED FOR DILUTI NG THE SPECIMEN. Page 37 of 74 E. SPECIMEN COLLECTION PROCEDURE THE FIRE DEPARTMENT HAS ELECTED TO USE A "SPLIT SAMPLE" METHOD OF COLLECTION FOR ALL DRUG TESTS CONDUCTED FOR FIRE DEPARTMENT EMPLOYEES COVERED BY THE FIRE DEPARTMENT'S ALCOHOL AND DRUG POLICY. The use of the word "specimen" in this procedure is deemed as split specimen unless otherwise designated. The following procedure is to be followed in each split specimen collection: 1 . Positively identify the Donor as the person selected for testing. Ask Donor for photo I.D. which can be an employee's photo identification, driver's license with photo, or if no photo identification is available, positive identification by a Fire Department official. If identification cannot be established, the Collector shall not proceed with the collection. 2. Explain the collection procedure to the Donor. Confirm that the drug test is to be a Substance Abuse 10 Panel (SAP 10) test and check on the CCF for the type of test, e.g. pre-employment, random, etc. as authorized by the Department. 3. The Donor must NOT be required to provide a list of any prescription or over- the-counter drugs but may do so for his/her own information as a "memory jogger" for his/her own use only. 4. The Donor must remove any unnecessary outer garments, such as a coat, jacket, hat etc. which could be used to tamper with or adulterate the Donor's urine specimen. The Collector shall ensure that all personal belongings, such as a purse or briefcase, remain with the outer garments. The Donor may retain his/her wallet. If the Donor requests it, the Collector shall provide the Donor with a receipt for any personal belongings. 5. Donor must wash hands prior to urination in view of Collector prior to the collection, and is to remain in the presence of the Collector without access to any water fountain, faucet, soap dispenser, cleaning agent or any other materials which could be used to adulterate the Specimen. 6. The Donor may provide his/her Specimen in the privacy of a stall or otherwise partitioned area that allows for individual privacy. The Collector shall provide the collection container for this purpose which is suitable for the gender of the Donor. 7. The Specimen Collection kit is to be opened in front of the Donor by the Collector. The Donor shall urinate into a collection container or a specimen bottle capable of holding at least 60 milliliters. If a collection container is Page 38 of 74 used, the Collector, in the presence of the Donor, shall pour the urine into two specimen bottles. Thirty (30) ml shall be poured into one bottle, to be used as the Primary Specimen. At least fifteen (15) milliliters shall be poured into the other bottle, to be used as the Split Specimen. If a single specimen bottle is used as a collection container, the Collector shall pour thirty (30) milliliters of urine from the specimen bottle into a second specimen bottle to be used as the Primary Specimen and retain the remainder of at least fifteen (15) milliliters in the collection bottle to be used as the Split Specimen. Both bottles shall be shipped in a single shipping container, together with copies 1, and 2 of the CCF, to the laboratory. 8. The Collector shall note any unusual behavior by the Donor or unusual appearance of the urine on the CCF, e.g. color, odor, and temperature. 9. Upon collecting the Specimen, the Collector will determine if the container contains at least forty-five (45) milliliters of urine. If the Donor is unable to provide forty-five (45) milliliters of urine, the Collector shall direct the Donor to drink fluids and, after a reasonable period of time, attempt to provide a Specimen using a fresh specimen bottle and collection kit. The original collection Specimen is to be discarded. If the Donor is still unable to give a 45 milliliter Specimen, the following rules will apply: (a) In the case of random testing (at a Fire Department Facility) the unsuccessful Donor or Donors shall be allocated an additional fifteen (15) minutes after the last successful Donor. If Donor(s) are not able to submit the required amount of specimen, Donor(s) shall be transported by fire personnel to the Collectors Facility in order to continue attempting to provide specimen. The Donor(s) shall continue to consume reasonable quantities of fluids until the Specimen has been provided, or until the expiration of a period of up to 8 hours from the beginning of the collection procedure. (b) In the case of a post-accident or reasonable suspicion (as defined by the Fire Department's Alcohol and Drug Policy), the Donor must remain at the Collector's Facility and continue to consume reasonable quantities of fluids until the Specimen has been provided, or until the expiration of a period of up to eight (8) hours from the beginning of the collection procedure. (c) In the case of a pre-employment test, random test, periodic test or other test not for cause as defined by the Fire Department Policy, the Fire Chief shall be notified when the Donor is unable to provide forty- five (45) milliliters of urine after several hours, The Fire Chief shall elect Page 39 of 74 either to follow item (1 ) above or to discontinue the collection and conduct a subsequent collection at a later time. (d) If the Donor cannot provide a complete Specimen within the 8-hour period or at the subsequent collection, as applicable, then the Contractor/Service Provider's MRO shall refer the Donor for a medical evaluation to develop pertinent information concerning whether the Donor's inability to provide a Specimen is genuine or constitutes a refusal to provide Specimen. The MRO shall report his/her conclusions to the Fire Chief. 1 O.After the Specimen has been provided and submitted to the Collector, the Donor will be allowed to wash his/her hands. At this point, sink faucets may be untapped and the commode flushed. With the Specimen in the presence of both the Donor and Collector, they may then proceed to another appropriate area to continue this procedure. 1 1 .Immediately after the Specimen has been provided and submitted to the Collector, and in the presence of the Donor, the Collector shall measure the temperature of the Specimen within a maximum time of four (4) minutes from the time of urination, and inspect the Specimen to determine if its color and look indicates any signs of contaminants. Any unusual finding must be noted on the CCF. A specimen temperature outside the range of 32.5-37.7 degrees Centigrade or 90.5-99.8 degrees Fahrenheit constitutes a reason to believe that the Donor has altered or substituted the Specimen. In such cases, the Donor supplying the Specimen may volunteer to have his or her oral temperature taken to provide evidence to counter the suspicion to believe the Donor may have altered or substituted the Specimen. All specimens suspected of being adulterated must be forwarded to the laboratory for testing. 12.Whenever there is reason to believe that a particular Donor has altered or substituted the Specimen, proceed as required in Section B, entitled "Direct Observation". With the Fire Chief's approval, a second Specimen shall be obtained as soon as possible under the direct observation of a same gender Collector. 13.Both the Donor and the Collector shall keep the Specimen in view at all times prior to the Specimen being sealed with a tamper proof seal and labeled. Both parties are to remain in the presence of the Specimen while the Collector places an identification label which contains the date, the Donor's Specimen number, and any other identifying information provided. Page 40 of 74 14.In the presence of both parties, the Donor shall initial the identification label on the Specimen bottle for the purpose of certifying that it is the Specimen collected from him/her. 15.The Collector shall enter on the CCF all information identifying the Specimen. The Collector shall sign the CCF certifying that the collection was accomplished according to the applicable Department requirements. 16.The Donor tested shall be asked to read and sign a statement on the CCF certifying that the Specimen identified as having been collected from his/her is in fact the Specimen he/she provided. 17.The Donor tested is to sign the CCF which authorizes the collection of the Specimen, analysis of the Specimen for designated controlled substances, and release of the results to the Fire Chief, or designee. 18.The Collector shall complete the Control-and-Custody portion of the CCF to indicate receipt of the Specimen from the Donor and shall certify proper completion of the collection. The Donor may now leave. 19.The urine Specimen and CCF are now ready for shipment. If the Specimen is not immediately prepared for shipment, the Collector shall ensure that it is appropriately safeguarded during temporary storage. 20.While any part of the custody-and-control procedures is being performed, it is essential that the custody-and-control be under the monitored of the involved Collector. If the involved Collector leaves his/her work station momentarily, the Collector shall take the Specimen and CCF with him/her, or shall secure them. After the Collector returns to the work station, the custody process will continue. If the Collector is leaving for an extended period of time, he/she will package the Specimen for mailing before leaving the Facility. 21 .The Collector shall not leave the Facility in the interval between presentation of the Specimen by the Donor and securing the Specimen. The Specimen is secured by placing an identifying label on it which contains the Donor's Specimen identification number (as shown on the CCF), attaching the tamper-proof seal, and obtaining the Donor's initials on the seal. If it becomes necessary for the Collector to leave the Facility during this interval, the collection shall be nullified and, upon direction of the Fire Chief a new collection begun. F. TRANSPORTATION TO LABORATORY The Collector shall arrange to ship the Split Specimen to a laboratory certified by the Substance Abuse and Mental Health Services Administration Page 41 of 74 (S.A.M.H.S.A.) and accredited by the College of American Pathologists - Forensic Drug Testing program. The Split Specimen must be placed in a shipping container designed to minimize the possibility of damage during shipment. The shipping container must be securely sealed to eliminate the possibility of undetected tampering during transportation. On the tape sealing the shipping container, the Collector shall ensure that the CCF is attached or enclosed in each container sealed for shipment to the testing laboratory. G. FAILURE OF DONOR TO COOPERATE If the Donor refuses to cooperate with the collection process, the Collector shall inform the Fire Chief within thirty (30) minutes if a work day or at the beginning of the next day, if after hours, and shall document the non- cooperative behaviors on the CCF. H. DONORS REQUIRING MEDICAL ATTENTION If the Specimen is being collected from a Donor in need of medical attention (e.g. as part of a post-accident test given in a clinic or emergency medical facility), necessary medical attention must NOT be delayed in order to collect a Specimen. I. USE OF CHAIN-OF-CUSTODY FORM (CCF) A CCF must be used for maintaining control and accountability of each Specimen from the point of collection to final disposition of the Specimen. The date and purpose must be documented on the CCF each time a Specimen is handled or transferred and every person in the chain must be identified in writing on the CCF. Every effort must be made to minimize the number of persons handling Specimens. J. ALCOHOL TESTING OF EMPLOYEES UNDER THE FIRE DEPARTMENT'S ALCOHOL AND DRUG POLICY 1 . Breath samples must be taken only by qualified medical personnel. Qualified medical personnel means: a physician, physician's assistant, nurse, emergency medical technician, or other person authorized under State or Federal law. 2. The same CCF used for Drug testing under this Agreement must be used for breath alcohol testing under this Policy, except that under "type of test", "other" is selected and breath alcohol" is written on the form next to "other." This CCF must be used for each Breath Sample from the time of collection through the authorized disposition of the specimen. Page 42 of 74 3. The Samples are taken using certified Breath Alcohol Testing Protocol that shall be consistent with that set forth in Title 49 of the Code of Federal Regulation, including but not limited to the following steps: (a) The Collector shall use an Evidential Breath Testing Device (EBT), which is a device approved by NHTSA for the evidential testing of breath at the .02 and .04 alcohol concentrations, placed on NHTSA's Conforming Products List (CPL) for "Evidential Breath Measurement Devices" and identified on the CPL as conforming with the model specifications available from NHTSA's Traffic Safety Program. (b) If the employee is going to take a drug test as well, the alcohol breath test should be completed before the urine collection, process begins. The employee should sign off that Alcohol Testing Form (ATF) prior to beginning of the initial test. (c) An individually wrapped and sealed mouthpiece shall be opened for the testing and in view of the employee, in accordance with the manufacturer's instructions. (d) An employee shall blow steadily and forcefully into the mouthpiece for at least 6 seconds or until an adequate amount of breath has been obtained. (e) The employee shall be shown the displayed result. (f) The results shall be printed and or recorded on the ATF. (g) If the result is in concentration of less than 0.02, then the ATF shall be signed and dated. (h) If the Donor's results are 0.02 or greater, there is a fifteen (15) minute waiting period for a confirmation test. After the second confirmation test, the test results are printed on the same form and the employee signs step IV of the form. (i) Employee is to sign the ATF, step IV if the concentration test is 0.02 or higher. (j) Once the procedures are being performed, the collector does not leave the work station until the test is completed. (k) The Breath Sample Results are released to the Fire Chief, or designee. Page 43 of 74 K. RECORDS PROCEDURES 1 . Requests for employment verification or references for an individual terminated under Fire Department policy must be forwarded to the City of Corpus Christi Human Resources Department for response. For Texas Employment Commission hearing on granting unemployment insurance, the Fire Chief must cite a rules violation as the reason for termination and will supply a copy of the letter of termination which states specific reasons. Where there is doubt about the release of information, the City's Legal Department will be consulted for guidance. 2. Records related to services provided under this Agreement must be maintained for five (5) years after termination or expiration of this Agreement. 3. A Donor subject to drug and alcohol testing is entitled, upon his/her written request, to obtain copies of any records pertaining to the Donor's use of drug and alcohol, including any records pertaining to his/her drug and alcohol tests. The Fire Chief, or designee, must promptly provide the requested records and must not make such records subject to payment. The Fire Chief, or designee, must release information regarding a Donor's records as directed by the specific, written consent of the Donor authorizing release of the information to a person identified by the Donor. Release of such information is permitted only in accordance with the terms of the Donor's consent. L. STATISTICAL DATA REPORTING The Collector must provide to the Fire Chief a monthly statistical data report maintained annually on a calendar year basis, which summarizes the results of drug and alcohol testing and must include the following informational elements: 1 . Number of drug tests performed monthly and cumulative. 2. Number of alcohol tests performed monthly and cumulative. 3. Number of confirmed positive drug tests monthly and cumulative subdivided by drug type. 4. Number of confirmed positive alcohol tests monthly and cumulative. Page 44 of 74 SCOPE OF WORK ATTACHMENT IV POLICE DEPARTMENT PROTOCOL FOR DRUG TESTING A Specimen Collector (Collector) and Collection Facility (Facility) which complies with accessibility requirements of Title III of The Americans With Disabilities Act (ADA) must be available, upon pager notification, 24-hours a day, 7 days a week including weekends and holidays for alcohol and drug testing of City of Corpus Christi Police Department employees and applicants (collectively "Donors"). Specimen collection shall be performed by the qualified Contractor/Service Provider's staff at the Contractor/Service Provider's Facility, City Facility or as otherwise specified to the Contractor/Service Provider in writing by the Chief of Police, or designee. The Contractor/Service Provider (as defined in the Drug Testing Services Agreement) must conduct background investigations on laboratory and collection personnel involved in the collection of samples or handling of unsealed samples collected from a City of Corpus Christi Police Officer. The Contractor/Service Provider must not use employees to perform services under this Agreement who have been arrested by members of the City of Corpus Christi Police Department and/or who have been convicted of a felony or misdemeanor crime involving dishonest conduct or the possession of illegal drugs. Drug testing under this Agreement includes: pre-employment, assignment, reasonable suspicion, physical examination for return to duty, post-accident, post- firearm discharge, and random testing as defined in the Police Department's Alcohol and Drug Testing Policy. Protocols and procedures must follow the requirements of S.A.M.S.H.A. and C.A.P. All laboratories must be certified by S.A.M.S.H.A. and accredited by C.A.P. If problems arise during a specific collection, the Donor must be asked to wait while the Chief of Police, or designee, is contacted for a decision on the situation. If Donor refuses to wait, the Chief of Police must be notified at the beginning of the next workday if after hours and within 30 minutes if during the normal workday. I. DRUG TESTING PROCEDURES: A. REQUIREMENTS OF THE COLLECTION SITE FOR DRUG TESTING: 1 . The Facility must contain an enclosure within which private urination can occur, a toilet for completion of urination, a suitable clean surface for writing, and a source of water for washing hands. The Facility must allow for the Collector to wait outside the enclosure to monitor, not observe the collection. 2. The Collector actually monitoring the collection of a urine specimen must, in all cases, be of the same gender as the Donor providing the specimen. Page 45 of 74 If using a public restroom, the Collector is to remain in the restroom, but outside the stall, until the specimen is collected and must be of the same sex as the Donor providing the specimen. 3. If the Facility cannot be dedicated solely to drug testing, the portion used for testing must be secured during drug testing by ensuring other persons are not present, ensuring that there is no undetected access through any rear doors, and posting signs restricting access to authorized personnel during the entire collection process. 4. The Facility must be clean, well-lighted and secured as defined herein. 5. The Facility must have all materials, personnel, and supervision required to provide valid Chain-of-Custody procedures and to have available one male and one female Collector necessary for monitoring collections. 6. The Facility must provide sufficient lockers for Police Officers being drug tested to store their weapon, holster belt, radios, etc. The Police Officer is to be given the lock and key. The Police Officer will secure the lock and retain the key throughout the specimen collection process. B. FAILURE OF DONOR TO REPORT FOR DRUG TESTING AS SCHEDULED If the Donor does not report at the assigned time for drug testing, the Collector must contact the Chief of Police, or designee, within thirty (30) minutes if during workday, or at beginning of next workday if after hours, to obtain guidance on the action to be taken. C. COLLECTION PROCEDURES PREPARATION OF THE COLLECTION SITE PRIOR TO THE PRESENCE OF THE DONOR MUST INCLUDE: ADDING BLUING AGENTS IN TOILET TANKS AND BOWLS SO THAT THE WATER REMAINS BLUE; TAPING OFF OTHER SOURCES OF WATER, OR IF THE COLLECTION IS TAKING PLACE IN A RESTROOM WITH ONE OR MORE STALLS, THE COLLECTOR (OF SAME SEX OF DONOR) WILL MONITOR TO ENSURE SUCH WATER SOURCE IS NOT USED FOR DILUTING THE SPECIMEN. D. SPECIMEN COLLECTION PROCEDURE A "SPLIT SAMPLE" SPECIMEN COLLECTION FOR ALL DRUG TESTS CONDUCTED WILL BE USED. The use of the word "specimen" in this procedure is defined as split specimen unless otherwise designated. The following procedure is to be followed in each split specimen collection: Page 46 of 74 1 . Collector must positively identify the Donor as the person selected for testing. Ask Donor for a photo I.D. which can be an identification badge with photo, Driver's License with photo, or if no photo identification is available, positive identification by a City official. If identification cannot be established, the Collector must not proceed with the collection. 2. Collector must explain the collection procedure to the Donor. A ten (10) panel drug test must be required as set out in the Police Department's Alcohol and Drug Policy to include: Amphetamines, Barbiturates, Benzodiazepines, Cocaine Metabolites, Marijuana Metabolites, Methadone, Methaqualone, Opiate Metabolites, Phencyclidine, and Propoxyphene, and must be collected using the specific CCF form which has been approved by the Chief of Police, or designee. A Targeted Anabolic Steroid Profile must also be required as set out in the Police Department's Alcohol and Drug Policy and must be collected using the specific CCF form which is approved by the Chief of Police, or designee. 3. The Donor is NOT required to provide a list of any prescription or over-the-counter drugs. 4. The Donor will remove any unnecessary outer garments, such as a coat, jacket. hat, weapon, holster belt, radios, etc. which could be used to tamper with or adulterate the Donor's Specimen and place them in a locker provided for that purpose and will be given a lock and key for that locker. The Donor will retain the key throughout the specimen collection process. The Collector must ensure that all personal belongings, such as a purse or briefcase, remain with the outer garments. The Donor may retain his/her wallet. If the Donor requests it, the Collector must provide the Donor with a receipt for any personal belongings. 5. Donor is to wash hands prior to urination in view of Collector and is to remain in the presence of the Collector without access to any water fountain, faucet, soap dispenser, cleaning agent or any other materials which could be used to adulterate the Specimen. 6. The Donor may provide his/her Specimen in the privacy of a stall or otherwise partitioned area that allows for individual privacy. The Collector must provide the specimen container for this purpose, which is suitable for the gender of the Donor. 7. In cases of pre-employment, pre-assignment, reasonable suspicion, return-to-duty, post-accident, and post-firearm discharge testing, the collection kit is to be opened in front of the Page 47 of 74 Donor by the Collector. The Donor must urinate into a collection container or a specimen bottle capable of holding at least 60 milliliters. If a collection container is used, the Donor, in the presence of the Collector, must pour the urine into two specimen bottles. Thirty-(30) ml. must be poured into one bottle, to be used as the Primary Specimen. At least 15 milliliters must be poured into the other bottle, to be used as the Split Specimen. Contractor/Service Provider must ship both bottles in a single shipping container, together with copies 1, and 2 of the CCF, to the laboratory. 8. In the case of random testing, the collection kit is to be opened in front of the Donor by the Collector. The Donor must urinate into a collection container or a specimen bottle capable of holding at least 90 ml. If a collection container is used, the Donor, in the presence of the Collector, must pour the urine into four (4) specimen bottles (two (2) for the ten (10) panel drug test and two (2) for the steroid test). Thirty (30) ml. must be poured into one bottle, to be used as the Primary Specimen for testing under a ten (10) panel drug test. At least 15 ml. must be poured into the other bottle, to be used as the Split Specimen for the ten (10) panel drug test. Thirty (30) ml. must also be poured into one bottle, to be used as the Primary Specimen for the steroid testing. At least 15 milliliters must also be poured into the other bottle, to be used as the Split Specimen for the steroid test. Contractor/Service Provider must ship two (2) bottles for the ten (10) panel drug test in a single shipping container, together with copies 1, and 2 of the CCF, to the designated laboratory. The Contractor/Service Provider must also ship the remaining two (2) bottles for the steroid test in a single shipping container, together with copies 1, and 2 of the CCF, to the designated laboratory. 9. The Collector must note any unusual behavior by the Donor or unusual appearance of the urine on the CCF, (e.g. color, odor, and temperature.) 10. Upon collecting the Specimen for pre-employment, pre- assignment, reasonable suspicion, return-to-duty, post-accident, and post-firearm discharge testing, the Collector will determine if the containers contains at least 45 ml of urine. If the Donor is unable to provide 45 ml of urine, the Collector will direct the Donor to drink not more than 40-ounces of fluids and, after a period of up to two hours, again attempt to provide a complete Specimen using a fresh specimen bottle and collection kit. The original insufficient specimen must be discarded. The Donor must remain at the Facility. Page 48 of 74 1 1 . Upon collecting the Specimen for random testing, the Collector will determine if the containers contains at least 90 ml of urine. If the Donor is unable to provide 90 ml of urine, the Collector will direct the Donor to drink not more than 40-ounces of fluids and, after a period of up to two hours, again attempt to provide a complete Specimen using a fresh specimen bottle and collection kit. The original insufficient specimen must be discarded. The Donor must remain at the Facility. If the Donor is still unable to give 45-milliliters of specimen for pre- employment, pre-assignment, reasonable suspicion, return-to- duty, post-accident, and post-firearm discharge testing, or 90- milliliters of specimen for random testing, the following rules will apply: (a) In the case of post-accident, reasonable suspicion, or random drug testing, the Donor must remain at the Facility and continue to consume reasonable quantities of fluids until the Specimen has been provided. (b) In the case of a pre-employment test or other test, which is not for cause, Chief of Police, or designee, must be notified when the Donor is unable to provide sufficient specimen after several hours. The Chief of Police, or designee, must elect either to follow item (1 ) above or to discontinue the collection and conduct a subsequent collection at a later time. (c) If the Donor cannot provide a complete Specimen initially or at the subsequent collection, as applicable, then the City's MRO must refer the Donor for a medical evaluation to develop pertinent information concerning whether the Donor's inability to provide a Specimen is genuine or constitutes a refusal to provide a Specimen. The MRO must report his/her conclusions in writing to the Chief of Police. 12.After the Specimen has been provided and submitted to the Collector, as described in Number 7 of this Section, the Donor may wash his/her hands. At this point, sink faucets may be untaped and the commode flushed. With the Specimen in the presence of both the Donor and Collector, the Collector may then proceed to another appropriate area to continue this procedure. 13.Within four (4) minutes from the time of urination and immediately after the Specimen has been provided and submitted to the Collector, and in the presence of the Donor, the Collector must Page 49 of 74 measure the temperature of the Specimen, and inspect the Specimen to determine if its color and look indicates any signs of contaminants. Collector must note any unusual findings must be noted on the CCF. A specimen temperature outside the range of 32.5-37.7 degrees Centigrade/90.5-99.8 degrees Fahrenheit constitutes a reason to believe that the Donor has altered or substituted the Specimen. In such cases, the Donor supplying the Specimen may volunteer to have his or her oral temperature taken to provide evidence to counter the suspicion that the Donor may have altered or substituted the Specimen. All specimens suspected of being adulterated must be forwarded to the laboratory for testing. 14.Whenever there is reason to believe that a particular Donor has altered or substituted the Specimen, proceed as stated in Section E, "Direct Observation". With the Chief of Police's, or designee's, approval a second split Specimen must be obtained as soon as possible under the direct observation of a same gender Collector. 15.Both the Donor and the Collector must keep the Specimen in view at all times prior to the Specimen being sealed with a tamper proof seal and labeled. Both parties are to remain in the presence of the Specimen while the Collector places an identification label, which contains the date, the Donor's Specimen number, and any other identifying information provided. 16.In the presence of both parties, the Donor must initial the identification label on the Specimen bottle for the purpose of certifying that it is the Specimen collected from him/her. 17.The Collector must enter on the CCF all information identifying the Specimen. The Collector must sign the CCF certifying that the collection was accomplished according to the applicable requirements of the Drug Testing Services Agreement. 18.The Donor must be asked to read and sign a statement on the drug CCF certifying that the Specimen identified as having been collected from him/her is in fact the Specimen he/she provided. 19.The Donor must sign the CCF, which authorizes the collection of the Specimen, analysis of the Specimen for designated controlled substances, and release of the results to the Chief of Police. 20.The Collector must complete the custody-and-control portion of the CCF to indicate receipt of the Specimen from the Donor and must Page 50 of 74 certify proper completion of the collection. The Donor may now leave. 21 .The urine Specimen and CCF are now ready for shipment. If the Specimen is not immediately prepared for shipment, the Collector must ensure that it is appropriately safeguarded during temporary storage in a secured area. 22.While any part of the custody-and-control procedures is being performed, it is essential that the urine Specimen and custody documents be under the control of the involved Collector. If the involved Collector leaves his/her workstation momentarily, the Collector must secure the urine Specimen in a locked cabinet. After the Collector returns to the workstation, the custody process will continue. If the Collector is leaving for an extended period of time, he/she will package the specimen for mailing before leaving the Facility. 23.The Collector must not leave the Facility in the interval between presentation of the Specimen by the Donor and securing the Specimen. The Specimen is secured by placing an identifying label on it which contains the Donor's Specimen identification number (as shown on the CCF), attaching the tamper-proof seal, and obtaining the Donor's initials on the seal. If it becomes necessary for the Collector to leave the Facility during this interval, the collection is nullified and, upon direction of the Chief of Police or designee, a new collection begun. 24.The specimens collected must be maintained in a locked refrigerator or locked storage container until picked up by the courier. E. DIRECT OBSERVATION All specimens collected that are suspected of adulteration must be forwarded to the laboratory for testing with the Collector documenting on the CCF his/her observations. Direct observation of a second specimen collection by a Collector of the same gender must be authorized by the Chief of Police, or designee, for Donors when the following conditions exist: 1 . When the temperature (which must be taken within a maximum of 4 minutes) falls outside a temperature range of 90.5 to 99.8 degrees Fahrenheit or 32.5-37.7 degrees Centigrade. 2. If the specimen has a specific gravity of less than 1 .003 and a creatinine concentration below .2g/L. Page 51 of 74 3. If the Collector observes conduct clearly and unequivocally indicating an attempt to substitute or adulterate the specimen, a second specimen is to be obtained and the Chief of Police notified in writing of the circumstances. If the Collector suspects that the specimen has been tampered with in any way, another specimen must be obtained before the Donor is allowed to leave. The Chief of Police must be informed within thirty (30) minutes of the refusal if during the normal workday or at the beginning of the next work day if after hours, during weekends, or on holidays, if the Donor refuses to give another specimen. F. TRANSPORTATION TO LABORATORY The Collector must arrange to ship the Split Specimen to the drug- testing laboratory. The Split Specimen must be placed in a single shipping container designed to minimize the possibility of damage during shipment together with copies 1 , and 2, and the CCF. The shipping container must be securely sealed to eliminate the possibility of undetected tampering. The Collector must ensure that the CCF documentation is enclosed in each container sealed for shipment to the drug-testing laboratory. G. FAILURE OF DONOR TO COOPERATE If the Donor refuses to cooperate with the collection process, the Collector must inform the Chief of Police within 30 minutes if it is a workday or at the beginning of the next workday if after hours, and must document the uncooperative behaviors on the CCF. H. DONOR REQUIRING MEDICAL ATTENTION If the Specimen is being collected from a Donor in need of medical attention (e.g. as part of a post-accident test given in a clinic or emergency medical facility), necessary medical attention must NOT be delayed in order to collect a Specimen. I. USE OF CHAIN-OF-CUSTODY FORM (CCF) A CCF must be used for maintaining control and accountability of each Specimen from the point of collection to final disposition of the Specimen. The date and purpose must be documented on the CCF each time a Specimen is handled or transferred and every individual Page 52 of 74 in the chain must be identified in writing on the CCF. Every effort must be made to minimize the number of persons handling Specimens. J. RECORD MAINTENANCE Records related to services provided under this Agreement must be maintained for 5 years after termination or expiration of this Agreement, or if a lawsuit or arbitration is pending, until there is a final judgment and all appeals have been exhausted. Page 53 of 74 SCOPE OF WORK POLICE AGREEMENT ATTACHMENT IV POLICE DEPARTMENT'S ALCOHOL & DRUG TESTING POLICY COLLECTION PROCEDURES FOR BLOOD ALCOHOL TESTING 1 . Blood specimens must be taken only by qualified medical personnel. Qualified medical personnel is defined as a physician, physician's assistant, nurse, emergency medical technician, or other person authorized under State or Federal law or Regulation to collect blood. 2. The same CCF used for Drug testing under this Agreement must be used for blood alcohol testing under this Policy, except that under "type of test" "other" is selected and "blood alcohol" is written on the form next to "other." This CCF must be used for each blood alcohol specimen from the time of collection through the authorized disposition of the specimen. 3. The blood specimen must be kept in a secured area until picked up by the courier. 4. Blood specimens must be shipped to the S.A.M.H.S.A.-certified, C. A. P.- accredited laboratory by any means adequate to ensure delivery within twenty-four (24) hours of receipt by the carrier. 5. Blood alcohol test results must be reviewed by the Medical Review Officer (MRO). The MRO's review is to determine if custody-and-control procedures were followed and if there is legitimate medical explanation for the presence of alcohol in the blood specimen. Page 54 of 74 SCOPE OF WORK ATTACHMENT V-A DOT DRUG TESTING LABORATORY PROTOCOL All defined terms used in the Drug and Alcohol Testing Services Agreement apply to this Attachment V-A. Additional terms are defined herein. Each Collector and BAT is the Contractor/Service Provider's Agent. Each employee of a Laboratory under contract to provide drug and alcohol services for City who works on tests for the City is the Contractor/Service Provider's Agent while performing test- related activities. Description of Protocol As part of the City's substance abuse testing of its Donors under DOT regulations, urine Split Specimens will be collected in accordance with applicable federal regulatory procedure as described in Attachment I, incorporated by reference in this Agreement. Each Specimen will be analyzed in one of Contractor/Service Provider's laboratories, which are certified by S.A.M.H.S.A. and accredited by C.A.P. and will be tested for the presence of the following compounds at the detection levels indicated. Should Department of Transportation (DOT) Regulations be revised by the federal government during the term of this Agreement, the detection levels in this Agreement will be revised effective on the date set by the regulations at no additional fee and such revisions will not invalidate this Agreement or its Attachments. Each initial screen will be analyzed by immunoassay ("EMIT"), and all presumptive positives will be confirmed by gas chromatography mass spectrometry ("GC- MS" EMIT SCREEN C-MS CONFIRMATIO DETECTION LEVEL DETECTION LEVEL DRUG GROUP n /ml* n /ml* Amphetamine 500 250 Cocaine Metabolites 150 100 Marijuana Metabolites 50 15 - Opiate Metabolites 2,000 2,000 Phencyclidine 25 25 MDMA 500 250 *nanograms/milliliter Page 55 of 74 SCOPE OF WORK ATTACHMENT V-B NON-DOT DRUG TESTING PROTOCOL All defined terms used in the Drug and Alcohol Testing Services Agreement apply to this Attachment V-B. Additional terms are defined herein. Each Collector and BAT is a Contractor/Service Provider's Agent. Each employee of a Laboratory under contract to provide drug and alcohol services for City who works on tests for the City is the Contractor/Service Provider's Agent while performing test related activities. Description of Protocol As part of the City's company-sponsored substance abuse testing of its Donors, urine specimens will be collected in accordance with the City-approved collection procedures. Each specimen will be analyzed in one of Contractor/Service Provider's laboratories certified by S.A.M.H.S.A., and accredited by C.A.P. Contractor/Service Provider must provide laboratory- testing services in accordance with the specifications described in Attachment II. Each specimen submitted for testing under SAP 10 will be assayed for the presence of the following compounds at the detection levels indicated. EMIT SCREEN C-MS CONFIRMATIO DETECTION LEVEL DETECTION LEVEL DRUG GROUP n /ml* n /ml* Amphetamines 500 250 **Barbiturates 300-1 ,000 200 Benzodiazepines 300 200 Cocaine Metabolites 150 100 Marijuana Metabolites 50 15 Methadone 300 200 Methaqualone 300 200 Opiates Metabolites 300 300 Phencyclidine 25 25 Propoxyphene 300 200 *nanograms/milliliter **The limit of detection varies according to the specific drug and/or metabolites present. Contractor/Service Provider will also assay each specimen for signs of possible adulteration. Specimen adulteration assays will consist of two or more of the following: * Creatinine * Chloride * Specific Gravity * Ph Page 56 of 74 If Federal DOT drug testing programs revise detection cutoff levels during the term of this Agreement, the detection levels in this Agreement must be revised effective on or after the date set by the regulations at no additional fee and such revisions will not invalidate this Agreement or its Attachments. Page 57 of 74 SCOPE OF WORK ATTACHMENT V-C FIRE DEPARTMENT DRUG TESTING PROTOCOL Description of protocol A. As part of the Fire Department's substance abuse testing of its applicants and firefighters (collectively "Donors") urine Split Specimens will be collected in accordance with applicable federal regulatory procedure as described in Attachment III, incorporated herein by reference in this Agreement. Each Specimen will be analyzed in one of Contractor/Service Provider's laboratories which are S.A.M.H.S.A. certified and C.A.P. accredited, and will be tested for the presence of the following compounds at the detection levels indicated. Each initial screen will be analyzed by immunoassay ("EMIT"), and all presumptive positives will be confirmed by gas chromatography-mass spectrometry ("GC-MS"). Each Specimen submitted for testing under the testing provision of this policy will be assayed for the presence of the following compounds. Pre- employment testing will utilize the SAP 10, which includes Amphetamines, Barbiturates, Benzodiazepines, Cocaine Metabolites, Marijuana Metabolites, Methadone, Methaqualone, Opiates Metabolites, Phencyclidine, and Propoxyphene. EMIT SCREEN C-MS CONFIRMATIO DETECTION LEVEL DETECTION LEVEL DRUG GROUP n /ml* n /ml* Amphetamines 1000 500 **Barbiturates 300-1 ,000 200 Benzodiazepines 300 200 Cocaine Metabolites 300 150 Marijuana 50 15 Metabolites 300 300 Methadone 300 200 Methaqualone 300 200 Opiates Metabolites 300 300 Phencyclidine 25 25 Propoxyphene 300 200 *nanograms/miIli liter Page 58 of 74 B. Contractor/Service Provider will also assay each Specimen for signs of possible adulteration. Specimen Alteration assays will consist of two or more of the following: *Creatinine, *Chloride, *Specific Gravity, and *Ph The initial test (also known as a screening test) must be an enzyme immunoassay screen (EMIT) to eliminate "negative" urine specimens from further consideration. C. If the initial test indicates a positive result, a confirmation test by gas chromatography/mass spectrometry (GC/MS) will be used to confirm the presence of a specific drug or metabolite. The confirmation test must be independent of the initial test and uses a different technique and chemical principle from that of the initial test in order to ensure reliability and accuracy. For classes of drugs where GC/MS is not an approved confirmation procedure, an alternative confirmation test will be used. Page 59 of 74 SCOPE OF WORK ATTACHMENT V-D POLICE DEPARTMENT DRUG TESTING PROTOCOL Description of protocol A. As part of the Police Department's substance abuse testing of its applicants and police officers (collectively "Donors'), urine Split Specimens will be collected in accordance with applicable federal regulatory procedure as described in Attachment IV, incorporated herein by reference in this Agreement. Each Specimen will be analyzed in one of Contractor/Service Provider's laboratories which are S.A.M.H.S.A.-certified and C.A.P.-accredited, and will be tested for the presence of the following compounds at the detection levels indicated. Each initial screen will be analyzed by immunoassay ("EMIT"), and all presumptive positives will be confirmed by gas chromatography-mass spectrometry ("GC-MS"). Pre-Employment, Pre-Assignment, Reasonable Suspicion, Return-to-Duty, Post-Accident, and Post-Firearm Discharge: Each Specimen submitted for testing under the testing provision of this policy will be assayed for the presence of the following compounds. Pre- employment testing will utilize the SAP 10, which includes Amphetamines, Barbiturates, Benzodiazepines, Cocaine Metabolites, Marijuana Metabolites, Methadone, Methaqualone, Opiates Metabolites, Phencyclidine, and Propoxyphene. EMIT GC-MS SCREEN CONFIRMA TION DETECTIO DETECTION N LEVEL LEVEL DRUG GROUP n /ml* n /ml* Amphetamines 1 ,000 500 **Barbiturates 300 200 Benzodiazepin 300 200 es Marijuana 50 15 Methadone 300 200 Methaqualone 300 200 Opiates 300 300 Metabolites Phencyclidine 25 25 Propoxyphene 300 200 Page 60 of 74 *nanograms/milliliter B. Contractor/Service Provider will also assay each Specimen for signs of possible adulteration. Specimen Alteration assays will consist of two or more of the following: *Creatinine, *Chloride, *Specific Gravity, and *Ph The initial test (also known as a screening test) must be an enzyme immunoassay screen (EMIT) to eliminate "negative" urine specimens from further consideration. C. If the initial test indicates a positive result, a confirmation test by gas chromatography/mass spectrometry (GC/MS) will be used to confirm the presence of a specific drug or metabolite. The confirmation test must be independent of the initial test and uses a different technique and chemical principle from that of the initial test in order to ensure reliability and accuracy. For classes of drugs where GC/MS is not an approved confirmation procedure, an alternative confirmation test will be used. Random Testing: A. For specimens submitted for Random Testing, in addition to the SAP10 described in sections A, B, and C of this attachment, each such specimen will also be assayed using the Targeted Anabolic Steroid Profile which includes: Androstenediol, Androstendione, Boldenone, Dihydroepiandrosterone (DHEA), Epitestosterone, Methandienone (Dianabol), Methyltestosterone, Nandrolone (19-Mortestosterone), Nora ndrostenediol, Nora ndrostenedione, Oxandrolone (Anavar), Oxymetholone (Anadrol), Stanozolol, Testosterone, Testosterone/Epitestosterone Ratio, Probenecid (Blocking/Masking Agent), Clenbuterol (Anti-Catabolic Agent) EMIT GC-MS SCREEN CONFIR MATION DETECTI DETECTI ON ON LEVEL LEVEL DRUG GROUP n /ml* n /ml* Androstenediol 10 1 Androstendione 10 1 Boldenone 10 1 Dihydroepiandrost 10 1 erone DHEA Epitestosterone 10 1 Methandienone 10 1 Dianabol Meth ltestosterone 10 1 Nandrolone (19- 10 10 Mortestosterone Page 61 of 74 Nora ndrostenediol 10 1 Nora ndrostenedio 10 1 ne Oxymetholone 10 1 Anadrol Stanozolol 10 1 Testosterone 10 1 Testosterone/Epites 10 1 tosterone Ratio Probenecid 10 1 (Blocking/Masking Agent) Clenbuterol (Anti- 10 1 Catabolic Agent) Page 62 of 74 SCOPE OF WORK ATTACHMENT VI DOT and NON DOT Drug and Alcohol Testing City-Wide and Gas MEDICAL REVIEW OFFICER SERVICES All defined terms used in the Drug and Alcohol Testing Services Agreement apply to this Attachment VI. Additional terms are defined herein. Each MRO is a Contractor/Service Provider's Agent. The Physician acting as Medical Review Officer (MRO) for the City of Corpus Christi must provide the Director with documentation that he/she is a licensed physician who is knowledgeable about substance abuse disorders and is certified as a Medical Review Officer for drug testing by a recognized MRO certification training program, and the American Association of Medical review Officers. The Physician acting as an MRO for the City of Corpus Christi must provide the Director with proper documentation of the Physician's ability and the attainment of skills needed to interpret and evaluate confirmed positive test results of Donors together with their medical history and any other relevant biomedical information. To perform DOT tests, an MRO must meet the requirements of 49 CFR, 40 etc. The MRO must not be an employee of the certified laboratory conducting the drug tests unless the laboratory establishes a clear separation of functions to prevent any appearance of a conflict of interest, including assuring that the MRO has no responsibility for, and is not supervised by, or the supervisor of, any persons who have responsibility for the drug testing or quality control operations of the laboratory, and the Director gives prior written approval of such employment. Primary responsibilities of the MRO include, but are not limited to, the following: - Comply with all Federal, State and local laws regarding drug testing requirements. - Monitor specimen collection procedures, laboratory testing and reporting procedures to ensure they meet the requirements of the City, Police and Fire Department Alcohol and Drug Testing Policies, attached and incorporated as Attachments I -IV; Receive test results from the laboratory; - Review all test results received; - Verify laboratory reports and assessments; - Review and interpret each confirmed positive test result to determine if a valid medical reason exists; Page 63 of 74 - Conduct a medical interview in person with the Donor to discuss a positive test result; - Review Donor's medical history, medical records and any biomedical factors as appropriate; - Make decision to retest the Primary Sample when necessary; - Advise Donor of his/her right to request a test of the Split Specimen (not Primary Specimen) if the request is made to the MRO within 72-hours of being informed of the positive test result; - Coordinate with an approved laboratory certified by Substance Abuse and Mental Health Services Administration (S.A.M.H.S.A.) and accredited by the College of American Pathologists - Forensic Drug Testing program (C.A.P.), in writing for the request to test a Split Specimen upon the timely request of the applicable Donor; - Notify the Director, the City's designated drug testing program manager, of all negative and verified positive tests and provide copies of results. - Notify the Director of any Donor's request for a test of the Split Specimen; - Obtain and submit to the laboratory three blind performance test specimens for each 100 DOT drug tests performed; - Make recommendations as a member of the City's "Rehabilitation Committee" which is composed of the Director of Human Resources, the Risk Manager and the Employee Assistance Program Counselor in regards to handling the Donor's alcohol or drug abuse rehabilitation plan, - Provide Contractor/Service Provider's Agent's testimony (specifically including MRO's testimony) both in preparation for any"Proceeding" and at the actual "Proceeding itself," which concerns any drug and alcohol collection, test, evaluation, or MRO services provided by Contractor/Service Provider or Contractor/Service Provider's Agent is the essence of this Agreement "Testimony". Testimony from Contractor/Service Provider's Agent is absolutely essential for the City to defend any grievance, arbitration, or lawsuit that results from any Donor challenging City's actions based on the results of that donor's drug or alcohol specimen that was collected, tested, or evaluated by Contractor/Service Provider or Contractor/Service Provider's Agent or reviewed by Contractor/Service Provider's MRO. Said grievance, arbitration, or lawsuit, and the preparation for it, collectively called the "Proceeding". The failure of Contractor/Service Provider or Contractor/Service Provider's Agent to appear in person to provide Testimony for any Proceeding is grounds for the City Manager to terminate this Agreement, or, alternatively, require Page 64 of 74 Contractor/Service Provider to pay all of the City's costs in preparing for and defending said Proceeding. At a minimum, the costs of a Proceeding include all Legal Staff time (Attorney's time will be billed at standard community rates for Attorneys of comparable experience, the same will be billed for secretarial and paralegal time, and for copies made for exhibits prepared for the Proceeding) and costs, all Human Resources staff time and costs, all staff time and costs for the department whose employee or applicant (i.e. donor) caused the Proceeding to occur [NOTE: in the case of Police and Fire Departments this may include overtime Costs] , and all expert witness fees, including the cost of Contractor/Service Provider's MRO's fees and any Arbitrator's Fees. The failure of Contractor/Service Provider's Agent (specifically including Contractor/Service Provider's MRO) to appear in person and give live Testimony at a Proceeding is presumed to be the reason that City lost the Proceeding. The City's costs in an arbitration Proceeding, that is decided against the City shall include all the arbitration costs. Only the hearing examiner in a Proceeding (e.g. Chairperson of the Civil Service Board or Commission, Judge, Arbitrator collectively called "Hearing Examiner" herein) has the authority to provide a prior written waiver that any Contractor/Service Provider's Agent (specifically including Contractor/Service Provider's MRO) does not have to appear in person and give live Testimony. It is the obligation of any Contractor/Service Provider's Agent who wishes to not appear in person and give live Testimony to make prior written arrangements with the Hearing Examiner and copy both the Director at the fax number listed herein and the City Attorney at (361 ) 880-3239 with all correspondence between Contractor/Service Provider's Agent and the Hearing Examiner. Simply because a Contractor/Service Provider's Agent obtained the Hearing Examiner's prior written approval to not appear in person and give live Testimony does not rebut the presumption that the failure to give live Testimony is the reason the City lost the Proceeding. The MRO's facility must be accessible and in compliance with Title III of The Americans With Disabilities Act (ADA). All records compiled by Contractor/Service Provider, (Contractor/Service Provider's employees, contractors, and agents, including without limitation Contractor/Service Provider's MRO, (collectively called Contractor/Service Provider's Agent) are compiled for the City to use in determining whether a donor uses or has used drugs or alcohol. All records belong to the City. Contractor/Service Provider is the designated custodian of these Records, with certain Records in the custody of Contractor/Service Provider's MRO. All Records are compiled pursuant to a waiver signed by the Donor that authorizes Contractor/Service Provider to provide the Records to Director. It is the essence of this Agreement that the Contractor/Service Provider provide all Records to the Director when requested. Page 65 of 74 All Records compiled by Contractor/Service Provider and Contractor/Service Provider's Agent (specifically including Contractor/Service Provider's MRO) from information and samples provided by a Donor are compiled for the City and belong to the City. If Contractor/Service Provider or Contractor/Service Provider's Agent believes that information provided by a Donor is confidential and chooses to redact that information, or conversely fails to redact confidential information, then Contractor/Service Provider agrees to indemnify the City for all damages incurred by the City due to Contractor/Service Provider or Contractor/Service Provider's Agent's redaction of, or failure to redact, confidential information from the Records. MRO's services will be subject to revision to meet the requirements of federally mandated changes to Department of Transportation (DOT) Regulations, Paragraph 40.169, Section 49, CFR 40, Procedures for Transportation Workplace Drug and Alcohol Testing Programs, should such changes become law and effective during the term of this Agreement and incorporated Attachments, at the fees indicated in the attached and incorporated fee schedule. I. RECEIPT OF LABORATORY TEST REPORTS Urine specimens must be collected using custody-and-control procedures and using a laboratory certified by the Substance Abuse and Mental Health Services Administration (S.A.M.H.S.A.) and accredited by the College of American Pathologists - Forensic Drug Testing program (C.A.P.) to perform the urine specimen testing and test result reporting. The testing laboratory must transmit all test results directly to the Medical Review Officer (MRO). The transmittal from the laboratory must be by secured printer or fax machine or by other means agreed upon by the Director, laboratory and MRO, to be provided by the MRO for that purpose in the MRO's facility. Results from the laboratory will not be transmitted by telephone. A. NEGATIVE TEST RESULTS Upon receipt of a negative test result, the MRO must perform the following steps: 1 . Review the laboratory report within one day of receipt to ensure that the Donor's identification information on laboratory test reports matches with the MRO's "collection" copy, and the Donor is accurately identified as the person having a negative test report and that the CCF and procedures were correctly followed. For Donors tested under Department of Transportation (DOT) drug testing regulations, a verification must be noted on the CCF which indicates that the testing was performed by laboratory certified by the Substance Abuse and Mental Health Services Administration (S.A.M.H.S.A.) and accredited by the College of American Pathologists - Forensic Drug Testing program (C.A.P.) and that there was compliance with custody-and-control procedures and forms as Page 66 of 74 outlined in 49 CFR 40, Procedures for Transportation Workplace Drug and Alcohol Testing Program. a. Report negative test results for DOT and NON-DOT Donors to the Director or designee. b. Report negative test results for CDL Donors to the Director or designee. c. Report negative test results to the Fire Chief or designee in accordance with Fire Department Policy. d. Report negative test results to the Police Chief or designee in accordance with Police Department Policy. B. POSITIVE TEST RESULTS Upon receipt of a positive test result, the MRO must perform the following steps: 1 . For cocaine, marijuana, and PCP positive test results the review must be completed on the day of receipt of the positive laboratory results. 2. For all other substances, the review must be completed within two City of Corpus Christi workdays of receipt of positive laboratory results. 3. MRO must review the laboratory report to ensure (a) that Donor identification information on laboratory test reports and MRO's collection copy match, (b) that the Donor is accurately identified as the person having a positive test report and (c) that the CCF and procedures were correctly followed. For Donors tested under Department of Transportation (DOT) drug testing regulations, the MRO may also verify (a) testing was performed by a laboratory certified by the Substance Abuse and Mental Health Services Administration (S.A.M.H.S.A.) and accredited by the College of American Pathologists - Forensic Drug Testing Program (C.A.P.), and (b) that there was compliance with custody-and-control procedures and forms as outlined 49 CPR 40, Procedures for Transportation Workplace Drug and Alcohol Testing Program. 4. If the MRO has any questions about the test documentation or test analysis, the MRO may exercise the following two options: (1 ) Request the laboratory records regarding the specimen testing procedures followed, and/or (2) Require the retest of a Primary Specimen if questions arise as to the accuracy or validity of a positive test result. Only the MRO has the authority to order a reanalysis of the Primary Specimen using a certified/accredited laboratory prior to reporting a positive result. Page 67 of 74 Under DOT regulations, the Donor is not authorized to request a reanalysis of the Primary Specimen. In the case of City-Wide, CDL, DOT, NON DOT employees these procedures will be followed. 5. Notify the Donor of positive test result: a. The MRO or his/her supervised and trained staff person may make initial contact with the Director of Human Resources or designee, or a medically licensed or certified staff person may gather information from the Donor in the case of a CDL, DOT, or NON DOT Donor. No direct communication is required between the MRO and the Donor of a current employee or pre-employment screening before verifying a positive result. But in the situation of the Fire or Police Department, the MRO MUST make initial contact with the employee first. A medically licensed or certified staff person may gather information from the Donor, but the MRO must communicate with Donor directly before verifying a test as positive. The MRO shall tell the Donor that MRO is an agent of the Police Department or Fire Department and advise the Donor of the positive test result and the type of illegal drug or substance reported. Since the City's, Fire and Police Departments use a split specimen method of collection, the MRO shall notify each Donor who has a confirmed positive test that the Donor has 72 hours from the time of notification in which to request a test of the split specimen, if the test is verified as positive. If the analysis of the split specimen fails to reconfirm the positive result, the MRO shall direct, in writing, the laboratory to provide the split specimen to another laboratory certified by the Substance Abuse and Mental Health Services Administration (S.A.M.H.S.A.) and accredited by the College of American Pathologists - Forensic Drug Testing program for analysis of the drug(s) or drug metabolites found in the primary specimen, or if the split specimen is unavailable, inadequate for testing or un- testable, the MRO shall cancel the test and report cancellation and the reason for it to the DOT, the Director, Fire or Police Chief , or designee, along with notifying the Donor. If a Donor has not contacted the MRO within 72 hours to request a test of the split specimen, as provided in DOT regulations, the Donor may present to the MRO information documenting that serious illness, injury, inability to contact the MRO, lack of actual notice of the verified positive test, or other circumstances unavoidably prevented the Donor from timely contacting the MRO. If the MRO reasonably concludes that there is a legitimate explanation for the Page 68 of 74 Donor's failure to contact the MRO within 72 hours, the MRO shall direct that the reanalysis of the split specimen, as applicable, be performed. b. No Direct Communication with Employees or Applicants: The MRO may verify a test as positive without direct communication with the Donor if: 1 . The Donor expressly declines the opportunity to discuss the test with the MRO. 2. If the MRO cannot make contact with a Donor within 24 hours from receipt of test results, the MRO shall contact the Director of Human Resources, Fire Chief, Police Chief or designee. Failure of a Donor to respond and contact the MRO within five (5) days of receipt of a documented contact by the City's Human Resources Director, Fire Chief, Police Chief, or designee will result in the MRO verifying the test as positive without having communicated directly with the Donor. The MRO shall keep documentation on attempts to contact the Donor. 3. When other legitimate circumstances occur which unavoidably prevent the Donor from contacting the MRO, such as serious injury or illness, the MRO may reopen the verification allowing the Donor to present information relative to a confirmed positive test. C. Review of Medical History, Records and other Biomedical Factors 1 . The MRO must review medical records to ascertain if a positive result is due to legally prescribed medication. This review is based on the Donor's doctor's report, copy of a prescription, or other proof of legitimate use of medication. The Donor must provide such proof during the interview with the MRO to be held within one (1) workday of contact with the Donor, if possible. 2. The MRO's records must indicate one of the following explanations for a legitimate positive test: (a) legally prescribed or dispensed medication, (b) ingested substances producing the same metabolites as illegal substances (e.g. poppy Page 69 of 74 seeds and opiates). In such cases, clinical evidence, in addition to the urine test, must be present of unauthorized use of any opium, opiate, or opium derivative, such as recent needle tracks and/or behavioral and psychological signs of acute opiate intoxication or withdrawal; (c) errors in CCF; (d) errors in laboratory technical analysis. d. Reporting Test Results by the MRO The MRO shall only convey to the Director, Fire Chief, Police Chief, or designee whether a drug or alcohol test result is positive or negative. 1 . If satisfied there exists a valid medical explanation for a positive test, the MRO will inform the Donor of the findings. The MRO will then verify that the test result is negative and report it accordingly to the Director, Fire Chief, Police Chief, or designee. 2. Upon conclusion that no legitimate medical reason exists for a positive test, the MRO will report a "verified" positive test to the Director, Fire Chief, Police Chief, or designee. The MRO will then sign a verification statement of the positive test result and will forward a copy of the laboratory results and collection form to the appropriate contact. e. Safety Concerns: Any safety concerns that come to the attention of the MRO through the counseling process must be directed to the designated City Physician, who will instruct the Director, Fire Chief, Police Chief, or designee, if there needs to be any limit placed on an employee for safety reasons. f. Donor's Request for Retest 1 . As provided in Paragraph 40.171 of 49 CFR, 40, if the test result of the primary specimen is positive, the Donor may request that the MRO direct that the split sample be tested in a different laboratory certified by the Substance Abuse and Mental Health Services Administration (S.A.M.H.S.A.) and accredited by the Page 70 of 74 College of American Pathologists - Forensic Drug Testing program for presence of the drug(s) for which a positive result was obtained in the test of the primary specimen. The MRO shall honor such a request if it is made within 72 hours of the Donor having been notified of a verified positive test result. 2. The Director will be notified by the MRO of the request for testing of the split sample portion of the specimen. Upon receipt of the result of the test of the split specimen which reaffirms the results of the test of the primary specimen, the Donor and the Director shall be notified within one City of Corpus Christi work day. 3. Upon receipt of the result of the test of a split specimen which fails to reconfirm the presence of the drugs(s) or drug metabolites found in the primary specimen, the MRO shall cancel the test, and report the cancellation and the reasons for it to the DOT, the Director, and the Donor. Fee for transferring and re-testing of split specimen to another laboratory certified by the Substance Abuse and Mental Health Services Administration (S.A.M.H.S.A.) and accredited by the College of American Pathologists - Forensic Drug Testing program upon timely request to MRO by a Donor, is to be paid by cash, cashier's check, or money order by the requesting Donor directly to the Contractor/Service Provider who is responsible for forwarding payment to the laboratory certified by the Substance Abuse and Mental Health Services Administration (S.A.M.H.S.A.) and accredited by the College of American Pathologists - Forensic Drug Testing program that is performing the testing. The Donor is responsible for payment except for split specimen testing requests for Firefighters, which will be paid for by the City. II. DISCLOSURE OF INFORMATION 1 . Information, drug testing results, or rehabilitation records provided to the MRO as part of the testing verification process: a. Disclosure must be made to the Human Resources Director, or designee, City Attorney, a Department of Transportation (DOT) Agency representative, to Donors, or to a physician responsible for determining the medical qualification of the Donor under DOT Page 71 of 74 regulations, as part of an accident investigation, or where the information indicates that continued performance by an employee Donor of his/her safety-sensitive function could pose a significant safety risk. b. Disclosure must be made to the Director, Fire Chief, Police Chief, or designee, City Attorney, to Donors, as part of an accident investigation, or where the information indicates that continued performance by an employee Donor of his/her safety-sensitive function could pose a significant safety risk. C. Upon written request, any Donor who is subject to a drug test conducted by the City shall have access from the MRO to any records relating to that drug test or to review certification or revocation of certification records. d. Upon written request, the Donor may request the information described above or be disclosed to a third party. 2. Statistical data related to drug testing and rehabilitation that is not name- specific and which is formatted to comply with record-keeping requirements of 49 CFR 40 must be made available to the DOT Administrator and the Human Resources Director, or designee. 3. Statistical data related to drug testing and rehabilitation that is not name- specific and which is formatted to comply with record-keeping requirements of 49 CFR 40 must be made available to the Fire Chief, Police Chief, or designee. III. MRO STEPS IN THE REHABILITATION OF EMPLOYEE OR RETURN-TO-DUTY DETERMINATIONS OF CDL, DOT, NON DOT, POLICE DEPARTMENT OR CITY-WIDE OR GAS DEPARTMENT EMPLOYEES. 1 . The MRO makes a return-to-duty recommendation regarding when an employee Donor holding a security or safety related position may be returned to duty after failing or refusing to take a drug test. 2. The MRO must ensure that the Donor is drug free based on a drug test that shows no evidence of any current drug use. 3. The MRO ensures the Donor has been evaluated by a rehabilitation program counselor through the City's Employee Assistance Program by obtaining from the counselor an evaluation of the Donor's drug and/or alcohol use including the nature and degree of past abuse, progress in any rehabilitation effort, and prognosis and recommendations for after-care services. Page 72 of 74 4. The MRO must be satisfied with the Donor's compliance with any conditions or requirements of a rehabilitation and aftercare program in which the Donor participated. 5. The MRO, in consultation with the Director of Human Resources and the Employee Assistance Counselor, may determine a schedule of unannounced testing for a Donor who has returned to duty after rehabilitation. Such testing may be scheduled for up to sixty (60) months with the frequency determined by the MRO based on the assessment and recommendation of the counselor. IV. FOLLOW-UP TESTING FOR CITY-WIDE CDL, DOT AND NON DOT: 1 . Per DOT Regulations, Paragraph 40.281 , et of 49 CFR 382 and 49 CFR 199, a covered employee, Donor who has been identified by a Substance Abuse Professional (SAP) as needing assistance in resolving problems with alcohol misuse and who has returned to duty involving the performance of a safety- sensitive function, shall be subject to a minimum of 6 unannounced, follow- up alcohol tests administered on behalf of the City over the following 12 months. 2. The SAP can direct additional testing during this 12-month period or for an additional period of up to a maximum of 60 months from the date the employee Donor returns to duty. 3. A positive alcohol test under DOT rules, Paragraph 40.281 of 49 CFR 40, provides that the City can conduct follow-up drug tests on an employee during the follow-up alcohol testing period, and whenever the SAP has reason to suspect drug involvement. V. BLIND SAMPLES REQUIRED BY DOT FOR GAS DEPARTMENT PERSONNEL 1 . The MRO shall obtain and submit three (3) blind performance test specimens for each 100 specimens processed and advise the Director whenever a blind sample has been submitted and the results of the test ascertained. 2. Approximately 800 of the blind performance test samples shall be blank (i.e., containing no drug) and the remaining samples shall be positive or "spiked" for one or more drugs per sample. Spiked samples are limited to marijuana, cocaine, opiates, amphetamines, and PCP. 3. Upon receipt of a false positive error on a blind sample which is determined to be a technical or methodological error, the MRO will advise the Director who will notify the DOT agency concerned. Page 73 of 74 VI. RECORDKEEPING The following records must be maintained by the MRO in a separate, secured location with access restricted to the MRO and only his/her authorized staff, the Director, and Department of Transportation representatives. DOT drug testing records must not be filed together with other City records. Separate statistical data must be kept on all tests for Donors covered by (a) 49 CPR 199, Research and Special Programs Administration, (b) for 49 CFR 382, Federal Highway Administration, and (c) for other NON-DOT Donors tested under City Policies, including but not limited to the following: 1 . Drug testing data demonstrating that collection processes conformed to requirements of Agreement (5-year retention). 2. Records on positive drug test results for Donors must be retained for five (5) years and must include the following specifics: a. number of Donors who failed a drug test by type of test; b. records that demonstrate rehabilitation; c. function performed by employee Donors who failed a test; d. prohibited drug(s) used e. age of Donor 3. Records on negative drug tests for Donors must be kept for one (1 ) year. 4. Records on number of employee Donors tested by type of test must be kept for five (5) years (e.g. post-accident). 5. Records maintained on blind samples sent to the laboratory in compliance with DOT regulations must be kept for five (5) years. Page 74 of 74 Attachment B: Bid/Pricing Schedule � uscr CITY OF CORPUS CHRISTI ow � PURCHASING DIVISION RFP No. 1585 Drug and Alcohol Testing and.Occupational Services 'yCCRPCR'E I852 DATE: 13-Jul-18 Alliance Health Resources'Mobile Division, Ltd. PROPOSER AUT O D SIGNATURE 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing 2. Provide your best price for each item. 3. In submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or,agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b. Proposer is an Equal OpportunitylEmployer; and the disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinance, is curent and true. c. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. Item Description Qty Unit Unit Price Extended Price Drug Screen - Post Accident EVIDENTIAL BREATH 1.00 TEST 4 EA $15.00 $60.00 Drug Screen - Post Accident INITIAL URINE TEST (10- 1.01 PANEL Non Dot) 720 EA $32.00 $23,040.00 Drug Screen - Post Accident INITIAL URINE TEST (10- 1.02 PANEL Non Dot Police) 431 EA $32.00 $1,376.00 Drug Screen - Pre-Employment INITIAL URINE TEST 1.03 (NON-DOT) 24 EA $32.00 $768.00 1.04 Drug Screen - Promotional (Police Dept) 114 EA $35.00 $3,990.00 Drug Screen,- Random NonDot EVIDENTIAL BREATH 1.05 TEST 491 EA $15.00 $7,365.00 Drug Screen - Random Dot EVIDENTIAL BREATH 1.06 TEST 373 EA $15.00 $5,595.00 Drug Screen - Random INITIAL URINE TEST (5- 1.07 PANEL DOT) 105 EA $45.00 $4,725.00 Drug Screen Random URINE TEST (10-PANEL 1 .08 NON-DOT 85 EA $32.00 $2,720.00 ;, Page 1 of 3 i Item Description Qty Unit Unit Price Extended Price Drug Screen Random Police INITIAL URINE TEST (10-PANEL)Includes Tareted Anabolic Steroid 1.091 Profile 571 EA $150.00 $8,550.00 1.10 Drug Screen - RTW EVIDENTIAL BREATH TEST 43 EA $15.00 $645.00 Drug Screen - RTW INITIAL URINE TEST (NON= t 1.11 DOT) 45 EA $32.00 $1,440.00 1.12 Drug Screen - RTW Drug Screen 70 EA $32.00 $2,240.00 i 1 .13 Drug Screen - RTW Drug Screen Police Dept 50 EA $150.00 $7,500.00 Drug Screen - Reasonable Cause (1 Opanel 1.14 Non Dot) 44 EA $32.00 $1,408.00 Drug Screen - Reasonable Cause Non Dot 1 .15 BREATH ALCOHOL TEST 37 EA $15.00 $555.00 1.16 Drug Screen - Steroid Drug Screen (Police) 7 EA $128.00 $896.00 1.17 Drug Screen - Dot P;reassignment 783 EA $45.00 $35,235.00 1: 1.18 Recollection - Drug Screen 72 EA $15.00 $1,080.00 I -1.19 Hair Collection 1 EA $20.00 $20.00 1.20 Blood Alcohol Test 10 EA $35.00 $350.00 On-Call- On-Site (at City's requested location) blood alcohol and/,or drug specimen 1.21 collection outside of 8 a.m. through 5 p.m. 100 HR $150.00 $15,000.00 On-Site (at City's requested location) Collection Services,during regular work hours 8 !. 1.22 a.m. through 5 p.m. 10 HR $50.00 $500.00 Transferring and re-testing of split specimen to J. another S.A.M.S.A. - certified, C.A.P. - accredited laboratory, upon timely request to 1.23 MRO or City applicant or employee. 10 EA $250.00 $2,500.00 2.00 Physical -Annual/Periodic 57 EA $40.00 $2,280.00 2.01 Physical - Haz Mat '- Fire 46 EA $40.00 $1,840.00 2.021 Physical- Pre-employment 904 EA $40.00 $36,160.00 2.03 Physical- Pre-Placement 10 EA $40.00 $400.00 j ! 2.04 Physical - Promotional 44 EA $40.00 $1,760.00 2.05 Physical- RTW 413 EA $65.00 $26,845.00 2:06 Audiogram 777 EA $15.00 $11,655.00 2.07 Vision Titmus 101 EA $15.00 $1,515.00 2.08 DIP/TET (Tetanus) 227 EA $60.00 $13,620.00 2.09 Blood Lead 64 EA $46.00 $2,944.00 2.10 Blood Lead Zpp 1 EA $110.00 $110.00 Page 2 of 3 l L ' 7. 11 Y it l i } Item Description Qty Unit Unit Price Extended Price 2.11 Cardiac Risk Assessment 10 EA $155.00 $1,550.00 2.12 CBC 10 EA $16.00 $160.00 2.13 Chem 20 CHID 10 EA $57.00 $570.00 2.14 Chem 20 CHID, CBC, UA 49 EA $84.00 $4,116.00 2.15 Lipid Panel 35 EA $35.00 $1,225.00 2.16 Chest X-Ray 1-view, 6 EA $42.00 $252.00 2.17 Check X-Ray 2-view 66 EA $47.00 $3,102.00 2.18 Lumbar Spine 2 view 16 EA $50.00 $800.00 ;_: 2.19,X-ray Interpretation;without B-read 72 EA $20.00 $1,440.00 2.20 EKG 123 EA $42.00 $5,166.00 2.21 Glucose Fasting (in Center) 10 EA $15.00 $150.00 2.22 Grip Strength (Dynamometer) 16 EA $15.00 $240.00 2.23 Hep A Vaccine 10 EA $75.00 $750.00 2.24 Hep B Injections 10 EA $65.00 $650.00 2.25 Hepatitis B Titer 10 EA $36.00 $360.00 .2.26 HIV-1 EIA Screen 10 EA $40.00 $400.00 2.27 Occult Blood 10 EA $10.00 $100.00 2.28 Mileage for On-Site Services 782 MILE $0.60 $469.20 2.29 Prostatic Specific Antigen 10 EA $43.00 $430.00 2.30 Pulmonary Function Test 121 EA $17.00 $2,057.00 2:31 Rabies Series 10 EA $1,050.00 $10,500.00 2.32 Rabies Titer 10 EA $350.00 $3,500.00 2.33 Thyroid Stimulating Hormone (TSH) 10 EA $20.00 $200.00 2.34 TB Skin Test 57 EA $20.00 $1,140.00 2.35 U/A Dipstick 2 EA $11 .00 $22.00 2.36 PPD (Mantoux) 2 EA $20.00 $40.00 2.37 Medical Office Review (MRO) 42 EA $15.00 $630.00 Grand Total: * $266,706.20 i The grand total is based on estimated quantities required on an annual basis. The full contract term is 5 years, therefore the contract value is $1,333,531. f: Page 3 of 3 Attachment C: Insurance and Bond Requirements 1 . 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 Including: of the policy) 1 . Medical Malpractice 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. Page 1 of 3 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. 2. 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, Page 2 of 3 • 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 Drug and Alcohol Testing and Occupational Medicine 03/27/2018 sw Risk Management Bonds: Section 5. (B) is null for this agreement. Page 3 of 3 Attachment D: Warranty Section 8. Warranty of this service agreement is null; warranty is not required. Page 1 of 1 SC AGENDA MEMORANDUM Future Item for the City Council Meeting of August 14, 2018 NgHPO PP`E 1852 Action Item for the City Council Meeting of August 21, 2018 DATE: August 1, 2018 TO: Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Professional Services Contract Amendments Bond 2018 60% Pre-Design Street Projects CAPTION: Motion to authorize execution of Amendment No. 1 to professional services contracts for six (6) proposed Bond 2018— Proposition A-Street Projects. FIRM PROJECT AMENDMENT RESTATED AMOUNT FEE 1. HDR Engineering LEOPARD STREET $526,665 $576,600 Corpus Christi, Texas (Nueces Bay Blvd to Palm Dr) 2. Hanson Professional Svcs S. STAPLES STREET $1,154,128 $1,192,628 Corpus Christi, Texas (Kostoryz Rd to Baldwin) 3. CH2M Hill Engineers LIPES BLVD $312,300 $361,990 Corpus Christi, Texas (Yorktown to Sun Wood Dr) 4. Urban Engineering FRIO/DORADO/HACALA $262,000 $290,000 CORRIDOR Corpus Christi, Texas 5. LJA Engineering LAGUNA SHORES RD $702,125 $752,025 Corpus Christi, Texas (Caribbean to Hustlin' Hornet) 6. Urban Engineering SWANTNER DRIVE $422,075 $469,575 Corpus Christi, Texas (Texan Trail to Indiana) TOTAL $3,379,293 $3,642,818 Project No:various 1 MA&SWNP Legistar No.:18-0934 Rev.2—08/06/18 PURPOSE: These amendments complete the engineering predesign of six (6) Bond 2018 street projects to 60% by the November 2018 referendum,with 100%completion of design projected for early 2019. BACKGROUND AND FINDINGS: Designing projects in advance of the election allows construction to start for a few projects within a few months after the election. Predesign also allows project execution to be coordinated to better level resource requirements and cost efficiencies of City Staff, local engineering firms and the construction industry. City Council approved the predesign of nine (9) projects (three to 100% and six to 60%) as part of the Bond 2018 Implementation Plan approved by Resolution in August 2017. The three (3) 100% predesign contracts were awarded on June 12, 2018. Small professional services contracts were awarded administratively to begin preliminary design. The professional service contract amendments with this Item will complete predesign of the remaining six (6) projects to 60% prior to the November 2018 referendum; complete to 100% following the referendum; prepare construction and bid documents; and perform construction phase services. The Laguna Shores Road Project predesign scope also includes United States Corp of Engineers (USACE) permitting services for the impacted wetlands adjacent to the roadway. HDR Engineering, Hanson Professional Services, CH2M Hill Engineers, Urban Engineering and LJA Engineering were selected for these projects under RFQ 2018-01. Construction bidding and award is planned for all six (6) predesign projects by the end of calendar year 2019. ALTERNATIVES: 1. Authorize execution of the Amendments. (Recommended) 2. Do not authorize execution of the Amendments. (Not Recommended) OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Complies with statutory requirements for professional services contracts. Conforms to FY 2017 Capital Improvement Planning (CIP) Budget. EMERGENCY/ NON-EMERGENCY: Non-Emergency Project No:various 2 MA&SWNP Legistar No.:18-0934 Rev.2—08/06/18 FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year Project to Date 2017-2018 Expenditures Current Year Future Years TOTALS (CIP only) Budget 5,000,000.00 5,000,000.00 Encumbered / 263,525.00 263,525.00 Expended Amount This item 3,379,292.64 3,379,292.64 Future Anticipated Expenditures This Project BALANCE 1 1,357,182.36 1,357,182.36 Fund(s): Street CIP Bond 2014 RECOMMENDATION: City staff recommends award of six (6) professional services contract amendments for the proposed Bond 2018 — Proposition A-Street Projects. LIST OF SUPPORTING DOCUMENTS: Location Map Presentation Contract Amendments (6) Project No:various 3 MA&SWNP Legistar No.:18-0934 Rev.2—08/06/18 181 F c°RR/OOR LEOPARD ST CORPUS C Nueces BaV Blvd to Palm Dr SCALE: N.T.S. � I PARD STAPLES ST a Kostoryz Rd to Baldwin Blvd z 44 eq p <Ok/H 286 ORGP ° SWANTNER DR 358 Q M 30 °° Texan Trail to Indiana Ave ? CORPUS CHRISTI BAY FRIO ST/ DORADO ST / HACALA ST CORRIDOR Greenwood Dr to Martin St s, �2 RO<F cO<</hqR `�iP TEXAS A&M UNIVERSITY A. y0<<Y CORPUS CHRISTI °� �Q 358A. ZZ Q� LIPES BLVD F o CABANIS Yorktown Blvd to Sun Wood Dr i OSO BAY CORP FIELD Q NAVAL Qv ° �v o FLOUR � 2 358 286 °S° 2�° L 4 K J� OAF U� _j �o °�02 2444 wti LAGUNA SHORES RD LOCATION MAP Caribbean Dr to Hustlin' Hornet Dr LAG NOT TO SCALE 44MAD LOCATION MAP CITY COUNCIL EXHIBIT Proposed Bond 2018 CITY OF CORPUS CHRISTI,TEXAS 60% 1 Pre-Designed Project DEPARTMENT OF ENGINEERING SERVICES 9 = _ Proposed 2018 B@ND W W W.CCTEXAS.COM Program Implementation 6 Pre-Designed Projects (60%) Council Presentation August 14, 2018 Implementation Plan BOND Approved by Council August 15, 2017w�� =oM ➢ Address Harbor Bridge Related Streets ✓ $4.1 Million ✓ By end of 2017 ➢ Prepare Preliminary Feasibility Reports ✓ Obtain more accurate scopes&project estimates ✓ $2 M for Three (3)Propositions ✓ Approximately 4-6 months to complete ➢ Obtain Stakeholder input ✓ Define&prioritize projects ✓ D v 1 ➢ Pre-design Projects - to Expedite Project Implementation ✓ Obtain funding$5M 0 3 to"shovel ready' 0 6 to approximately 60% ✓ RFQ for Architects/Engineers ✓ "Shovel Ready" Project selection by late summer 2017 ✓ Approximately 12 months for design(start no later than January 2018) Bond 2018 B@ND Proposed Pre-Election Design Projectsw�� s`°M ➢ Estimated Cost- $5 Million ➢ Nine Projects STREET FROM TO CONTRACT 1. Slough Rd Rodd Field Rd East Dead End Munoz 100% 2 Holly Rd Rodd Field Rd Paul Jones Ave LNV DESIGN 3. Everhart Rd SPID Holly Rd Freese&Nichols 1. Leopard St Nueces Bay Blvd Palm Dr HDR 2. S.Staples St Kostoryz Rd Baldwin Blvd Hanson 60% 3. Swantner Dr Texan Tr Indiana Ave Urban DESIGN 4. Frio/Dorado/Hacala Sts Greenwood Dr Martin St Urban 5. Laguna Shores Rd Caribbean Dr Hustlin' Hornet Dr UA 6. Lipes Blvd Yorktown Blvd Sun Wood Dr CH2M Hill ➢ RFQ issued for Pre-Design- January 2018 ➢ 60% Designs complete by November 2018 B@ND Questions? "Continuing to Build Our Future" CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES AMENDMENT NO. 1 18041A S. Staples Street (Kostoryz Road to Baldwin Boulevard) The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director)and Hanson Professional Services, Inc., a Delaware corporation, 4501 Gollihar Road, Corpus Christi, Nueces County, Texas 78411 , (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL-----------------------------------------------------------------------3 ARTICLE III COMPENSATION----------------------------------------------------------------------------3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ----------------------------------------------------------------------5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION.........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT....................................................7 ARTICLE X OWNER REMEDIES -----------------------------------------------------------------------7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................10 EXHIBITS Page 1 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the% of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts,excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 31d party owners/operators. Page 2 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $1,154,128.14, for a restated total fee not to exceed $1,192,628.14. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Gep'si 01tapt shall 5S.-A-Mot a Rate Cnhead- to vnn4h their pFepesal City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three(3)days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis,the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. Page 3 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BYANYONE CLAIMING BY,THROUGH OR UNDERTHE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). Page 4 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project' refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Page 5 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins,within three days of receipt of such notice,to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 6 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit,examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four(4)years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement(Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts,vouchers, memoranda,time sheets, payroll records, policies, procedures,and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. Page 7 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21)calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant,whether for additional compensation,additional time or other relief,shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. Page 8 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation,the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement,the Party alleging such breach shall,as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contractor tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 I n case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. Page 9 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City,without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s)at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you Page 10 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Boycott Israel. As required by Chapter 2270, Government Code, Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel"means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI N PROFESSIONAL SERVICES, INC. CI - 2� July 26 2018 Jeff H. Edmonds, P. E. Date Omes Messmore, E. Date Director of Engineering Services /Senior Vice President 4501 Gollihar Road Corpus Christi, TX 78411 APPROVED AS TO LEGAL FORM (361) 814-9900 Office wrivera@hanson-inc.com Assistant City Attorney Date ATTEST City Secretary Date Page 11 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 18041A S. Staples Street (Kostorvz Road to Baldwin Boulevard) Accounting Unit 3551-051 Account 550950 Activity 18095-A-3551-EXP Account Category 50950 Fund Name ST 2015 GO BOND 2014 Page 12 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18041ASOUTH STAPLES FROM KOSTORYZ TO BALDWIN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Hanson Professional Services Inc, HANSON 4501 Gollihar Road Engineering I?lanning I Allied Services Corpus Christi,7X 76411 (361)614-9900 Fax:(361)814-4401 www.hanson-inc.com .lune 24, 2018 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi PO Box 9277 Corpus Christi, TX 78469-9277 Re: Scope of Services S. Staples Street— Baldwin Blvd to Kostorya Rd City Project No. 18041A Dear Mr. Edmonds, Hanson Professional Services, Inc. Hanson (HPS) is pleased to provide our Engineering Services proposal for this project. Our staff participated in the City's RFQ No. 2018-01 Project Kickoff Meeting on June 5, 2018 and we understand the scope may include, but not be limited to the following activities: Basic Services: Preliminary Phase. The Arch itect/Engineer-A/E (also referred to as Consultant) will: a) Hold Project Kick-off Meeting. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. b) Provide scope of geotechnical testing requirements to the City's Geotechnical Consultant. c) Review available reports, record drawings, utility maps and other information provided by the City pertaining to the project area. d) Develop preliminary requirements for utility relocations replacements or upgrades. Coordinate with the City's Project Manager and identify operating departments potential project needs. e) Develop preliminary street cross section to incorporate the Geotechnical Consultant's recommendations. Prepare conceptual life-cycle cost analysis with recommended pavement sections using FHWA Life Cycle Cost Analysis of pavements software. f) Identify right-of-way acquisition requirements and illustrate on a schematic strip map. g) Prepare preliminary opinions of probable construction costs for the recommended improvements. h) Develop drainage area boundary map for existing and proposed drainage areas served. EXHIBIT "A" Page 1 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 i) Conduct the hydraulic analysis to quantify the storm sewer design of existing and proposed systems. Include the analysis of inlet capacity. j) Identify electric and communication utility companies and private pipeline companies that may have existing facilities and must relocate to accommodate the proposed improvements. k) Coordinate with AEP, CPL and City Traffic Engineering to identify location of electrical power conduit for street lighting and traffic signalization. 1) Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues;. upon request or concurrence of the Project Manager, meet and coordinate with agencies such as TxDOT, RTA, USPS, Corpus Christi Independent School District community groups and TDLR. m) Prepare an Engineering Letter Report (20— 25 page main-body text document with supporting appendices) that documents the analysis, approach, opinions of probable construction costs, and document the work with text, tables, schematic-level exhibits and computer models or other applicable supporting documents required per City Plan Preparation Standards Contract Format (CPPSCF). Engineering Letter Report to include: 1. Provide a concise presentation of pertinent factors, sketches, designs, cross-sections, and parameters which will or may impact the design, including engineering design basis, preliminary layout sketches, construction sequencing, alignment, cross section, geotechnical testing report, right-of-way requirements, conformance to master plans, identification of needed additional services, identification of needed permits and environmental consideration, existing and proposed utilities, identification of quality and quantity of materials of construction, and other factors required for a professional design. 2. Include existing site photos. 3. Provide opinion of probable construction costs. 4. Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; meet and coordinate with agencies such as TxDOT, RTA, USPS, CCISD, community groups, TDLR. 5. Provide anticipated index of drawings and specifications. 6. The ELR will comply with Exhibit 13 — NEW Elements of a Design Memorandum (Revised December 2004) n) Submit one (1) copy in an approved electronic format, and three (3) paper copy of the Draft Engineering Letter Report. o) Participate in Project review meeting with City staff to review and receive City comments on the Draft Engineering Letter Report. EXHIBIT "A" Page 2 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 p) Assimilate all review comments of the Draft Engineering Letter Report and provide (1) Final Engineering Letter Report (ELR) (electronic and hard copies using City Standards as applicable) suitable for reproduction. q) Assist City in presenting summary of ELR findings to City-appointed capital project oversight to applicable committees or meetings. Prepare PowerPoint presentation, handouts and exhibits for meeting. City staff will provide electronic copies of the following information (as applicable and upon request): a) Feasibility Report prepared for the Project. b) Record drawings, record information of existing facilities, and utilities (as available from City Engineering files). c) The preliminary budget, specifying the funds available for construction. d) A copy of existing studies and plans. (as available from City Engineering files). e) Applicable Master Plans and GIS mapping are available on the City's website. f) Current Traffic Counts and peak hour turning movement counts. General Requirements and Understanding of scope: 1. The project limits are from Baldwin Boulevard to Kostoryz Road. The limits of work at Baldwin will be on the Northern side of the Staples Street Intersection including the intersection. The limits at Kostoryz Road will be on the Northern side of the Staples Street Intersection Not including the intersection. 2. During the preliminary design phase, the City will provide the geotechnical report. HPS will provide a recommended scope of geotechnical needs and boring locations. 3. All necessary level A subsurface utility engineering (SUE) services will be provided by the City. HPS will provide the City a recommended scope of level A SUE•= services and pothole locations. The initial SUE work will be provided to HPS for development of the 60%Submittal. Supplemental SUE work may be required prior to the 100%submittal. 4. The City will provide all traffic counts and peak hour turning movements counts necessary for the project design. HPS will provide the City with recommendations for this scope of work. 5. The City will perform all public outreach including scheduling and coordinating the agenda and presentation material for all public meetings. The City will prepare and mail out notices for the meetings to the affected stakeholders. HPS will participate in two (2) public meetings and provide exhibits. The City will provide all public outreach and citizen/stakeholder coordination during the design and construction of the project. The City staff will: EXHIBIT "A" Page 3 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 1. Designate an individual to have responsibility, authority, and control for coordinating activities for the project. 2. Provide the budget for the Project specifying the funds available for the construction contract. 3. Provide the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 4. Provide electronic index and database of City's record drawing and record information. 5. Provide requested record drawings, record information in electronic format as available from City Engineering files. 6. Provide a copy of existing studies and plans. (as available from City Engineering files). 7. Provide field location of existing city utilities. (A/E to coordinate with City Operating Department) 8. Provide applicable Master Plans and GIS mapping are available on the City's website. 9. City Control survey bench marks and coordinates. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed the A/E will: a) Provide coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and must be relocated to accommodate the proposed improvements. b) Provide assistance to identify testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). c) Prepare construction documents in City standard format for the work identified in the approved ELR. Construction plans to include improvements or modifications to the storm water, water and wastewater systems within the project limits. Include standard City of Corpus Christi detail sheets as appropriate. d) Prepare construction plans in compliance with City Plan Preparation Standards using English units on 11" x 17"plan sheets. 1. Prepare Traffic Control and Construction Sequencing Plans. The TCP will include construction sequencing, typical cross section and construction phasing plan sheets, warning and barricades, as well as standard sheets for barricades, traffic control plan, work zone pavement markings and signage (TCP to be Included under Additional Services). 2. Provide Storm Water Pollution Prevention Plan, including construction drawings. e) Furnish three (3) sets of the interim plans (60% submittal—electronic and half- sized (11"x17") hard copies using City Standards as applicable)to the City staff EXHIBIT "A" Page 4 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 for review and approval purposes with preliminary opinion of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities. Items to be provided with submittal: 1. Required with the interim plans is a "Plan Executive Summary" which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. 2. Completed Project Checklist. 3. Completed Drawings Review Checklist. 4. List of Specifications to be utilized on Project. f) Participate in Project 60% review meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and, upon Notice to Proceed. g) Furnish three (3) sets of the interim plans (90%submittal—electronic and half- size (11"x17") hard copies using City Standards as applicable) to the City staff for review and approval purposes with preliminary opinion of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities, Items to be provided with submittal: 1. Required with the interim plans is a "Plan Executive Summary" which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. 2. Submit City's red-lined set of review comments from the 60%Submittal 3. City Completed Project Checklist. 4. Completed Drawings Review Checklist. h) Participate in Project 90% review meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and, upon Notice to Proceed i) Provide three (3) sets of the final (100%) plans (unsealed and unstamped — electronic and hard copies using City Standards as applicable) for City's final review. Items to be provided with submittal: 1. Submit City's red-lined set of review comments from the 90%Submittal. 2. 100%Submittal of set of specifications and contract documents. 3. Opinion of Probable construction costs. 4. Project layout and hydraulic analysis sheet(s) EXHIBIT "A" Page 5 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 j) Assimilate all final review comments Upon approval by the Director of Engineering Services, provide one (1) set of the final plans and contract documents (electronic and half-sized hard copies using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the shared intellectual property ofthe City of Corpus Christi and the Consultant. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. k) Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the interim, pre-final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. Additional revisions or design submittals are required_ and within the scope of Consultant's duties under this contract if, in the opinion of the City Engineer or designee, Consultant has not adequately addressed City-provided review comments or provided submittals in accordance with City standards. 1) Prepare and submit Monthly Status Reports to the Project Manager each month with action items developed from monthly progress and review meetings. m) Prepare and submit monthly status reports to the Project Manager with action items developed from monthly progress and review meetings. n) Provide copy of contract documents along with appropriate fee to Texas Department of Licensing and Regulation (TDLR) for review and approval of accessibility requirements for pedestrian improvements (as authorized by Additional Services). o) Anticipated Drawing Register for the Staples Street (Baldwin Boulevard to Kostoryz Road is as follows: 1 Title Sheet 2 General Notes 3 General Notes 4 General Notes, Testing Schedule, & Drawing Legend 5 Sheet Plan Index and Alignment 6 Sheet Plan Index and Alignment 7 Sheet Plan Index and Alignment 8 Sheet Plan Index and Alignment 9 Estimate of Quantities 10 Existing and Proposed Concrete Pavement Section 1 of 6 11 Existing and Proposed Concrete Pavement Section 2 of 6 12 Existing and Proposed Concrete Pavement Section 3 of 6 13 Existing and Proposed Concrete Pavement Section 4 of 6 EXHIBIT "A" Page 6 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 14 Existing and Proposed Concrete Pavement Section 5 of 6 15 Existing and Proposed Concrete Pavement Section 6 of 6 16 Existing Topographic Pian 1 of 12 17 Existing Topographic Plan 2 of 12 18 Existing Topographic Plan 3 of 12 19 Existing Topographic Plan 4 of 12 20 Existing Topographic Plan 5 of 12 21 Existing Topographic Plan 6 of 12 22 Existing Topographic Plan 7 of 12 23 Existing Topographic Plan 8 of 12 24 Existing Topographic Plan 9 of 12 25 Existing Topographic Plan 10 of 12 26 Existing Topographic Plan 11 of 12 27 Existing Topographic Plan 12 of 12 28 Storm Water Drainage Area 29 Proposed Storm Water Analysis 30 Demolition Plan 1 of 5 31 Demolition Plan 2 of 5 32 Demolition Plan 3 of 5 33 Demolition Plan 4 of 5 34 Demolition Plan 4 of 5 35 Traffic Control Plan-Construction Sequence of Work 1 of 4 36 Traffic Control Plan-Construction Sequence of Work 2 of 4 37 Traffic Control Plan-Construction Sequence of Work 3 of 4 38 Traffic Control Plan-Construction Sequence of Work 4 of 4 39 Txdot-Traffic Control Plan Long Term Closure 40 Traffic Control Plan General Notes 41 Advance Warning Plan 42 Advance Warning Plan 43 Existing Water System Basemap 44 Existing Water System Basemap 45 Existing Wastewater System Basemap 46 Existing Wastewater System Basemap 47 Existing Stormwater System Basemap 48 Existing Stormwater System Basemap 49 Existing Gasline System Basemap 50 Existing Gasline System Basemap 51 Pertinate Environmental Sitemap 52 Street and Storm Water Plan and Profile 1 of 12 53 Street and Storm Water Plan and Profile 2 of 12 54 Street and Storm Water Plan and Profile 3 of 12 55 Street and Storm Water Plan and Profile 4 of 12 EXHIBIT "A" Page 7 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 56 Street and Storm Water Plan and Profile 5 of 12 57 Street and Storm Water Plan and Profile 6 of 12 58 Street and Storm Water Plan and Profile 7 of 12 59 Street and Storm Water Plan and Profile 8 of 12 60 Street and Storm Water Plan and Profile 9 of 12 61 Street and Storm Water Plan and Profile 10 of 12 62 Street and Storm Water Plan and Profile 11 of 12 63 Street and Storm Water Plan and Profile 12 of 12 64 Storm Water Profile Right 1 of 3 65 Storm Water Profile Right 2 of 3 66 Storm Water Profile Right 3 of 3 67 Storm Water Laterals 1 of 7 68 Storm Water Laterals 2 of 7 69 Storm Water Laterals 3 of 7 70 Storm Water Laterals 4 of 7 71 Storm Water Laterals 5 of 7 72 Storm Water Laterals 6 of 7 73 Storm Water Laterals 7 of 7 74 Curb Ramp Plans and Intersections 1 of 10 75 Curb Ramp Plans and Intersections 2 of 10 76 Curb Ramp Plans and Intersections 3 of 10 77 Curb Ramp Plans and Intersections 4 of 10 78 Curb Ramp Plans and Intersections 5 of 10 79 Curb Ramp Plans and Intersections 6 of 10 80 Curb Ramp Plans and Intersections 7 of 10 81 Curb Ramp Plans and Intersections 8 of 10 82 Curb Ramp Plans and Intersections 9 of 10 83 Curb Ramp Plans and Intersections 10 of 10 84 RTA Sus Stop Pad Plans 85 RTA Bus Stop Pad Details 86 Miscellaneous Asphalt Pavement Details 87 Continuous Reinforced Concrete Section and Details 88 Continuous Reinforced Concrete Details 1 of 2 89 Continuous Reinforced Concrete Details 2 of 2 90 Storm Water Misc Details 1 of 2 91 Storm Water Misc Details 2 of 2 92 Water-Wastewater and Gas Plan and Profile 1 of 12 93 Water-Wastewater and Gas Plan and Profile 2 of 12 94 Water-Wastewater and Gas Plan and Profile 3 of 12 95 Water-Wastewater and Gas Plan and Profile 4 of 12 96 Water-Wastewater and Gas Plan and Profile 5 of 12 97 Water-Wastewater and Gas Plan and Profile 6 of 12 EXHIBIT "A" Page 8 of 18 i Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 98 Water-Wastewater and Gas Plan and Profile 7 of 12 99 Water-Wastewater and Gas Plan and Profile 8 of 12 100 Water-Wastewater and Gas Plan and Profile 9 of 12 101 Water-Wastewater and Gas Plan and Profile 10 of 12 102 Water-Wastewater and Gas Plan and Profile 11 of 12 103 Water-Wastewater and Gas Pian and Profile 12 of 12 104 Wateline Laterals 1 of 16 I 105 Wateline Laterals 2 of 16 106 Wateline Laterals 3 of 16 107 Wateline Laterals 4 of 16 108 Wateline Laterals 5 of 16 109 Wateline Laterals 6 of 16 110 Wateline Laterals 7 of 16 111 Wateline Laterals 8 of 16 112 Wateline Laterals 9 of 16 113 Wateline Laterals 10 of 16 114 Wateline Laterals 11 of 16 115 Wateline Laterals 12 of 16 116 Wateline Laterals 13 of 16 117 Wateline Laterals 14 of 16 118 Wateline Laterals 15 of 16 119 Wateline Laterals 16 of 16 120 Wastewater Details 1 of 2 121 Wastewater Details 2 of 2 122 Striping Plan 1 of 5 123 Striping Plan 2 of 5 124 Striping Plan 3 of 5 125 Striping Plan 4 of 5 126 Striping Pian 5of 5 127 Signage Plan 1 of 5 128 Signage Plan 2 of 5 129 Signage Plan 3 of 5 130 Signage Plan 4 of 5 131 Signage Plan 5 of 5 132 Storm Water Pollution Prevention Plan 1 of 5 133 Storm Water Pollution Prevention Plan 2 of 5 134 Storm Water Pollution Prevention Plan 3 of 5 135 Storm Water Pollution Prevention Plan 4 of 5 136 Storm Water Pollution Prevention Plan 5 of 5 137 Storm Water Pollution Prevention Plan Notes 1 of 2 138 Storm Water Pollution Prevention Plan Notes 2 of 2 139 Storm Water Pollution Prevention Plan Details EXHIBIT "A" Page 9 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 140 COCC - Concrete Pavement Standard Details 141 COCC - Pedestrian Curb Ramp Details 142 COCC - Pedestrian Curb Ramp Details 143 COCC - Pedestrian Curb Ramp Details 144 COCC - Pedestrian Curb Ramp Details 145 COCC - Driveways Standard Details 146 COCC- Driveways Standard Details 147 COCC- Driveways Standard Details 148 COCC- C&G, Sidewalk Standard Details 149 Crosswalk Pavement Marking Details 150 COCC-Water Standard Details 151 COCC - Water Standard Details 152 COCC - Water Standard Details 153 COCC - Water Standard Details 154 COCC - Water Standard Details 155 COCC - Wastewater Standard Details 156 COCC - Wastewater Standard Details 157 COCC - Wastewater Standard Details 158 COCC - Wastewater Standard Details 159 COCC - Storm Water Standard Details 160 COCC - Storm Water Standard Details 161 COCC - Storm Water Standard Details 162 COCC - Storm Water Pollution Prevention Plan 163 COCC - Storm Water Pollution Prevention Plan 164 COCC - Storm Water Pollution Prevention Plan 165 Barricade and Construction BC (1) - 14 166 Barricade and Construction BC (2) - 14 167 Barricade and Construction BC (3) - 14 168 Barricade and Construction BC (4) - 14 169 Barricade and Construction BC (5) - 14 170 Barricade and Construction BC (6) - 14 171 Barricade and Construction BC (7) - 14 172 Barricade and Construction BC (8) - 14 173 Barricade and Construction BC (9) - 14 174 Barricade and Construction BC (10) - 14 175 Barricade and Construction BC (11) - 14 176 Barricade and Construction BC (12) - 14 177 Traffic Control Plan TCP (2-1) - 12 178 Traffic Control Plan TCP (2-2) - 12 179 Traffic Control Plan TCP (2-3) - 12 180 Traffic Control Plan TCP (2-4) - 12 181 Work Zone Short Term WZ (STPM) - 13 EXHIBIT "A" Page 10 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 The City Staff will: a) Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. b) Provide the budget for the Project specifying the funds available for the construction contract. c) Provide the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. Bid Phase. The A/E will: a) Participate in the pre-bid conference and provide a meeting agenda for critical construction activities and elements impacted the project. b) Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. c) Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format for the Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d) Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. e) In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re-advertise that particular portion of the Project for bids. The City staff will: a) Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b) Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the A/E) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. c) Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. d) Prepare, review and provide copies of the contract for execution between the City and the contractor. Construction Administration Phase. The A/E will perform construction administration activities on a time and materials basis to include the following: EXHIBIT "A" Page 11 of 18 Mr. Jeff Edmonds, R.E. Director of Engineering Services City of Corpus Christi June 24, 2018 a) Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b) Review, Contractor submittals and operating and maintenance manuals for conformance to contract documents. c) Review and interpret field and laboratory tests. d) Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e) Make regular site visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f) Attend final inspection with City staff and provide the City with a Certificate of Completion for the project upon successful completion of the project. g) When requested by City, assist in addressing Request for Information (RFI)that may be submitted by the Contractor. h) Review Contractor-provided construction "red-line" drawings. Prepare Project record drawings and provide a reproducible set and electronic file (AutoCAD r.14 or later) within two (2) months of final acceptance of the project. All drawings shall be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City Staff will: a) Prepare applications/estimates for payments to contractor. b) Conduct the final acceptance inspection with the Engineer. Additional Services: 1. Permit Preparation. Furnish the City all engineering data and documentation necessary for all required permits. The A/E will prepare this documentation for all required signatures. The A/E will prepare and submit identified permits as applicable to the appropriate local, state, and federal authorities, including: a) NPDES Permit/Amendments (including SSC, NQI NOT) b) Texas Department of Licensing and Regulation (TDLR) EXHIBIT "A" Page 12 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 2. Right-of-Way Acquisition Survey. (TO BE AUTHORIZED) All work must comply with Category 1-A, Condition 1 specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. All work must be tied to and in conformance with the City's Global Positioning System (GPS) control network. All work must comply with all TxDOT requirements as applicable. a) Perform surveys to determine apparent right-of-way widths. b) Research plats, ROW maps, deed, easements and survey for fence corners, monuments, and iron pins within the existing ROW and analyze to establish existing apparent ROW. A/E must obtain Preliminary Title Reports from a local title company and provide copies of the title reports to the City. Preliminary Title Report shall identify title ownership and any title encumbrances to all right-of-way to be acquired. c) Provide a preliminary base map containing apparent ROW, which will be used by the A/E to develop the proposed alignment and its position relative to the existing and proposed ROW. This preliminary base map must show lot or property lines, land ownership and addresses as per appraisal district records. d) Prepare individual signed and sealed parcel maps and legal descriptions for the required right of way acquisition for parcels and easements. A strip map showing all parcels required will be submitted along with parcel descriptions. Additional fees may be required in resolving boundary conflicts between Owners. 3. Topographic Survey. All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition 1 specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include references tying Control Points to a minimum of 2 Registered Benchmark Monuments in the vicinity of the Project that will not be disturbed by construction. a) Establish Horizontal and Vertical Control. b) Establish both primary and secondary horizontal/vertical control. c) Set project control points for Horizontal and Vertical Control outside the limits of project construction disturbance. d) Horizontal control will be based on NAD 83 State plan coordinates (South Zone), and the data will have no adjustment factor applied—i.e.—the coordinate data will remain in grid. e) Vertical control will be based on NAVD 88. f) All control work will be established using conventional (non-GPS) methods. Perform topographic surveys to gather existing condition information. g) Locate proposed soil/pavement core holes as drilled by the City's Geotechnical Engineering Consultant. h) Obtain x y and z coordinates of all accessible existing wastewater, storm water, water, and gas lines as well as any other lines owned by third-parties and locate all EXHIBIT "A" Page 13 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 visible utilities,wells, and signs within the apparent ROW width along project limits. Survey shall include markings from the 811 request. Surveying services, related to level A subsurface utility engineering (SUE) shall be provided by the City's SUE consultant. i) Locate improvements within the apparent ROW. J) Locate and identify trees, at least five inches in diameter, and areas of significant landscape or shrubs within the apparent ROW. k) Generate electronic planimetric base map for use in project design. 1) Obtain finished floor elevations of buildings along the roadway corridor. m) The survey should not stop at the property line, but should extend beyond the property line as needed to pick up features and surface flow patterns in the vicinity of the Project that could potentially impact the design or be impacted by the construction. This includes features such as existing swales or ditches,foundations, loading docks/overhead doors, driveways, parking lots, etc. within 20' of the property line. 4. Environmental Issues. Prepare a Regulatory Screening Assessment for the area in close proximity to the proposed street section. Issue a letter report outlining the findings. Other environmental services are not included. 5. Public Involvement. Participate in two (2) public meetings. One public meeting shall be held after submittal of the Final Engineering Letter Report and one public meeting shall be held prior to start of project construction. Prepare required exhibits for meetings. The City will schedule and coordinate the agenda and presentation material for the public meetings and prepare and mail out all notices for the meetings to the affected stakeholders. The City will schedule and coordinate the agenda and presentation material for the public meetings. The City will provide all public outreach and citizen/stakeholder coordination during the design and construction of the project including one-on-one stakeholder meetings. 6. Construction Observation Services. (NOT AUTHORIZED) To be Determined 7. Traffic Control. Provide traffic control design to allow for construction of all proposed improvements. Consultant shall provide for the design of advance warning signage, traffic control phases and associated details for the implementation of all planned traffic control measures. The Traffic Control Plan will include construction sequencing, typical cross section, construction phasing sheets, warning and barricades, as well as standard sheets for barricades, traffic control plan, work zone pavement markings and signage. 8. Signalization Improvements. Prepare signalization plans, specifications and estimate for the traffic signals and pedestrian signal improvements at: EXHIBIT "A" Page 14 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 1. Baldwin Boulevard at Staples Street, 2. Louisiana Boulevard at Staples Street. 3. Annapolis Drive/Texas Avenue at Staples Street. The existing signal poles and mast arms will remain at each intersection and will be integrated into proposed improvements. Signalization systems will be upgraded at each location. Develop design elements using City of Corpus Christi design criteria in TxDOT format and standards. Anticipated Drawing Register for Signalization improvement design is as follows: • Baldwin Signalization Plan + Baldwin Traffic Signal Summary • Louisiana Signalization Plan + Louisiana Traffic Signal Summary + Annapolis/Texas Signalization Plan + Annapolis/Texas Traffic Signal Summary • TxDOT Signalization Standard Details 9. Street Lighting : An assessment of the existing street lighting system as it compares to the draft lighting guidelines will be conducted. The findings will be incorporated into the ELR as a reference document. There are no design services included as part of the street lighting assessment. 10. Warranty Phase. Provide a maintenance guaranty inspection toward the end of the one-year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. EXHIBIT "All 73 Page 15 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 PROJECT SCHEDULE Date Activity June 2018 HPS Notice to Proceed August 2018 Draft ELR Submittal August 2018 City ELR Review October 2018 Final ELR Submittal November 2018 60% Design Submittal November 2018 City Review January 2019 90%Submittal January 2019 City Review February 2019 100%Submittal February 2019 City Review March 2019 Final Submittal April 2019 Advertise for Bids April 2019 Pre-Bid Conference May 2019 Receive Bids June 2019 Contract Award August 2019 Begin Construction August 2021 Complete Construction If HPS's services are delayed through no fault of HPS, HPS shall be entitled to adjust contract schedule consistent with the number of days of delay. EXHIBIT "A" Page 16 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 Hanson Professional Services Inc. proposes to perform the scope of services listed above for the lump-sure fee of$1,192,628.14, as shown in the table below: Basic Service Fees Original Amendment New Contract Contract One Amount 1. Preliminary Phase $20,000.00 $ 99,314.00 $119,314.00 2. Design Phase $679,801.50 $679,801.50 3. Bid Phase $ 17,756.00 $17,756.00 4. Construction Administration $1.00,000.00 $100,000.00 Phase (Time and Materials) Subtotal Basic Services Fees $20,000.00 $896,871.50 $916,871.50 Additional Services 1. ADA $3,904.00 $3,904.00 Permit Preparation (AUTHORIZED) 2. Right-of-Way Acquisition Survey. To be (TO BE AUTHORIZED) Determined 3. Topographic Survey $15,000.00 $42,000.00 $57,000.00 (AUTHORIZED) 4. Environmental Issues $6,672.00 $6,672.00 5. Public Meetings (AUTHORIZED) $12,498.00 $12,498.00 6. Construction Observation Services To Be (NOT AUTHORIZED) Determined 7. Traffic Control Plan (AUTHORIZED) $96,960.00 $96,960.00 8. Signalization Improvements $81,314.64 $81,314.64 (AUTHORIZED) 9. Street Lighting assessment $5,000.00 $5,000.00 (AUTHORIZED) 10. Warranty Phase (AUTHORIZED) $8,908.00 $8,908.00 11. Geotechnical Coordination $3,500.00 $3,500.00 Sub-Total Additional Services Fees $18,500.00 $257,256.64 $275,756.64 Total Authorized Fee $38,500.00 $1,154,128.1.4 $1,192,628.14 EXHIBIT "Al' Page 17 of 18 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi June 24, 2018 We look forward to working with your team on this project. Please feel free to contact meat 361- 814-9900 if you have any questions. Sincerely, Hanson Professi rvices Inc. 6�_w�Klx_ � Wilfredo Rivera, Jr., P.E. Assistant Vice-President 1:\18jobs\18L0009C\Admin\03-Proposal\Exhibit A-City Project 18041A(072318),docx EXHIBIT "A" Page 18 of 18 EXHIBIT B SAMPLE PAYMENT REQUEST FORM Sample form for: COMPLETE PROJECT NAME Payment Request Rev5edp7r27too Project No.XXXX Invoice No.12345 Invoice Date: Total Amount Previous Total Percent Basic Services: Contract Amd No. 1 Amid No.2 Contract Invoiced Invoice Invoice Complete Preliminary Phase $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% Design Phase 2,000 1,000 0 3,000 1,000 500 1,500 50% Bid Phase 500 0 250 750 0 0 0 0% Construction Phase 2,500 0 1,000 3,500 0 0 0 0% Subtotal Basic Services $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services: Permitting $2,000 $0 $0 $2,000 $500 $0 $500 25% Warranty Phase 0 1,120 0 1,120 0 0 0 0% Inspection 0 0 1,627 1,627 0 0 0 0% Platting Survey TBD TBD TBD TBD TBD TBD TBD 0% O& M Manuals TBD TBD TBD TBD TBD TBD TBD 0% SCADA TBD TBD TBD TBD TBD TBD TBD 0% Subtotal Additional Services $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% Summary of Fees Basic Services Fees $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services Fees 1 2,000 1,120 1,627 4,747 500 0 500 11% Total of Fees 1 $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% Contract for Professional Services EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1 ,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1 .3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 Contract for Professional Services 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Contract for Professional Services EXHIBIT D Excerpt from Corpus Christi General Conditions for Construction Projects Related to Design Services Contract for Professional Services Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology.......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22—Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26—Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29—Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from Form 00 72 00 General Conditions- 1 Rev 18-2 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi(City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from Form 00 72 00 General Conditions-2 Rev 18-2 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from Form 00 72 00 General Conditions-3 Rev 18-2 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition -The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from Form 00 72 00 General Conditions-4 Rev 18-2 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner -The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from Form 00 72 00 General Conditions-5 Rev 18-2 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor -An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from Form 00 72 00 General Conditions-6 Rev 18-2 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work- Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from Form 00 72 00 General Conditions-7 Rev 18-2 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from Form 00 72 00 General Conditions-8 Rev 18-2 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions-9 Rev 18-2 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from Form 00 72 00 General Conditions- 10 Rev 18-2 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from Form 00 72 00 General Conditions- 11 Rev 18-2 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. Excerpt from Form 00 72 00 General Conditions- 12 Rev 18-2 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from Form 00 72 00 General Conditions- 13 Rev 18-2 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from Form 00 72 00 General Conditions- 14 Rev 18-2 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from Form 00 72 00 General Conditions- 15 Rev 18-2 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. S. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from Form 00 72 00 General Conditions- 16 Rev 18-2 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from Form 00 72 00 General Conditions- 17 Rev 18-2 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from Form 00 72 00 General Conditions- 18 Rev 18-2 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from Form 00 72 00 General Conditions- 19 Rev 18-2 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from Form 00 72 00 General Conditions-20 Rev 18-2 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from Form 00 72 00 General Conditions-21 Rev 18-2 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from Form 00 72 00 General Conditions-22 Rev 18-2 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES AMENDMENT NO. 1 18029A Lipes Boulevard (Yorktown Boulevard to Staples Street) The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director)and CH2M Hill Engineers, Inc., a Delaware corporation, 555 N. Carancahua Street, Suite 310, Corpus Christi, Nueces County, Texas 78401 , (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL-----------------------------------------------------------------------3 ARTICLE III COMPENSATION----------------------------------------------------------------------------3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ----------------------------------------------------------------------5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION.........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT....................................................7 ARTICLE X OWNER REMEDIES -----------------------------------------------------------------------7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................10 EXHIBITS Page 1 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the% of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts,excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 31d party owners/operators. Page 2 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $312,300, for a restated total fee not to exceed $361,990. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Gep'si 01tapt shall 5S.-A-Mot a Rate Cnhead- to vnn4h their pFepesal City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three(3)days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis,the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. Page 3 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BYANYONE CLAIMING BY,THROUGH OR UNDERTHE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). Page 4 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project' refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Page 5 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins,within three days of receipt of such notice,to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 6 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit,examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four(4)years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement(Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts,vouchers, memoranda,time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the Page 7 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21)calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant,whether for additional compensation,additional time or other relief,shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with Page 8 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation,the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement,the Party alleging such breach shall,as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contractor tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 I n case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. Page 9 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City,without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s)at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. Page 10 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Boycott Israel. As required by Chapter 2270, Government Code, Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel"means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI CH2M HILL ENGINEERS, INC. �— 7-30-18 Jeff H. Edmonds, P. E. Date Glen McCabe, P. E. Date Director of Engineering Services Vice President 5985 Rodgerdale Road Houston, TX 77072 APPROVED AS TO LEGAL FORM (832) 351-7352 Office glen.mccabe@jacobs.com Assistant City Attorney Date ATTEST City Secretary Date Page 11 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 18029A Lipes Boulevard (Yorktown Boulevard to Staples Street) Accounting Unit 3551-051 Account 550950 Activity 18095-A-3551-EXP Account Category 50950 Fund Name ST 2015 GO Bond 2014 Page 12 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18029A LIPES BLVD FROM YORKTOWN TO STAPLES BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC EXHIBIT "A" CITY OF CORPUS CHRISTI, TEXAS LIPES BLVD FROM YORKTOWN BLVD TO SUN WOOD DR (BOND 2018) PROJECT NO. E18029A I. SCOPE OF SERVICES A. BASIC SERVICES For the purpose of this contract, Preliminary Phase may include Schematic Design and Design Phase services may include Design Development as applicable to Architectural services. 1. Preliminary Phase. The Arch itect/E ngi neer-A/E (also referred to as Consultant) will: a) Procure PGWe FPGiRt P FeSQAt;_;ti G_.A ire Gity fe Finat f9r Gity QG 1RGil MeetiRg b) Participate in Project Kick-off Meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. C) Provide scope of geotechnical testing requirements to the City's Geotechnical Consultant. d) Request and review available reports, record drawings, utility maps and other information provided by the City pertaining to the project area. e) Develop preliminary requirements for utility relocations replacements or upgrades. Coordinate with the City's Project Manager and identify operating departments potential project needs. f) Develop preliminary street cross section recommendations. Prepare conceptual life-cycle cost estimate with recommended pavement sections using Federal Highway Administration (FHWA) Real Cost Program and provide data in the Engineering Letter Report. g) Identify right-of-way acquisition requirements and illustrate on a schematic strip map. h) Prepare preliminary opinions of probable construction costs for the recommended improvements. i) Develop drainage area boundary map for existing and proposed drainage areas served. D Conduct hydraulic analysis to quantify the capacity of the existing storm water system including analysis of inlet capacity. k) Identify electric and communication utility companies and private pipeline companies that may have existing facilities and must relocated to accommodate the proposed improvements. 1) Coordinate with AEP and City Traffic Engineering to identify location of electrical power conduit for street lighting and traffic signalization. m) Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; upon request or concurrence of the Project Manager, meet and coordinate with agencies such as RTA, GDBG, USPS, affected school districts (CCISD FBISD, etc.) community groups, TDLR, etc. n) Identify and recommend public outreach and community stakeholder requirements. o) ReVieW Gita=-p,FGVided p elim�yT�{tee—iMP;_;Gt assess r+eRt aea--PFevide ron�mmorrl�4i�r fel: ipteg FatiGR aRGI/G_r ;dGiEtir_rR;1 Feq iiFe McRts as appFepriate. EXHIBIT"A" Page 1 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes Bvd-EXHIBIT A.docx P) Prepare an Engineering Letter Report(20—25 page main-body text document with supporting appendices) that documents the analyses, approach, opinions of probable construction costs, and document the work with text, tables, schematic- level exhibits and computer models or other applicable supporting documents required per City Plan Preparation Standards Contract Format (CPPSCF).Engineering Letter Report to include: 1. Provide a concise presentation of pertinent factors, sketches, designs, cross- sections, and parameters which will or may impact the design, including engineering design basis, preliminary layout sketches, construction sequencing, alignment, cross section, geotechnical testing report, right-of-way requirements, conformance to master plans, identification of needed additional services, identification of needed permits and environmental consideration, existing and proposed utilities, identification of quality and quantity of materials of construction, and other factors required for a professional design. 2. Include summary output tables from Hydraulic and Hydrologic analyses. 3. Include existing site photos. 4. Provide opinion of probable construction costs. 5. Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; meet as City agent or with City participation and coordinate with agencies such as RTA, CDBG, USPS, CCISD, community groups, TDLR, etc. 6. Provide an analysis on project impacts towards "re-engineering" and effects on cost savings toward City operations, which this project will affect. 7. Provide anticipated index of drawings and specifications. 8. Provide a summary table & required ROW parcels q) Submit one (1) copy in an approved electronic format, and three (3) paper copies of the Draft Engineering Letter Report. The ELR will comply with Exhibit 13 — New Elements of a Design Memorandum (Revised December 2004). r) Submit analysis results and calculations used to analyze drainage. S) Participate in Project review meeting with City staff to review and receive City comments on the Draft Engineering Letter Report as scheduled by City Project Manager. t) Assimilate all City review comments of the Draft Engineering Letter Report and provide one (1) set of the Final Engineering Letter Report (ELR) (electronic and hard copies using City Standards ays�,applicable) suitable for reproduction. mmi tee apd_ the -Fa-rr vF&_;tG_nr4cicirc)ry (TAG). PF ,ire D�et�eseet ni G_iR r haRGIG he—� Rd e�chihi4�sFGF PFE) nrle fel!GW 61P ,-- ,et�e � � ,, �,meetT +pn. a RGI Fe GPGRco tG GA-M r ARtS City staff will provide electronic copies of the following information (as applicable and upon request): a) Electronic index and database of City's record drawing and record information. b) Requested record drawings, record information in electronic format as available from City Engineering files. b) The preliminary budget, specifying the funds available for construction. C) A copy of existing studies and plans. (as available from City Engineering files). d) Fi Inn�t�rrv�e�TrrtRn "c�--v c�yalt+es. (Aa�E tenn�w mate with Gity QpeFatiRg nor Tf EXHIBIT"A" Page 2 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes Bvd-EXHIBIT A.docx e) Applicable Master Plans and GIS mapping are available on the City's website. f) Gity C`GRtFGI ci 1FYe i BeRIGh marks ;-;Ad- rueerrfipatoc g) Copy of Geotechnical Testing Report. h)P-elimiRaFy Traffin irnpar--t Qrv-servs�epr i) Traffic Counts. The records provided for A/E's use under this contract are proprietary, copyrighted, and authorized for use only by A/E, and on/v for the intended purpose of this project. Any unauthorized use or distribution of the records provided under this contract is strictly prohibited. 2. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed, the A/E will: a) Provide coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and that must be relocated to accommodate the proposed improvements. b) Provide assistance to identify testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). C) Develop drainage area boundary map for existing and proposed drainage areas served. Conduct the hydraulic analysis to quantify the storm sewer design of existing and proposed systems. Include the analysis of inlet capacity (if applicable). Submit analysis, results and calculations used to analyze drainage. d) Prepare construction documents in City standard format for the work identified in the approved ELR. Construction plans to include improvements or modifications to the storm water, water and wastewater systems within the project limits. Include standard City of Corpus Christi detail sheets as appropriate. e) Prepare construction plans in compliance with CPPSCF using English units on 11"x 17". 1. Prepare Traffic Control and Construction Sequencing Plans. The TCP will include construction sequencing, typical cross section and construction phasing plan sheets, warning and barricades, as well as standards sheets for barricades, traffic control plan, work zone pavement markings and signage. 2. Provide Storm Water Pollution Prevention Plan, including construction drawings. f) Furnish three (3) set of the interim plans (60% submittal - electronic and hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities. 1. Required with the interim plans is a "Plan Executive Summary, Project Checklist, & Drawing Checklist", which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. 2. Completed project Checklist. 3. Completed Drawings Review Checklist. 4. List of Specifications to be utilized on Project. 5. Attend 60% submittal meeting with City Staff to assist staff in review of 60% submittal. EXHIBIT"A" Page 3 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes Bvd-EXHIBIT A.docx g) Participate in Project 60% review meeting. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and, upon Notice to Proceed. h) Provide three (3) set of the pre-final plans and bid documents (90% submittal - electronic and hard copy using City Standards as applicable) to the City staff for review and approval purposes with revised estimates of probable costs. Plan execution summary, project checklist, responses to 60% comments, contract documents and plan checklist. i) Participate in Project 90% review meeting. Prepare and distribute meeting minutes to attendees within five working days of the meeting. Assimilate all review comments, and incorporate any requirements into the plans and specifications, and advise City of responding and non-responding participants as appropriate and, upon Notice to Proceed. D Provide three (3) set of the final (100%) plans (unsealed and unstamped - electronic and half-size hard copy using City Standards as applicable) for City's final review. k) Participate in Project 100% review meeting. Prepare and distribute meeting minutes to attendees within five working days of the meeting. Assimilate all review comments, and incorporate any requirements into the plans and specifications, and advise City of responding and non-responding participants as appropriate. Begin bid plans and specifications upon Notice to Proceed. 1) Provide one (1) set of the bid plans and contract documents (electronic and half-size hard copy using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the shared intellectual property of the City of Corpus Christi and the Consultant. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. m) Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that all submittals of the interim, pre-final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. Additional revisions or design submittals are required (and within the scope of Consultant's duties under this contract) if, in the opinion of the City Engineer or designee, Consultant has not adequately addressed City- provided review comments or provided submittals in accordance with City standards.. n) Prepare and submit Monthly Status Reports to the Project Manager no later than the last Wednesday of each month with action items developed from monthly progress and review meetings. o) Provide copy of contract documents along with appropriate fee to Texas Department of Licensing and Regulation (TDLR) for review and approval of accessibility requirements for pedestrian improvements (as authorized by Additional Services). The City staff will: a) Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. b) Provide the budget for the Project specifying the funds available for the construction contract. EXHIBIT"A" Page 4 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes Bvd-EXHIBIT A.docx C) Provide electronic copy the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 3. Bid Phase. The A/E will: a) PI epa �f rizG7ly;tGrnyrtc ce t+sQ (°�T b) Participate in the pre-bid conference and provide a meeting agenda for critical construction activities and elements impacted the project. C) Assist the City in solicitation of bids by identification of prospective bidders. d) Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. e) Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. f) In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re-advertise that particular portion of the Project for bids. a\ PFepaFe A@epd;; 54omerappla ;;Pd PGWe FPGiRt ProCO N4aR41G-N OR Gity format fir Qity `J' (''ni innil Moo4inn The City staff will: a) Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b) Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the A/E) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. C) Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. d) Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Administration Phase. The A/E will perform contract administration activities on a time and material basis to include the following: a) Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b) Review, Contractor submittals and operating and maintenance manuals for conformance to contract documents. C) Review and interpret field and laboratory tests. d) Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e) Make regular visits (bi-weekly) to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. EXHIBIT"A" Page 5 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes Bvd-EXHIBIT A.docx 1. The presence or duties of Engineer's personnel at a construction site, whether as onsite representatives or otherwise, do not make Engineer or Engineer's personnel in any way responsible for those duties that belong to Owner and/or the construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the construction Contract Documents and any health or safety precautions required by such construction work. 2. Engineer and Engineer's personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions and are not contractually obligated under this Agreement to inspect a city construction contractor, its subcontractors, or the personnel of any or either of them, for health and safety concerns. 3. The presence of Engineer's personnel at a construction site is for the Engineer to provide the Owner with review and input regarding whether the completed construction work will conform generally to the construction documents and whether the integrity of the design concept as reflected in the construction documents has been implemented and preserved by the construction contractor(s). Engineer neither guarantees the performance of the construction contractor(s) nor assumes responsibility for construction contractor's failure to perform work in accordance with the construction documents. f) Provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g) Review, evaluate and recommend for City consideration Contractor Value Engineering proposal. h) Attend final inspection with City staff, provide punch list items to the City's Construction Engineers for contractor completion, and provide the City with a Certificate of Completion for the project upon successful completion of the project. i) Review Contractor-provided construction "red-line" drawings. Prepare Project record drawings and provide a reproducible set and electronic file (AutoCAD r.14 or later) within two (2) months of final acceptance of the project. All drawings shall be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. D When requested by City, assist in addressing Request for Information (RFI) that may be submitted by the Contractor. The City staff will: a) Prepare applications/estimates for payments to contractor. b) Conduct the final acceptance inspection with the Engineer. C) Provide Consultant the construction "red-line" drawings. EXHIBIT"A" Page 6 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes Bvd-EXHIBIT A.docx B. ADDITIONAL SERVICES This section defines the scope of additional services that may only be included as part of this contract if authorized by the Director of Engineering Services. A/E may not begin work on any services under this section without specific written authorization by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E shall, with written authorization by the Director of Engineering Services, perform the following: 1. Permit Preparation. Furnish the City all engineering data and documentation necessary for all required permits. The A/E will prepare this documentation for all required signatures. The A/E will prepare and submit identified permits as applicable to the appropriate local, state, and federal authorities, including: a Union Danifin Railread Misse,iri Railread er an i ether roilread eperatinn in 0 t+h�a T-xDQT i itility aR d eRVireRmeRtaI permits mi iltiple i ice agFeemeptc A /t/ \ r� et1;;Pdc nLQ1ieer� er� tierlylD,term it T p. a perar„ DiS`I;arge Permit A NPDRRLQr t/nMtQA eRtG .I I IIr ccr nlnl nl/lT\ f. Texas Commission of Environmental Quality (TCEQ) Permits/Amendments. Consultant will prepare NOI for signature by City's responsible party. a f�li lanes (`ni inti h Tev;; 01; � cc Werinl r-Amm 06606 R (TI-19) n. i I I C Cich ;;Ad \/ 0IdIife Cer line /I ICC\/\/C\ i U.S.C Army (;eros of Cnnineerc (USAG-E4 k. I INltei-f Ctetec F=A,x0rLgP mLQAt;; 1 I 1 DretentiGR AneRGY / CCDA\ I. Texas Department of Licensing and Regulation (TDLR ) � Teves (`_enerol I enr! (lffine /T(`_I (l\ r Other ageRGY Preient GpeGAG Permit& n. , GGit ISpeGifin T f the Teves Cnnieti of Drnfeccinnel Ci ioieyGF6' MARL Alof nrl , �eierkm,iSt nemehi With ;II TvT-_DQrens iirements as appliGAble a) per 5_;-_I6 to deteFMiRe appaFeRt Fight-ef way widths. hb) ReseanGh plats ROW maps, deed ee t er r! FVe y fuer farina nerr�erc case{�el�is-cTrnrstl,vc�,vr-rc„cc-vvn�c�.r, mens imeotcenrJ iron oinc Viithin the eviction R(1\/\/ enrf analyze to ectehlich e)RFev+de a ffeliMiRaFy base map GGRtAir e-pt ROW, e hinh V.4011 he bed by andereee6ed ROW This er�mioery hese map mi i n ni In r erne i line crPrcrPv ROW Thr a a�-n ra vw�v rPFE)P y�Trrc I�ri-! enirerchiraRGI addFessec as per -pp,-,--. rlictri nt reneri-!c 3. Topographic Survey. All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include references tying Control Points to a minimum of 2 registered Benchmark Monuments in the vicinity of the Project that will not be disturbed by construction. a) Establish Horizontal and Vertical Control. EXHIBIT"A" Page 7 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes Bvd-EXHIBIT A.docx b) Establish both primary and secondary horizontal/vertical control. C) Set project control points for Horizontal and Vertical Control outside the limits of project construction disturbance. d) Horizontal control will be based on NAD 83 State plane coordinates (South Zone), and the data will have no adjustment factor applied - i.e. -the coordinate data will remain in grid. e) Vertical control will be based on NAVD 88. f) All control work will be established using conventional (non-GPS) methods. Perform topographic surveys to gather existing condition information. g) Locate proposed soil/pavement core holes as drilled by the Engineer's Geotechnical Engineering Consultant. h) Obtain x, y, and z coordinates of all accessible existing wastewater, storm water, water and gas lines as well as any other lines owned by third-parties and locate all visible utilities, wells and signs within the apparent ROW width along project limits. Survey shall include utility markings from the Texas 811 request. Surveying services, related to level A subsurface utility engineering (SUE) shall be provided as part of the scope of work for SUE and shall be subcontracted directly by the City. i) Locate improvements within the apparent ROW. j) Locate and identify trees, at least five inches in diameter, and areas of significant landscape or shrubs within the apparent ROW. k) Generate electronic planimetric base map for use in project design. 1) Obtain finished floor elevations of buildings along the roadway corridor. m) The survey should not stop at the property line, but should extend beyond the property line as needed to pick up features and surface flow patterns in the vicinity of the Project that could potentially impact the design or be impacted by the construction. This includes features such as existing swales or ditches, foundations, loading docks/overhead doors, driveways, parking lots, etc. within 20' of the property line. 4 R!'11IA/ Ann��ici4i�n 2nd Darnel 11Aana SyStern ��btain DYeliMiRary Title Reperts from a Innal title GempaRy anrd prrvrniirde Genies of cnrrrrcnm�y-�TcrcTccPvrcv--nvm-a-rvcarcrcrc v--vr the title FePA-.rtl-; tA_ tht-9 2-ity. PFeliMiRary Title Repert shall ideRtify title GWReFship and an i title enGi imhra nGes to ell right of way to he angi rarer! agreed ''pen si lbsegi lent to F-='-.R anneptanGe far ROW parnels i itility easements and temperery Genstri iGtien ease.MftQ s reperty Gerners anrd prepare right of way strip parnel map rlepiGting all fr� et�,.,TIvF�cn�`�vrTTc�TzaTTmPr�Pcirc����gqgric-vrwu�acrr}�-P.,a,.r�,cc��rra}rcrcpTccmg-��rr parcels pa-prepesed fnfer�vr-avg610640GR. Mt-Q a nrf hn1Inr✓S dc6Gr�tirr rvt `�cricafe pareRttract-;_4 F ea1s; h_;_4ISd- A-A 4_9 nGIs Gt4_9 inf49Fma�n ;;Ag ilahle Strip man \A/Ill e;ni tire par t traGts at ��net to alae anrd far infermatien only. All evicting vo-iTr vv. 2l�arc-par2l�r-crzcaiaz-cr-r�vr-c�rv6 easements Within the parnels to he angHirerd anrd these ;Aiithin adjaGent parr•els fees may be regFiFediR FcSGl„ing bG HnrdaFy GGRAG-tS h_etweeR Ters4�Fshall si ibmit parnel craps anrd legal rtes Grlptlens prier to the 4:!104 si ihmittal EXHIBIT"A" Page 8 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes Bvd-EXHIBIT A.docx 5. Environmental Issues. (TO BE DETERMINED) 6. Public Involvement. Participate in two public meetings. One public meeting shall be held after submittal of the Engineering Letter Report, and one public meeting shall be held prior to start of project construction. Prepare exhibits for meetings. Provide follow-up and response to citizen comments. Revise contract drawings to address citizen comments, as directed by the City (may require a contract amendment if revisions required after the project construction meeting). Prepare notices, handouts and exhibits for public information meetings. 7 C-U-bsurfane Utility Investin4ion a a-)Rr le-s� GHFfaGe 6+t+l+t n aGGGFGlaAno \^30th ARr-C C'4An1 Ard 1t/ SGE cr39 02, St /]"rd r9'II0,•1ellpe—fer the r-_6;T-Q--1GR "rr-crRd cep;ctOG —Gf EXOGtiRg h rf�ne u�lrraw--vrility�e'� II1` inn, hlat not Irrirnrirted to, 7 co ryrnnnQe,•d 6111'-11 IrfA-ne l utility, in\cectin;atinn \^,ill ho ac fnlln\n,r y�, 1=X liG.R Th 661�yGGGno i ^,GY�- wTth-cr61-lu61--dace IRI S 4e neYfemq Q ality Level ^ ORVestig.941eR e4 11RGleFgFG61RGl I I+III+IeC 1Re�med-arec��tnllnh the nrnieGmi4 ((l6lali4\, I o\,ol 4 in\,nl\,oc the I Ice e4 ryer\,-lec4r.In4i\,e ,-11Aer•y4 X34 nri4inal PGOR4c 4e rle4errriRta the h eri�er\431 ;3r\rl \,e Y4iGal necitier\ of I1RGlergrel R d I14ilities as well as the typo Sim nnnrlitinn 0 114material and other nh�ronte rictinc \ ilitioc �A 19-Gerl 7t this 96iality, level will be nhySinally IGGaterl apd tion to the tepeg aphis SHFVey, sentrel.The 6401}t�ill be �elev-at+eA \^,Ilhtalned to the Wilityy LGvatiGR The E;61F ,_ ey SGnGne nnllrflzrGGe�`•'vcatlT�cel-taiR HCI"1"ft�e.Tt� Q 4ity, Level Q (Q y, Level eyel Qvisible above gFG Iryr1 utility faGilit♦eS, 66IGhras i"'rr� �'�r?vre6,valve boxes, PGGtS, et6., ;-;Pd-- G-9-4eletp'g thiS "'fTrrvrrrmrr'crtf6rnrv"cFt l 4_9406tiRg-61t�tyy'-re6vnrfIS)—These -Itilltmes \^,ill�rvTrrbc-ivvute4 by eht.'3iRiRg r, &Ata Gall Wetine ;3r\!d meas FORg the Marked Ier'atieps; ii Stec ate St99F.M. � f�aS;;Tt+estheP}G,,e,Gt Ii��^,i111-aQl,�Uea to ^ y Leve' r L8^e nc \^,ill ho hosed ` . the slryrveye� In,+��nC of vcr rra�r�u err �vccr T-r�-vr ne��ihle storm \nroter m;;nhnlec enGI r-Irainano inlotc 0V) WaSteay.4atea- WaStewate�- f�c'icriTtie8; V.AithiR the PYeieet-limitsVAII�rv�rr19c-ivcuUeP] to Q6iality Leve' r �8+e nc \^,ill ho heSed nn the s6iryrveyed In+� nC Af va rrv�r.�cr err �vGcc n a 6oeS8+131�`�aste�Watei es. Waste�vatel Iii;es that �l�e to Ke�IaG r, paFt of nrei t ;-;Pd- h,�4 4_311 r Nt of ,crc zrs�r— s�r�vTesr-cmcrtrn�r-�rvvr ,r t�l-;rrr-cr rneryc4rl In4ier\ relate,•d exr-,ayatie.p shall ho Ien�3terl t Q y,ialitI e\,e1 4 )Water Water y^,ithin the nrnient limits \^,ill ho Inraterl to Q6iality, Level Q. \,ice 'as GAS 44G,0140495; 4G,i1 4iec \^,ithiA the PYeient limits Will he leneted to Q y, Level eyel G by the AE.The Gity, ny of Gerpu$ GhrTrvto Gas DepaFtMeRt Will nmy,ide n1yLevel4The 4�E ye,ill ,+nnrrline ,,,i+, 8. Construction Observation Services. (TO BE DETERMINED) 9. Warranty Phase. Provide a maintenance guaranty inspection toward the end of the one- year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance EXHIBIT"A" Page 9 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes BA-EXHIBIT A.docx guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. Provide the services above authorized in addition to those items shown on Exhibit"A-1"Task List, which provides supplemental description to Exhibit "A". Note: The Exhibit "A-1" Task List does not supersede Exhibit "A". II. SCHEDULE Anticipated schedule to be adjusted based on actual NTP and review dates. Date Activity Wednesday, August 1, 2018 NTP Friday, August 31, 2018 Draft ELR submittal Friday, September 21, 2018 City Review Monday, October 1, 2018 Final ELR submittal Friday, November 16, 2018 60% Design Submittal Meeting Friday, December 7, 2018 Cit 60% Review Friday, February 8, 2019 90% Design Submittal Friday, March 1, 2019 City Review Friday, March 22, 2019 100% Final Submittal Friday, April 12, 2019 City 100% Review Friday, May 10, 2019 Bid Set Submittal Monday, May 20, 2019 Advertise for Bids Wednesday, May 29, 2019 Pre-Bid Conference Wednesday, June 5, 2019 Receive Bids Tuesday, August 13, 2019 Contract Award September 2019 Begin Construction October 2020 Complete Construction August 2020 warranty Phase Report EXHIBIT"A" Page 10 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes Bvd-EXHIBIT A.docx III. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided, A/E will submit monthly statements for services rendered. The statement will be based upon A/E's estimate (and with City's concurrence) of the proportion of the total services actually completed at the time of billing. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services," the City will pay the A/E a not-to-exceed fee as per the table below: Summary of Fees: PROJECT NAME: LI PES BLVD FROM YORKTOWN BLVD TO SUN WOOD DR. (BOND 2018) A. BASIC SERVICES Small A/E Large A/E Total 1 PRELIMINARY PHASE $42,690 $ 24,700 $ 67,390 2 DESIGN PHASE $ - $ 193,965 $193,965 3 BID PHASE $ - $ 17,490 $ 17,490 4 CONSTRUCTION ADMINISTRATION PHASE $ - $ 40,360 $ 40,360 SUBTOTAL OF BASIC SERVICES $42,690 $ 276,515 $319,205 ADDITIONAL SERVICES 1 PERMIT PREPARATION* $ - $ 2,810 $ 2,810 2 ROW IDENTIFICATION SURVEY $ - $ - $ - 3 TOPOGRAPHIC SURVEY* $ 7,000 $ 18,460 $ 25,460 4 ROW ACQUISITION& PARCEL MAPS (TBD) $ - $ - $ - 5 ENVIRONMENTAL ISSUES (TBD) $ - $ - $ - 6 PUBLIC INVOLVEMENT* $ - $ 6,970 $ 6,970 CONSTRUCTION OBSERVATION SERVICES 8 (TBD) $ - $ - $ - WARRANTY PHASE (AUTHORIZATION 91 REQUIRED) $ - $ 7,545 $ 7,545 SUBTOTAL OF ADDITIONAL SERVICES $ 7,000 $ 35,785 $ 42,785 TOTAL FEE $49,690 $ 312,300 $361,990 *Additional Services which are requested to be authorized in coordination with the notice to proceed for Basic Services. EXHIBIT"A" Page 11 of 11 P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to Sunwood\BUDGET\Large AE\2018 07 25 Lipes Bvd-EXHIBIT A.docx EXHIBIT "A-1" TASK LIST CITY OF CORPUS CHRISTI, TEXAS LIPES BLVD FROM YORKTOWN BLVD TO SUN WOOD DR (BOND 2018) PROJECT NO. E18029A I. SCOPE OF SERVICES Project Limits Project limits include Lipes Blvd between the north right-of-way of Yorktown Blvd. (excludes the Yorktown Blvd right-of-way) and the south right-of-way of Sun Wood Dr (excludes Sun Wood Dr right-of-way). The main portion of the project is approximately 2,900 linear feet in length. Surface improvements include reconstruction of collector (C-1) roadway consisting of one travel lane in each direction. Utility improvements include rehabilitation or replacement of new water and wastewater system lines and appurtenances. The existing storm sewer system is to remain. Curb inlets and manholes will also be replaced. A. BASIC SERVICES 1. Preliminary Phase a) Presentations and Meetings (I) PFepaFe (`GRG il4;R4 GG-.RtF;-RG+ ari rr! Dr,.eFPGiRt PFe6E9r1+.9+i A-.R OR Gity fqF mat fGF (2) Participate in Project review meeting with City Staff and receive City comments on the Draft Engineering Letter Report (ELR) b) Deliverables (1) Draft Engineering Letter Report to include (a) Basis of Engineering Design (b) Analysis of Existing City Traffic Count Information/Recommendation for Additional Needs (i) City to provide traffic data needed to assess capacity improvements (c) Pavement Section Recommendations (d) Life Cycle Cost Estimate Using FHWA Real Cost Program (e) Right-of-Way Requirements (f) Preliminary Layout and Alignment P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to EXHIBIT"A-1" Sunwood\BUDGET\Large AE\2018 07 25 Lipes Blvd EXHIBIT A-1.docx Page 1 of 8 (g) Existing/Proposed Utilities — Coordination with operating departments and private utilities (i) Coordinate with AEP and City Traffic Engineering for street lighting and traffic signalization power requirements. (h) Identify requirements of governmental authorities having jurisdiction to approve design of the Project (i) Coordination with Agencies (RTA, GD9G, USPS, CCISD, TDLR, TCEQ, community groups) (j) Drainage Areas and Preliminary Hydraulic Analysis (k) Conformance to Master Plans (1) Identification of needed additional services (m)Identification of needed permits and environmental consideration (n) Recommended Public Outreach and Community Stakeholder Requirements (o) Identification of Quality/Quantity of Materials of Construction (p) Construction Sequencing (q) Site Photos (r) Anticipated Index of Drawings and Specifications (s) Preliminary Opinion of Probable Construction Costs (t) Copy of Geotechnical Testing Report (i) City contracting directly with Geotechnical Consultant (2) Final Engineering Letter Report to incorporate review comments from City review meeting 2. Design Phase a) Coordinate with City Operating Departments, Private Utilities, and Agencies b) Participate in Review Meetings (60% Submittal and Review, 90% Review and 100% Review). Prepare meeting agenda and meeting minutes. c) Deliverables (1) 60% Submittal (a) Plans —Anticipated sheets include the following P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to EXHIBIT"A-1" Sunwood\BUDGET\Large AE\2018 07 25 Lipes Blvd EXHIBIT A-1.docx Page 2 of 8 (i) Cover Sheet (1 Sheet) (ii) General Notes and Abbreviations (1 Sheet) (iii) Estimated Quantities (1 Sheet) (iv) Overall Layout/Project Control/Utility Layouts (2 Sheets) (v) Testing Schedule (1 Sheet) (vi) Demolition Plans (4 Sheets) (vii) Existing Typical Sections (1 Sheet) (viii) Proposed Typical Sections (1 Sheet) (ix) Plan and Profile —Streeter (7 Sheets) (x) Overall Drainage Area Map (1 Sheet) (xi) Storm Drain Analysis (2 Sheets) (xii) Miscellaneous Details (2 Sheets) (xiii) City Standard Details (5 Sheets) (xiv) Curb Ramp Details (5 Sheets) (xv) Curb Ramp Layouts (5 Sheets) (xvi) Plan and Profile —Water and Wastewater (7 Sheets) (xvii) City Standard Details (10 Sheets) (xviii) Permanent Pavement Marking Plans (3 Sheets) (xix) TxDOT Standard Drawings (12 Sheets) (xx) Construction Phasing Layout and General Notes (1 Sheet) (xxi) Traffic Control (4 Sheets) (xxii) TxDOT Standard Drawings (14 Sheets) (xxiii) SWP3 Notes (1 Sheet) (xxiv) SWP3 BMPs (1 Sheet) (xxv) SWP3 Plan Sheets (4 Sheets) (b) Plan Executive Summary, Project Checklist, Drawing Checklist (c) Engineer's Opinion of Probable Construction Cost (OPCC) P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to EXHIBIT"A-1" Sunwood\BUDGET\Large AE\2018 07 25 Lipes Blvd EXHIBIT A-1.docx Page 3 of 8 (d) Summary Output from Hydraulic and Hydrologic Analyses (2) 90% Submittal (a) Plans (b) Bid Documents (c) Engineer's Opinion of Probable Construction Cost (OPCC) (3) 100% Submittal (a) Plans (b) Bid Documents (c) Engineer's Opinion of Probable Construction Cost (OPCC) (4) Bid Set Submittal (a) Plans (b) Bid Documents (c) Engineer's Opinion of Probable Construction Cost (OPCC) d) Quality Assurance/Quality Control e) Monthly Status Reports 3. Bid Phase a) Pre-Bid (I) Prepare draft Authnrizatinn 4n 4dutertico (ATA) (2) Attend pre-bid conference (3) Review pre-bid questions and prepare addenda b) Bid Tabulation and Recommendation (1) Attend bid opening (2) Analyze and evaluate bids, prepare bid tabulation, and make recommendation concerning award of the contract. (3) Prepare GGRtrron4nr hid! ay.gard DnV.4eFPGiRt nro6on4A4inn in 4. Construction Administration Phase a) Pre-Construction P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to EXHIBIT"A-1" Sunwood\BUDGET\Large AE\2018 07 25 Lipes Blvd EXHIBIT A-1.docx Page 4 of 8 (1) Provide a recommended agenda for, and attend pre-construction meeting (2) Review contractor submittals for conformance to contract documents (3) Review, evaluate and recommend for City consideration a Contractor Value Engineering proposal. b) Construction (1) Review and interpret field and laboratory tests (2) Provide interpretations and clarifications of the contract documents for contractor and authorized changes that do not affect contractor's price and are not contrary to the general interest of the City (3) Make regular visits (2 hours bi-weekly for 52 weeks) to project site to confer with City project inspector. c) Post-Construction (1) Attend final inspection with City staff (2) Provide punch list items to City's construction engineers (3) Provide Certificate of Completion (4) Prepare Project record drawings in AutoCAD dwg and PDF format. P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to EXHIBIT"A-1" Sunwood\BUDGET\Large AE\2018 07 25 Lipes Blvd EXHIBIT A-1.docx Page 5 of 8 B. ADDITIONAL SERVICES (ALLOWANCE) 1. Permit Preparation a) TCEQ Permit (1) Prepare Notice of Intent for City submittal (a) City to pay Application Fee b) TDLR (1) Register project with TDLR and pay registration fee (2) Provide copy of contract documents to TDLR and pay plan review fee (3) Prepare request for inspection on behalf of City (a) City to coordinate and pay for RAS inspector directly z. Right Of Way (ROW) IdentifiGation Ssup.;A_y a) Perfnr plat map, deed and oacomont rJnni imont rocoarnh of & h-diyicinnc adjaGeRt to the Lopes Read right_nf_way b) Prepare- rr ciRg sketE����nrd i utG_rrA-f tht:GG_FArerI�vcat�rnr�--I`�'vTa��-Pr C) Qese'er'-aArmi-eas''Te e-xiStiRg hniv yebiQeRGe, i.e., feRGe GGGFRer$, '�'�'�rGAI'rMARts; and iron PORS ci 1ffinieRt to r-lo4ormino Oho InnA4inn of Oho 9v06tiRg right_nf_way. d) Prepare a ffeliMiRaFy base map GGRtaiRiRg the appaFeRt Fight ef way, GhGWORg the Int IiReS nvninorship and Sitte ;arldlroccoc per appraisal dostrint ronnrd; 3. Topographic Survey a) Survey (1) Establish primary horizontal and vertical control for the basis of survey and secondary control outside the limits of project construction disturbance. (2) Control will be based on NAD 83 State Plane Coordinates (South Zone), and the data will have no adjustment factor applied (i.e. -the coordinate data will remain in grid). Vertical control will be based on NAVD 88 and will be established using conventional (non-GPS) methods. (3) Above-ground improvements within the apparent ROW will be located. (4) Detailed surface feature surveys within the project limits and extending 50 feet beyond the right-of-way of Lipes Boulevard on all cross streets will be surveyed. P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to EXHIBIT"A-1" Sunwood\BUDGET\Large AE\2018 07 25 Lipes Blvd EXHIBIT A-1.docx Page 6 of 8 (5) Survey data will include Northing, Easting, and Elevation values at all existing ramps, sidewalks, and above ground appurtenances, such as curb and gutter, power poles, electric junction boxes, utility valves, manholes, fences, fire hydrants, curb inlets, signs, trees, concrete riprap, etc. which may affect the design and proposed construction. Surveys to include signs, fences, and other planimetric features at and near the vicinity of the ROW line. (6) Driveway and approach walk elevations will be surveyed beyond the right-of- way line in non-fenced areas a minimum of 25 feet inside the property. (7) Soil/pavement core holes drilled by the Engineer's Geotechnical Engineering Consultant will be located. (8) Surveys to include signs, fences, and other planimetric features at and near the vicinity of the ROW line. (9) Points shall be adjusted as needed to reflect the center and diameter of utility poles, sign poles, etc. (10) Square and rectangular features shall be located at each corner. (11) Point descriptions shall be adequate to identify the item being located. (12) Obstacles shall be tied in with as many points as needed to determine precise placement. (13) Invert depths of storm drain inlets, storm water manholes, wastewater manholes and top elevations of water valves. (14) Survey data will include breaks in grade, driveway edges and centerline elevations, edge of asphalt, flowline of curb, top of curb, edges of existing walk, ground at right of way, ground elevations 25 feet inside the adjacent property at approximately 50 foot intervals. b) Drawing Preparation (1) An AutoCad drawing with processed line work, symbology, annotations of surface utility evidence, and all other surface features that are surveyed . (2) A digital terrain model will be prepared that includes contour data at an interval of one-foot. (3) An electronic planimetric base map will be generated for use in project design. 4. ROW Acquisition and Parcel Maps (TBD) 5. Environmental Issues (TBD) 6. Public Involvement a) Attend one public meeting after submittal of the Engineering Letter Report. P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to EXHIBIT"A-1" Sunwood\BUDGET\Large AE\2018 07 25 Lipes Blvd EXHIBIT A-1.docx Page 7 of 8 (1) Prepare notices exhibits. (2) Provide follow-up and response to citizen comments. (3) Revise contract drawings to address citizen comments, as directed by the City. b) Attend one public meeting prior to start of project construction (1) Prepare notices exhibits. (2) Provide follow-up and response to citizen comments. (3) Revisions to the contract drawings to address citizen comments, as directed by the City's preference (not design errors), will be addressed through a contract amendment. 7. Construction Observation Services (TBD) 8. Warranty Phase (AUTHORIZATION REQUIRED) a) Conduct inspection of project toward the end of one-year period after acceptance of the project. b) Document defects of project and prepare report for City staff. (1) Submit report no later than 60 days prior to end of maintenance guaranty period. P:\BD-Temporary\CityofCorpusChristi\Lipes Yorktown to EXHIBIT"A-1" Sunwood\BUDGET\Large AE\2018 07 25 Lipes Blvd EXHIBIT A-1.docx Page 8 of 8 EXHIBIT B SAMPLE PAYMENT REQUEST FORM Sample form for: COMPLETE PROJECT NAME Payment Request Rev5edp7r27too Project No.XXXX Invoice No.12345 Invoice Date: Total Amount Previous Total Percent Basic Services: Contract Amd No. 1 Amid No.2 Contract Invoiced Invoice Invoice Complete Preliminary Phase $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% Design Phase 2,000 1,000 0 3,000 1,000 500 1,500 50% Bid Phase 500 0 250 750 0 0 0 0% Construction Phase 2,500 0 1,000 3,500 0 0 0 0% Subtotal Basic Services $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services: Permitting $2,000 $0 $0 $2,000 $500 $0 $500 25% Warranty Phase 0 1,120 0 1,120 0 0 0 0% Inspection 0 0 1,627 1,627 0 0 0 0% Platting Survey TBD TBD TBD TBD TBD TBD TBD 0% O& M Manuals TBD TBD TBD TBD TBD TBD TBD 0% SCADA TBD TBD TBD TBD TBD TBD TBD 0% Subtotal Additional Services $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% Summary of Fees Basic Services Fees $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services Fees 1 2,000 1,120 1,627 4,747 500 0 500 11% Total of Fees 1 $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% Contract for Professional Services EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1 ,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: Contract for Professional Services City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Contract for Professional Services EXHIBIT D Excerpt from Corpus Christi General Conditions for Construction Projects Related to Design Services Contract for Professional Services Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology.......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22—Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26—Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29—Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from Form 00 72 00 General Conditions- 1 Rev 18-2 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi(City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from Form 00 72 00 General Conditions-2 Rev 18-2 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from Form 00 72 00 General Conditions-3 Rev 18-2 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition -The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from Form 00 72 00 General Conditions-4 Rev 18-2 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner -The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from Form 00 72 00 General Conditions-5 Rev 18-2 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor -An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from Form 00 72 00 General Conditions-6 Rev 18-2 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work- Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from Form 00 72 00 General Conditions-7 Rev 18-2 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from Form 00 72 00 General Conditions-8 Rev 18-2 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions-9 Rev 18-2 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from Form 00 72 00 General Conditions- 10 Rev 18-2 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from Form 00 72 00 General Conditions- 11 Rev 18-2 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. Excerpt from Form 00 72 00 General Conditions- 12 Rev 18-2 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from Form 00 72 00 General Conditions- 13 Rev 18-2 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from Form 00 72 00 General Conditions- 14 Rev 18-2 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from Form 00 72 00 General Conditions- 15 Rev 18-2 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. S. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from Form 00 72 00 General Conditions- 16 Rev 18-2 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from Form 00 72 00 General Conditions- 17 Rev 18-2 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from Form 00 72 00 General Conditions- 18 Rev 18-2 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from Form 00 72 00 General Conditions- 19 Rev 18-2 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from Form 00 72 00 General Conditions-20 Rev 18-2 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from Form 00 72 00 General Conditions-21 Rev 18-2 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from Form 00 72 00 General Conditions-22 Rev 18-2 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES AMENDMENT NO. 1 18019A Frio St Hacala St Dorado St Corridor (Greenwood Dr to Martin St) The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director)and Urban Engineering, a Texas corporation, 2725 Swantner, Corpus Christi, Nueces County, Texas 78404, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL.......................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION.........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT....................................................7 ARTICLE X OWNER REMEDIES -----------------------------------------------------------------------7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................10 EXHIBITS Page 1 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the% of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts,excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 31d party owners/operators. Page 2 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $262,000, for a restated total fee not to exceed $290,000. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Gep'si 01tapt shall 5S.-A-Mot a Rate Cnhead- to vnn4h their pFepesal City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three(3)days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis,the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. Page 3 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BYANYONE CLAIMING BY,THROUGH OR UNDERTHE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). Page 4 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project' refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's bestjudgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Page 5 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins,within three days of receipt of such notice,to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 6 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit,examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four(4)years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement(Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts,vouchers, memoranda,time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. Page 7 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21)calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant,whether for additional compensation,additional time or other relief,shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. Page 8 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation,the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement,the Party alleging such breach shall,as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contractor tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 I n case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. Page 9 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City,without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s)at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you Page 10 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.comfgovernmenVcity-secretary/conflict-disclosure/index. 13.11 Boycott Israel. As required by Chapter 2270, Government Code,Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel"means refusing to deal with,terminating business activities with,or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. 13.12 Controlling,Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severabilitv. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable,and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI UReBE NG/7 I Jeff H. Edmonds, P. E. Date Eugen C. Urban, Jr., Date Director of Engineering Services Principal Authorized presentative 2725 Swantner Corpus Christi, TX 78404 APPROVED AS TO LEGAL FORM (361) 854-3101 Office curban@urbaneng.com Assistant City Attorney Date ATTEST City Secretary Date Page 11 Rev.18-4 KAENGINEERING DATAEXCHANGESVELMAPGTREET518019A FRIO DORADO HACALA BOND 2018,PROP 15AMENDMENT NO.152018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 18019A Frio St Hacala St Dorado St Corridor (Greenwood Dr to Martin SO Accounting Unit 3551-051 Account 550950 Activity 18095-A-3551-EXP Account Category 50950 Fund Name ST 2015 GO BOND 2014 Page 12 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18019A FRIO DORADO HACALA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Job No. 4916.138.00 EXHIBIT "A" CITY OF CORPUS CHRISTI, TEXAS FRIO, HACALA, AND DORADO STREETS (GREENWOOD TO MARTIN) PROJECT NO. 18019A BOND ISSUE 2018 I. SCOPE OF SERVICES A. BASIC SERVICES For the purpose of this contract, Preliminary Phase may include Schematic Design and Design Phase services may include Design Development as applicable to Architectural services. SCOPE: Frio, Hacala, and Dorado Streets (Greenwood to Martin) — This project will consist of Engineering and Design of the Frio, Hacala, and Dorado Streets Project in the City of Corpus Christi (Bond 2018 Proposition A). The project will encompass reconstruction and rehabilitation of a residential collector street with underground utility and drainage work. Additionally, topographic and drainage review services will identify existing drainage conditions including critical elevations on surrounding street network and underground storm systems. The project will update existing infrastructure and improve drainage conditions. 1. Preliminary Phase The Arch itect/Engineer-A/E (also referred to as Consultant) will: t.., min,,teas to Ott^nr-1 y^,^.,c �nii4hin fiveyVe-I king days of 4h^ meeting },,., the b) Assist OR ppreparattGrnrr ra-SGnvpe-e �n e* f49F kinin iRvestgattc)R by the Qit y's GentenhninaI (`nnc„Itant G) Request available FepeFts,Fes^rd dFaWiRgS, utility maps apd- Qt#er inf�at+en pFevided by the Qty Pertaining to the nrnient ares GI) DeV P ^reIiRg,,,,RaFy Fe961iFeMegts fsr et+l+tyFe 1 G G t0Gn8 FeplaseMepfis A Ig,aGles. with the—Qity'sPFGjeGt MaRageF and eperat+Rg rte Partmentc Potential nrnient needs e) DeVel9p ipFeliMiRaFy stFeetr4mss sest+e;-resA-Mmepdat+ens g) Prepare preliminary opinions of probable construction costs for the recommended improvements. seed i) Conduct the hydraulic analysis to quantify the storm sewer design of existing and proposed systems. Include the analysis l ofinlet capacity. y^ , j) IdeNtify electF+Crala I n^mml lNl+]RVT�Gftility GGpaRi�s and Fivatc�7^I�ITT /+nmpaRec that may have evicting f;anilitiec ;—;Pd- m„ct reIA-Gated7 to annnmmnrlate the nrnnncer-1 imnrniementc k) Coordinate with AEP and City Traffic Engineering to identify location of electrical power conduit for street lighting and traffic signalization. to appFe ie n of the PFGjent innl„rling Permitting eRVirnnmentaI hictnrinel —crpFTvc� �r,�r r,vrcG r-,-, �cnr,-rccmc�, cnvrrvrrn-rcn ccn�-rracrnTvur censt �t+e and geetyesh� s661eS; 61PGR Req Hest GFse„�re+��ef the PFGjeG+ AaRageF, meet "Pd nggrdipetea vVth-AgeRlGiIBG 66Inhas DTA QD9G I SPS .off hggl rli t ! ! ICP FBISD ) ngrvmr 61Rity grglrP �,�eeted se�GTst�s� , eats. s, T-B eta EXHIBIT"A" Pagel of 10 SAProjects\00000UP\04916\B800 Frio\Admin\Contract\REV.7.27.18-PER CITY COMMENTS 7.8.18 EXHIBIT A.docx Job No. 4916.138.00 m) Identify and recommend public outreach and community stakeholder requirements. n) Request and review traffic counts from the City Street Department. o) Prepare an Engineering Letter Report (20 — 25 page main-body text document with supporting appendices) that documents the analyses, approach, opinions of probable construction costs, and document the work with text, tables, schematic- level exhibits and computer models or other applicable supporting documents required per City Plan Preparation Standards Contract Format (CPPSCF) Engineering Letter Report to include: 1. Provide a concise presentation of pertinent factors, sketches, designs, cross- sections, and parameters which will or may impact the design, including engineering design basis, preliminary layout sketches, construction sequencing, alignment, cross section, geotechnical testing report, right-of- way requirements, conformance to master plans, identification of needed additional services, identification of needed permits and environmental consideration, existing and proposed utilities, identification of quality and quantity of materials of construction, and other factors required for a professional design. 2. Include summary output tables from Hydraulic and Hydrologic analyses. 3. Include existing site photos. 4. Provide opinion of probable construction costs. 5. Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; meet as City agent or with City participation and coordinate with agencies such as RTA, CDBG, USPS, CCISD, community groups, TDLR, etc. 6. Provide anticipated index of drawings and specifications. 7. Provide a summary table of anticipated ROW parcels. 8. Provide data from Federal Highway Administration (FHWA) Life Cycle Cost Analysis of Pavements software and recommended pavement option. P) Submit one (1) copy in an approved electronic format, and three (3) paper copy of the Draft Engineering Letter Report. q) Participate in project review meeting with City staff on the Draft Engineering Letter Report as scheduled by the City Project Manager. r) Assimilate all City review comments into the Final Engineering Letter Report (ELR). Provide one (1) electronic and one (1) hard copy using City Standards as applicable and suitable for reproduction. S) Assist City in presenting summary of ELR findings to City-appointed capital project oversight committee responsible for reviewing preliminary project design. Assist in preparing PowerPoint presentation, handouts and exhibits for meeting. Provide follow-up and response to comments. City staff will provide electronic copies of the following information (as applicable and requested): a) City's record drawing and record information of existing infrastructure as are available from City files. b) Provide the preliminary budget, specifying the funds available for construction. C) A copy of existing studies and plans. (as available from City files). d) Field location of existing city utilities. (A/E to coordinate with City Operating Department) EXHIBIT"A" Page 2 of 10 SAProjects\00000UP\04916\B800 Frio\Admin\Contract\REV.7.27.18-PER CITY COMMENTS 7.8.18 EXHIBIT A.docx Job No. 4916.138.00 e) Applicable Master Plans and GIS mapping available on the City's website. Provide City standard specification standard detail sheets, standard and special provisions and forms for required bid documents. Project Assumptions: 1. All necessary geotechnical services and pavement design options will be provided by the City. During the preliminary design phase, the City will provide the geotechnical report. 2. Any necessary subsurface utility engineering (SUE) services will be determined by Urban Engineering during the preliminary design phase and include recommended scope of SUE services and pothole locations. Fees for necessary SUE services will be determined based upon scope and a negotiated additional service as required. 3. The City will provide Televising of Utility Lines for all applicable storm water and wastewater utility lines that will be incorporated and/or replaced as part of the project. Urban Engineering will provided the City with a recommended scope of utility lines that should be televised. 4. The City will provided all traffic counts and peak hour turning movement counts necessary for the project design. 5. The City will perform all public outreach including scheduling and coordinating the agenda and presentation material for all public meetings. The City will prepare and mail out notices for the meeting to the affected stakeholders. Urban Engineering will participate in two (2) public meetings and provide exhibits. The City will provide all public outreach and citizen/ stakeholder coordination during the design and construction of the project including one-on-one stakeholder meetings. 6. Detailed street lighting design including lighting distribution and photometric analysis of Frio Street, Hacala Drive, and Dorado Street are not included in this scope of work. Urban Engineering will assist the City in developing recommendations for the street lighting to be consistent with the future City Street Lighting Policy that has not yet been adopted. The records provided for A/E's use under this contract are proprietary, copyrighted, and authorized for use only by A/E, and only for the intended purpose of this project. Any unauthorized use or distribution of the records provided under this contract is strictly prohibited. 2. Design Phase Upon approval of the preliminary phase, designated by receiving authorization to proceed, the A/E will: a) Provide coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and must relocated to accommodate the proposed improvements. b) Provide assistance to identify testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). C) Prepare construction documents in City standard format for the work identified in the approved ELR. Construction plans to include improvements or modifications to the storm water, water and wastewater systems within the project limits. Include standard City of Corpus Christi detail sheets as appropriate. d) Prepare construction plans in compliance with CPPSCF using English units on 11"x 17". EXHIBIT"A" Page 3 of 10 SAProjects\00000UP\04916\B800 Frio\Admin\Contract\REV.7.27.18-PER CITY COMMENTS 7.8.18 EXHIBIT A.docx Job No. 4916.138.00 1. Prepare Traffic Control and Construction Sequencing Plans. The TCP will include construction sequencing, typical cross section and construction phasing plan sheets, warning and barricades, as well as standards sheets for barricades, traffic control plan, work zone pavement markings and signage. 2. Provide Storm Water Pollution Prevention Plan, including construction drawings. e) Provide three hard copies (3) set of the interim plans (60% submittal - electronic and hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities. 1. Required with the interim plans is a "Plan Executive Summary, project checklist & drawing checklist" which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. 2. Attend 60% submittal meeting with City Staff to assist staff in review of 60% submittal. f) Hold Project 60% review meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and, upon Notice to Proceed. g) Provide three hard copies (3) set of the pre-final plans and bid documents (90% submittal - electronic and hard copy using City Standards as applicable) to the City staff for review and approval purposes with revised estimates of probable costs. Plan execution summary, project checklist and plan checklist. h) Hold Project 90% review meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, and incorporate any requirements into the plans and specifications, and advise City of responding and non-responding participants as appropriate and, upon Notice to Proceed. i) Provide three hard copies (3) set of the final (100%) plans (unsealed and unstamped - electronic and full-size hard copy using City Standards as applicable) for City's final review. j) Assimilate all final review comments Upon approval by the Director of Engineering Services, provide one (1) set of the final plans and contract documents (electronic and full-size hard copy using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the shared intellectual property of the City of Corpus Christi and the Consultant. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. k) Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that all submittals of the interim, pre-final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. Additional revisions or design submittals are required (and within the scope of Consultant's duties under this contract) if, in the opinion of the City Engineer or designee, Consultant has not adequately addressed City- provided review comments or provided submittals in accordance with City standards. EXHIBIT"A" Page 4 of 10 S:\Projects\OOOOOUP\04916\B800 Frio\Admin\Contract\REV.7.27.18-PER CITY COMMENTS 7.8.18 EXHIBIT A.docx Job No. 4916.138.00 1) Prepare and submit Monthly Status Reports to the Project Manager no later than the last Wednesday of each month with action items developed from monthly progress and review meetings. Provide copy of contract documents along with appropriate fee to Texas Department of Licensing and Regulation (TDLR) for review and approval of accessibility requirements for pedestrian improvements (as authorized by Additional Services). 3. Bid Phase The A/E will: a) Participate in the pre-bid conference and provide a meeting agenda for critical construction activities and elements impacting the project. b) Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. C) Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d) Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. e) In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re-advertise that particular portion of the Project for bids. The City staff will: a) Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b) Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the A/E) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. C) Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. d) Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Administration Phase The A/E will perform contract administration to include the following: a) Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b) Review, Contractor submittals and operating and maintenance manuals for conformance to contract documents. C) Review and interpret field and laboratory tests. d) Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e) Make regular visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. EXHIBIT"A" Page 5 of 10 SAProjects\00000UP\04916\B800 Frio\Admin\Contract\REV.7.27.18-PER CITY COMMENTS 7.8.18 EXHIBIT A.docx Job No. 4916.138.00 f) PFepaFe chaRge—erdeFs as autherizedbythe G+ty�—Provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g) Review, evaluate and recommend for City consideration Contractor Value Engineering proposal. h) Attend final inspection with City staff, provide punch list items to the City's Construction Engineers for contractor completion, and provide the City with a Certificate of Completion for the project upon successful completion of the project. i) Review Contractor-provided construction "red-line" drawings. Prepare Project record drawings and provide a reproducible set and electronic file (AutoCAD r.14 or later) within two (2) months of final acceptance of the project. All drawings shall be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City staff will: a) Prepare applications/estimates for payments to contractor. b) Conduct the final acceptance inspection with the Engineer. B. ADDITIONAL SERVICES This section defines the scope of additional services that may only be included as part of this contract if authorized by the Director of Engineering Services. A/E may not begin work on any services under this section without specific written authorization by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E shall, with written authorization by the Director of Engineering Services, perform the following: 1. Permit Preparation Furnish the City all engineering data and documentation necessary for all required permits. The A/E will prepare this documentation for all required signatures. The A/E will prepare and submit identified permits as applicable to the appropriate local, state, and federal authorities, including: a. NPDES Permit/Amendments (including SSC, NOI NOT) b. Texas Department of Licensing and Regulation (TDLR) 2. Right-of-Way (ROW) Acquisition Survey (NOT AUTHORIZED) All work must comply with Category 1-A, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. All work must be tied to and in conformance with the City's Global Positioning System (GPS) control network. All work must comply with all TxDOT requirements as applicable. a) Perform surveys to determine apparent right-of-way widths. b) Research plats, ROW maps, deed, easements, and survey for fence corners, monuments, and iron pins within the existing ROW and analyze to establish existing apparent ROW. A/E must obtain Preliminary Title Reports from a local title company and provide copies of the title reports to the City. Preliminary Title Report shall identify title ownership and any title encumbrances to all right-of-way to be acquired. EXHIBIT"A" Page 6 of 10 SAProjects\00000UP\04916\B800 Frio\Admin\Contract\REV.7.27.18-PER CITY COMMENTS 7.8.18 EXHIBIT A.docx Job No. 4916.138.00 C) Provide a preliminary base map containing apparent ROW, which will be used by the A/E to develop the proposed alignment and its position relative to the existing and proposed ROW. This preliminary base map must show lot or property lines, land ownership and addresses as per appraisal district records. d) Prepare Metes and Bound Instrument with supporting exhibits as required and agreed upon, subsequent to ELR acceptance for ROW parcels, utility easements and temporary construction easements. e) Set property corners and prepare right of way strip parcel map depicting all parcels proposed for acquisition. Metes and bounds descriptions must indicate parent tract areas based on the most accurate information available. Strip map will show entire parent tracts at "not to scale" and for information only. All existing easements within the parcels to be acquired and those within adjacent parcels must be shown. f) Prepare individual signed and sealed parcel maps and legal descriptions for the required right of way acquisition for parcels and easements. A strip map showing all parcels required will be submitted along with parcel descriptions. Additional fees may be required in resolving boundary conflicts between Owners. A/E shall submit parcel maps and legal descriptions prior to the 60% submittal. 3. Topographic Survey All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include references tying Control Points to a minimum of 2 registered Benchmark Monuments in the vicinity of the Project that will not be disturbed by construction. a) Establish Horizontal and Vertical Control. b) Establish both primary and secondary horizontal/vertical control. C) Set project control points for Horizontal and Vertical Control outside the limits of project construction disturbance. d) Horizontal control will be based on NAD 83 State plane coordinates (South Zone), and the data will have no adjustment factor applied — i.e. —the coordinate data will remain in grid. e) Vertical control will be based on NAVD 88. f) All control work will be established using conventional (non-GPS) methods. Perform topographic surveys to gather existing condition information. g) Locate proposed soil/pavement core holes as drilled by the City's Geotechnical Engineering Consultant. h) Obtain x, y, and z coordinates of all accessible existing wastewater, storm water, water and gas lines as well as any other lines owned by third-parties and locate all visible utilities, wells and signs within the apparent ROW width along project limits. Survey shall include utility marking from the Texas 811 request. Surveying services, related to Level A subsurface engineering (SUE) shall be provided as part of the scope of work for SUE. i) Locate improvements within the apparent ROW. D Locate diameter, and areas of significant landscape or shrubs, within the apparent ROW. k) Generate electronic planimetric base map for use in project design. 1) Obtain finished floor elevations of building along the roadway corridor. EXHIBIT"A" Page 7 of 10 S:\Projects\OOOOOUP\04916\B800 Frio\Admin\Contract\REV.7.27.18-PER CITY COMMENTS 7.8.18 EXHIBIT A.docx Job No. 4916.138.00 m) The survey should not stop at the property line, but should extend beyond the property line as needed to pick up features and surface flow patterns in the vicinity of the Project that could potentially impact the design or be impacted by the construction. This includes features such as existing swales or ditches, foundations, loading docks/overhead door, driveways, parking lots, etc. within 20' of the property line. 4. Environmental Issues (NOT AUTHORIZED) Identify and develop a scope of work for any testing, handling and disposal of hazardous materials and/or contaminated soils that may be discovered during construction. 5. Public Involvement Participate in two public meetings. One public meeting shall be held after submittal of the Final Engineering Letter Report and one public meeting shall be held prior to start of project construction. Assist in preparation of notices, PowerPoint presentations, handouts and exhibits for meetings. Assist in drafting response to citizen comments. Revise contract drawings to address citizen comments, as directed by the City. 6. Subsurface Utility Investigation (NOT AUTHORIZED) a) Provide subsurface utility engineering in accordance with ASCE Standard "ASCE C-I, 38-02, Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data" including, but not limited to, hydro-excavation. The proposed subsurface utility investigation will be as follows: i) Excavation — The survey scope includes working with a subsurface utility excavator to perform Quality Level A investigation of underground utilities in specified areas through the project limit. (Quality Level A involves the use of nondestructive digging equipment at critical points to determine the horizontal and vertical position of underground utilities, as well as the type, size, condition, material, and other characteristics.) Utilities located at this quality level will be physically located and tied to the topographic survey control. The utility will be identified and an elevation will be obtained to the top of the utility. ii) Utility Location — The survey scope includes locating certain utilities to Quality Level B (Quality Level B involves surveying visible above ground utility facilities, such as manholes, valve boxes, posts, etc., and correlating this information with existing utility records.) These utilities will be located by obtaining a One-Call Notice and measuring the marked locations. iii) Storm Water — Storm water facilities within the project limits will be located to Quality Level C. Locations will be based on the surveyed locations of accessible storm water manholes and drainage inlets. iv) Wastewater —Wastewater facilities within the project limits will be located to Quality Level C. Locations will be based on the surveyed locations of accessible wastewater manholes. Wastewater lines that are not to be replaced as part of this project and that fall within the footprint of construction-related excavation shall be located at Quality Level A. V) Water — Water facilities within the project limits will be located to Quality Level C. vi) Gas — Gas facilities within the project limits will be located to Quality Level C by the A/E. The City of Corpus Christi Gas Department will provide Quality Level A. The A/E will coordinate this activity. EXHIBIT"A" Page 8 of 10 SAProjects\00000UP\04916\B800 Frio\Admin\Contract\REV.7.27.18-PER CITY COMMENTS 7.8.18 EXHIBIT A.docx Job No. 4916.138.00 b) Inform local franchises whose utilities fall within the footprint of construction- related excavation of the potential for encountering their utility lines during construction. 7. Warranty Phase Provide a maintenance guaranty inspection toward the end of the one-year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. II. SCHEDULE Date Activity August 1, 2018 NTP August 13, 2018 Draft ELR submittal August 3, 2018 City Review October 1, 2018 Final ELR submittal November 12, 2018 60% Design Submittal December 3, 2018 60% City Review Comments December 28, 2019 90% Design Submittal January 18, 2019 90% City Review Comments February 1, 2019 100% Design Pre-Final Submittal February 15, 2019 100% City Review Comments February 22, 2019 100% Final Sealed Submittal TBD Advertise for Bids TBD Pre-Bid Conference TBD Receive Bids TBD Contract Award TBD Begin Construction TBD Complete Construction III. FEES A. Fee for Basic Services The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided, A/E will submit monthly statements for services rendered. The statement will be based upon A/E's estimate (and with City's concurrence) of the proportion of the total services actually completed at the time of billing. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services For services authorized by the Director of Engineering Services under Section I. B. "Additional Services," the City will pay the A/E a not-to-exceed fee as per the table below: EXHIBIT"A" Page 9 of 10 SAProjects\00000UP\04916\B800 Frio\Admin\Contract\REV.7.27.18-PER CITY COMMENTS 7.8.18 EXHIBIT A.docx Job No. 4916.138.00 Summary of Fees Basic Services Fees Original Contract Amendment #1 Total 1. Small A/E $28,000 $28,000 2. Preliminary Phase $45,820 $45,820 3. Design Phase $117,430 $117,430 4. Bid Phase $7,890 $7,890 5. Construction Administration Phase $27,860 $27,860 Subtotal Basic Services Fees $28,000 $199,000 $227,000 Additional Services Fees Original Contract Amendment #1 Total (Allowance) 1. Permit Preparation* NPDES $6,500 $6,500 TDLR $4,500 $4,500 2. Right Of Way (ROW) Acquisition Survey To Be Determined To Be Determined 3. Topographic Survey ani' oar^o' no6^r;ntiGR6* $35,000 $35,000 4. Environmental Issues To Be Determined To Be Determined 5. Public Involvement* $12,000 $12,000 6. Subsurface Utility Investigation To be Determined To be Determined 7. Warranty Phase* $5,000 $5,000 Sub-Total Additional Services Fees Authorized $63,000 $63,000 Total Authorized Fee $28,000 $262,000 $290,000.00 • Additional Services which are requested to be authorized in coordination with the notice to proceed for Basic Services. **Basic services fee structure is based upon the City provided Feasibility Report for the Frio Street corridor and its Opinion of Probable Construction Cost (OPCC) and the scope of work defined by it. If after further study additional hydraulic analysis is needed to verify the viability of the Feasibility Report findings the effort will be considered additional services. In addition, if redesign of the street profile is required due to findings from hydraulic analysis the necessary design services shall be renegotiated at that time. EXHIBIT"A" Page 10 of 10 S:\Projects\OOOOOUP\04916\B800 Frio\Admin\Contract\REV.7.27.18-PER CITY COMMENTS 7.8.18 EXHIBIT A.docx EXHIBIT B SAMPLE PAYMENT REQUEST FORM Sample form for: COMPLETE PROJECT NAME Payment Request Rev5edp7r27too Project No.XXXX Invoice No.12345 Invoice Date: Total Amount Previous Total Percent Basic Services: Contract Amd No. 1 Amid No.2 Contract Invoiced Invoice Invoice Complete Preliminary Phase $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% Design Phase 2,000 1,000 0 3,000 1,000 500 1,500 50% Bid Phase 500 0 250 750 0 0 0 0% Construction Phase 2,500 0 1,000 3,500 0 0 0 0% Subtotal Basic Services $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services: Permitting $2,000 $0 $0 $2,000 $500 $0 $500 25% Warranty Phase 0 1,120 0 1,120 0 0 0 0% Inspection 0 0 1,627 1,627 0 0 0 0% Platting Survey TBD TBD TBD TBD TBD TBD TBD 0% O& M Manuals TBD TBD TBD TBD TBD TBD TBD 0% SCADA TBD TBD TBD TBD TBD TBD TBD 0% Subtotal Additional Services $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% Summary of Fees Basic Services Fees $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services Fees 1 2,000 1,120 1,627 4,747 500 0 500 11% Total of Fees 1 $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% Contract for Professional Services EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1 ,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: Contract for Professional Services City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Contract for Professional Services EXHIBIT D Excerpt from Corpus Christi General Conditions for Construction Projects Related to Design Services Contract for Professional Services Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology.......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22—Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26—Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29—Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from Form 00 72 00 General Conditions- 1 Rev 18-2 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi(City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from Form 00 72 00 General Conditions-2 Rev 18-2 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from Form 00 72 00 General Conditions-3 Rev 18-2 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition -The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from Form 00 72 00 General Conditions-4 Rev 18-2 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner -The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from Form 00 72 00 General Conditions-5 Rev 18-2 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor -An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from Form 00 72 00 General Conditions-6 Rev 18-2 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work- Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from Form 00 72 00 General Conditions-7 Rev 18-2 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from Form 00 72 00 General Conditions-8 Rev 18-2 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions-9 Rev 18-2 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from Form 00 72 00 General Conditions- 10 Rev 18-2 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from Form 00 72 00 General Conditions- 11 Rev 18-2 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. Excerpt from Form 00 72 00 General Conditions- 12 Rev 18-2 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from Form 00 72 00 General Conditions- 13 Rev 18-2 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from Form 00 72 00 General Conditions- 14 Rev 18-2 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from Form 00 72 00 General Conditions- 15 Rev 18-2 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. S. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from Form 00 72 00 General Conditions- 16 Rev 18-2 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from Form 00 72 00 General Conditions- 17 Rev 18-2 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from Form 00 72 00 General Conditions- 18 Rev 18-2 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from Form 00 72 00 General Conditions- 19 Rev 18-2 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from Form 00 72 00 General Conditions-20 Rev 18-2 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from Form 00 72 00 General Conditions-21 Rev 18-2 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from Form 00 72 00 General Conditions-22 Rev 18-2 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES AMENDMENT NO. 1 18024A Laguna Shores Rd (Hustlin' Hornet Dr to Caribbean Dr) The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Ija Engineering, Inc., a Texas corporation, 820 Buffalo Street, Corpus Christi, Nueces County, Texas 78401 , (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL-----------------------------------------------------------------------3 ARTICLE III COMPENSATION----------------------------------------------------------------------------3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ----------------------------------------------------------------------5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION.........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT....................................................7 ARTICLE X OWNER REMEDIES -----------------------------------------------------------------------7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................10 EXHIBITS Page 1 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the% of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts,excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 31d party owners/operators. Page 2 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $702,125, for a restated total fee not to exceed $752,025. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Gep'si 01tapt shall 5S.-A-Mot a Rate C`nhea--Floy0ith their pFepesal City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3)days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis,the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. Page 3 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BYANYONE CLAIMING BY,THROUGH OR UNDERTHE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). Page 4 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project' refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's bestjudgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Page 5 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins,within three days of receipt of such notice,to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 6 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit,examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four(4)years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement(Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts,vouchers, memoranda,time sheets, payroll records, policies, procedures,and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. Page 7 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21)calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant,whether for additional compensation,additional time or other relief,shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. Page 8 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation,the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement,the Party alleging such breach shall,as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contractor tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 I n case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. Page 9 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City,without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s)at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. Page 10 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code,to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govemment/city-secretary/conflict-disclosure/index. 13.11 Boycott Israel. As required by Chapter 2270,Government Code,Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel"means refusing to deal with,terminating business activities with,or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory,but does not include an action made for ordinary business purposes. 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County,Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable,and the invalidity or unenforceability of anyArticle, sentence, clause or parts of this Agreement, in any one or more instance,shall not affect or prejudice in anyway the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein,is in conflict with Articles I-XIII of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI UA ENGINEERING 7/3 111g Jeff H.Edmonds, P. E. Date eff , P. E., Date Director of Engineering Services Vice President 820 Buffalo Street Corpus Christi,TX 78401 APPROVED AS TO LEGAL FORM (361)887-8851 Office jcoym@lja.com Assistant City Attorney Date ATTEST City Secretary Date Page 11 Rev.18.4 KAENGINEERING OATAEXOHANGE%VELMAP%STREE7118024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP IWAENOMENT NO.1%2D184)430 CONTRACT PROFESSIONAL SERVICES.DOC Laguna Shores Rd (Hustlin' Hornet Dr to Caribbean Dr) (Project No. 18024A) Accounting Unit 3551-051 Account 550950 Activity 18095-A-3551-EXP Account Category 50950 Fund Name ST 2015 GO BOND 2014 Page 12 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18024A LAGUNA SHORES FROM HUSTLIN HORNET TO CARIBBEAN BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC EXHIBIT "A" CITY OF CORPUS CHRISTI, TEXAS SCOPE OF SERVICES, FEES AND SCHEDULES LAGUNA SHORES RD. (CARIBBEAN DR. TO HUSTLIN' HORNET DR.) PROJECT NO. 18024A The Laguna Shores Road Project includes Preliminary, Design, Bid and Construction Phase Services, with associated Additional Services to support the project, for elevating, widening, paving, shore protection, pavement markings and roadway signage of Laguna Shores Road from Caribbean to Hustlin' Hornet. The project also includes associated drainage and utility improvements needed to accommodate the new raised and widened roadway. The construction budget for this project is$2,032,000for the roadway improvements and$1,650,000 for the utility improvements. No budget has been established for adding capacity to the drainage channel crossings. Analysis of the crossings will be done during the Preliminary Phase with subsequent amendments to the Design Phase Scope and Fee if additional capacity is needed and funded. Environmental studies and permitting are included as Additional Services. No budget has been established for environmental mitigation. If required, the contract will be amended for the mitigation design and a revised budget will be established. I. SCOPE OF SERVICES A. BASIC SERVICES 1. Preliminary Phase. The Arch itect/Engineer-A/E (also referred to as Consultant) will: a) Participate in Project Kick-off Meeting. Prepare and distribute meeting minutes to attendees within five working days of the meeting b) Provide scope of geotechnical testing requirements to the City's Geotechnical Consultant. C) Request and review available reports, record drawings, utility maps and other information provided by the City upon request pertaining to the project area. d) Develop preliminary requirements for utility relocations replacements or upgrades. Coordinate with the City's Project Manager and identify operating departments potential project needs. e) Develop preliminary street cross section recommendations. f) Prepare conceptual life-cycle cost estimate with recommended pavement sections using Federal Highway Administration (FHWA) "Real Cost" Program and provide data in ELR. g) Request and review traffic counts from the City Street Department h) Identify right-of-way acquisition requirements and illustrate on a schematic strip map and provide a summary table of anticipated ROW parcels i) Prepare preliminary opinions of probable construction costs for the recommended improvements. D Identify electric and communication utility companies and private pipeline companies that may have existing facilities and must relocated to accommodate the proposed improvements. k) Coordinate with AEP and City Traffic Engineering to identify location of electrical power conduit for street lighting and traffic signalization. 1) Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; upon request or concurrence of the Project Manager, meet and coordinate with agencies such as RTA, CDBG, USPS, affected school districts (CCISD, FBISD, etc.) community groups, TDLR, etc. m) Identify and recommend public outreach and community stakeholder requirements. n) Prepare a Draft Engineering Letter Report per the requirements of the attached Exhibit 13. AMEND. NO. 1 EXHIBIT"A" Page 1 of 12 o) Submit one (1)copy in an approved electronic format, and three(3) paper copies of the Draft Engineering Letter Report (ELR). P) Participate in Draft Engineering Letter Report review meeting with City staff to review and receive City comments on the Draft ELR as scheduled by City Project Manager. q) Assimilate all City review comments into the final ELR and provide one(1)set of the Final ELR (electronic and hard copies using City Standards as applicable) suitable for reproduction. r) Assist City in presenting summary of ELR findings to the Bicycle and Pedestrian Subcommittee and the Transportation Advisory Committee (TAC). Prepare PowerPoint presentation, handouts and exhibits for meeting. Provide follow-up and response to comments. City staff will provide electronic copies of the following information (as applicable and requested): a) Electronic index and database of City's record drawing and record information. b) Requested record drawings and record information in electronic format as available from City Engineering files. C) Budget for the Project specifying the funds available for the construction contract. d) A copy of existing studies and plans. (as available from City Engineering files). e) Field location of existing city utilities. (A/E to coordinate with City Operating Departments.) f) Applicable Master Plans and GIS mapping are available on the City's website. 2. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed, the A/E will: a) Provide coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and must be relocated to accommodate the proposed improvements. b) Prepare construction documents in City standard format for the work identified in the approved Final Engineering Letter Report. For construction plans that include improvements or modifications to the storm water, water and wastewater systems within the project limits, include standard City of Corpus Christi detail sheets as appropriate. C) Prepare construction plans in compliance with CPPSCF using English units on 11"x17" plan sheets. i) Provide Storm Water Pollution Prevention Plan, including construction drawings. d) Furnish three (3) sets of the interim plans (60% submittal - electronic and 11"X17" copy using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities. 1. Required with the interim plans is a "Plan Executive Summary", project checklist & drawing checklist, which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. e) Participate in Project 60%review meeting. Prepare and distribute meeting minutes to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and incorporate into 90% submittal. f) Provide three (3) sets of the interim plans and bid documents (90% submittal - electronic 11"x`17" copy using City Standards as applicable) to the City staff for review and approval purposes with revised estimates of probable costs. g) Participate in Project 90% review meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, and incorporate any requirements into the plans and specifications, and advise City of responding and non-responding participants as appropriate and, upon Notice to Proceed. AMEND. NO. 1 EXHIBIT"A" Page 2 of 12 h) Provide one (1) set of the final (100%) plans (unsealed and unstamped - electronic and hard copy using City Standards as applicable) for City's final review. i) Assimilate all final review comments. Upon approval by the Director of Engineering Services, provide one (1) set of the final plans and contract documents (electronic and hard copy using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the shared intellectual Property of the City of Corpus Christi and the Consultant. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. D Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that all submittals of the interim, pre-final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. Additional revisions or design submittals are required (and within the scope of Consultant's duties under this contract) if, in the opinion of the City Engineer or designee, Consultant has not adequately addressed City-provided review comments or provided submittals in accordance with City standards.. k) Prepare and submit monthly status reports to the Project Manager no later than the last Wednesday of each month with action items developed from monthly progress and review meetings. See attachment `A' for required form The City staff will: a) Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. b) Provide the budget for the Project specifying the funds available for the construction contract. C) Provide electronic copy of the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 3. Bid Phase. The A/E will: a) Participate in the pre-bid conference and provide a meeting agenda for critical construction activities and elements impacted the project. b) Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. C) Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format,for the Engineering Services'approval,any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d) Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. e) In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re- advertise that particular portion of the Project for bids. The City staff will: a) Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the A/E) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. b) Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. AMEND. NO. 1 EXHIBIT"A" Page 3 of 12 C) Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Administration Phase. A/E will provide the City with assistance, as requested, during the construction phase of the Project on a Time and Materials basis. Requests for services from the A/E will be submitted to the A/E via email from City staff (Construction Inspection or Engineering Services) and will include Calendar Meeting Requests. Verbal requests for services will be followed by an email to the A/E prior to action being taken by the A/E. Receipt of email requests, including Meeting Requests, from City Staff will be considered by the A/E as Authorization to Proceed on the requested services. Services provided under this line item will be invoiced to the City monthly and include time spent during the invoicing period. Total efforts for this Phase shall be within the limits of the budget established in Section III. Fees below. If it is apparent that additional efforts will be required beyond the estimated Contract budget after 75% of the estimated budget for this Line Item has been spent, the A/E will prepare a Contract Amendment for additional fees based upon an estimate of the amount of effort remaining to complete the Project. Work will not proceed beyond the approved budget. Services anticipated during the Construction Administration Phase may include: a) Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacting the project. b) Review, Contractor submittals and operating and maintenance manuals for conformance to contract documents. C) Review and interpret field and laboratory tests. d) Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e) Make visits to the site of the Project as requested to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction which will be provided by the City. f) Attend final inspection with City staff, provide punch list items for Contractor completion. The City staff will: a) Provide all Construction Administration and Construction Observation Services. b) Designate an individual to have responsibility, authority, and control for coordinating activities for the City during the Construction Phase. C) Review and approve contractor applications for payment. d) Conduct the final acceptance inspection and Certificate of Completion. B. ADDITIONAL SERVICES This section defines the scope of additional services that may only be included as part of this contract if authorized by the Director of Engineering Services. A/E may not begin work on any services under this section without specific written authorization by the Director of Engineering Services. Fixed Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. Time and Material Fees for Additional Services are an initial budget. If it is apparent that additional efforts will be required beyond the estimated Time and Material budget after 75% of the estimated budget has been spent,the A/E will prepare a Contract Amendment for additional fees based upon an estimate of the amount of effort remaining to complete the Project. The anticipated Additional Services to be completed after written authorization by the Director of Engineering Services are as follows: AMEND. NO. 1 EXHIBIT"A" Page 4 of 12 1. Permit Preparation (Fixed Fee). Furnish the City all survey and engineering data and documentation necessary for U.S.Army Corps of Engineers(USACE) permits. The A/E will prepare this documentation for all required signatures. The A/E will prepare and submit identified permits as applicable to the appropriate local, state, and federal authorities, including: a) Survey for Wetlands and LSLS for Segments 1, 2 and 3 LJA will complete and submit surveys for the proposed segments of Laguna Shores. Tasks include, Land Description Review, Category 1A Survey, including Mean Low Water(MLW), Mean Higher High Water(MHHW),wetland delineation,topography, wetland transects, and drafting for segments 1, 2 & 3 and Licensed State Land Survey (LSLS) review for segments 1 and 3. b) Wetland Delineation The objective of the delineation is to evaluate and document any portion of the site to be classified as a"Jurisdictional Water of the United States"as defined in 33 CFR 328 and subject to U.S. Army Corps of Engineers (USACE)jurisdiction. The delineation will be conducted according to the 2010 Regional Supplement to the Corps of Engineers (USACE) Wetland Delineation Manual: Atlantic and Gulf Coastal Plain Region (v.2), and the 2015 Clean Water Act Final Wetland Rule. The recent guidance and supplemental criteria have altered the primary determining factors for identifying waters of the United States. However, compliance with these criteria requires a significant increase in the documentation and scientific evaluation. Delineation work will consist of the following tasks: Task 1: Review of NRCS Soil Surveys: Task 1 will include a review of previously published soil data published by the U.S. Department of Agriculture, Natural Resources Conservation Service (NRCS), to determine the types of surface soils expected to be confirmed by on-site soil analysis. Task 2: Review of Aerial Photographs: Task 2 will include a review of historical aerial color and black/white photographic enlargements for selected years. Infrared color photographs will be analyzed for the presence of wetland signature color distortions. Information for all photographic interpretation will be compared to locate recurring sites where wetland signatures are present. Task 3: Site Reconnaissance for Wetland Indicators.: Task 3 will include inspecting the property under the field procedures outlined in the Corps of Engineers Wetland Delineation Manual—Technical Report Y-87-1 by the USACE. Samples of vegetation, soils, and hydrology indicators will be taken at each change in topography or vegetation. Vegetation samples will be evaluated and recorded at each sample area. Upland vegetation will be verified, for it is as significant as wetland vegetation in the determination process. Inspection of the property for evidence or lack of wetland hydrology will be performed at each sample area. Soil samples will be evaluated at each test site for their hydric and non-hydric characteristics. Non-hydric soils verify upland status and are as significant as hydric soils in the determination process. Task 4: Demarcation of Wetland Areas: Task 4 will include the flagging of the jurisdictional wetland areas and/or the ordinary high-water mark for location by a Registered Professional Land Survey (RPLS) or Global Positioning System (GPS). Location of the areas by RPLS or GPS survey using the USACE October 2003 Standard Operating Procedures is required for USACE verification/permitting and is recommended for project planning. AMEND. NO. 1 EXHIBIT"A" Page 5 of 12 Task 5: Preparation of a Map Representing Wetland Areas: Upon receipt of the RPLS or GPS wetland areas and the limits of the Jurisdictional Waters,information regarding the field location of the boundaries of all Section 10 and 404 waters/wetland limits within the property boundaries will be plotted on a scaled map. Each Jurisdictional area will be depicted with the following information: (1) size and shape; (2) surface area calculation (acres);and (3)combined total wetland and Jurisdictional Water area calculations. The final report submitted to the client from LJA will reflect the surveyed data from the RPLS or GPS survey showing the location of the wetlands. Task 6: Report Preparation: Task 6 will include the preparation of a final report. Upon completion of the site reconnaissance,data translation,and map preparation,a report will be completed,two copies of which will be given to the client. The report will include a discussion of methodology used to delineate the tract, site findings, copies of all historical information reviewed, such as U.S. Geological Survey topographical maps, NRCS soil survey maps, aerial photographs, site photographs, USACE routine data sheets, and a wetland delineation map. C) Drafting and Engineering Task 1: Scope of work for drafting and engineering includes; Designing cross sections and producing exhibits to be used in the USACE permitting application and TGLO lease for all three sections. d) USACE Individual Permit Scope of work for the preparation of a Clean Water Act Section 404 Permit and submission to the USACE will follow the criteria set forth in 33 CFR 325(Individual). A conceptual development plan including profiles must be approved by the client. LJA will utilize these plans to create the required permit submittal drawings in the USACE's preferred format. This cost estimate is only preliminary and does not take in to account the amount of proposed impacts to wetlands and/or "Waters of the United States." LJA cannot predict or guarantee what the agencies will require during the permitting process. The proposed scope/level of effort and cost estimate is based on our most recent experience with permit approval within the USACE. LJA will perform the following under this task: 1. Draft and submit the Individual Permit application and supporting documents to the applicant/client for review prior to submittal to the USACE. (LJA must have written approval from the client authorizing LJA to submit the permit application to the USACE.) 2. Section 401 certification is required for Individual Permits. LJA will draft a Tier I checklist and/or Tier II questionnaire, whichever is appropriate, upon written approval from the applicant/client. The purpose of this information is to satisfy the regulatory guidelines set forth in Section 401 and Section 404b (1) of the Clean Water Act. 3. Attend at least two (2) on-site meetings with USACE and resource protection agencies. 4. Attend two(2)meetings with the USACE, including a Joint Evaluation Meeting (JEM). 5. Consult with the client and land owner regarding the site development plan and alternatives. 6. Draft the Public Notice for the USACE, if approved by the USACE Project Manager. AMEND. NO. 1 EXHIBIT"A" Page 6 of 12 7. Assist the applicant in responding to agency comment letters submitted during the interagency and/or thirty(30) day Public Notice period. 8. Consult with the applicant and landowner regarding the Wetland Mitigation Plan and design. 9. Assist the applicant/client in providing the USACE site specific requested information and/or Revised Site Development Plan, if necessary. The Individual Permit process is constantly evolving and may require additional tasks not specified in items 1 through 9 above. If additional tasks are required, LJA will provide the client with an additional proposal related to each specific additional task. e) TCEQ Alternatives Analysis Task: Section 401 certification is required for Individual Permits. LJA will draft and submit an alternatives analysis to the applicant/client for review prior to submittal to the TCEQ and USACE. The purpose of this information is to satisfy the regulatory guidelines set forth in Section 401 and Section 404b (1) of the Clean Water Act. Drafting of the alternative analysis is a lengthy process and will require information from the client.Section 401 certification is a separate coordination effort with the TCEQ and is required prior to the USACE authorizing the Section 404 permit. The Environmental Protection Agency(EPA)will also review the alternatives analysis,and may require an additional and specific response. f) USFWS/TPWD Coordination Threatened & Endangered Species Assessment: The objective of the Threatened and Endangered Species Assessment is to evaluate the potential for the existence of critical or irreplaceable habitats, which are considered protected under the Endangered Species Act of 1973 and subsequent amendments and listings. The following selected tasks will be considered for the proposed project site. 1: Review of Agency Listing for Estimated Habitat Boundaries. The listings currently maintained by U.S. Fish and Wildlife will be evaluated to determine if any of the listed species may be shown to potentially inhabit the area. 2: Consultation with Appropriate Agencies. Task 1 results may reveal the need for additional current information. If necessary, the USFWS will be interviewed for information regarding specific species having potential for habitation of the subject site. 3:Site Reconnaissance and Biological Impact Assessment. The biological aspects of the potential habitat will be physically reviewed and documented to determine if the habitat is desirable or reproductively useful to the specific species. A shorebird survey may be conducted as per USFWS guidelines in the piping plover recovery plan. 4: Preparation of Letter of Findings and Recommendations. Following the completion of all research and site reconnaissance, a letter of findings and recommendations will be completed and forwarded to the client, along with a current copy of the currently listed species. g) Mitigation Plan Development (Time & Materials) $100,000 g.1) Mitigation Plan Scope of the work for the permitting of a mitigation plan will follow the criteria set forth in 33 CFR 325 (Individual). A conceptual mitigation plan must be approved by the client. USACE approved plans shall be incorporated into roadway construction plans. LJA cannot predict or guarantee what the agencies will require during the permitting process. This task and effort will also include coordination with USFWS and TPWD. AMEND. NO. 1 EXHIBIT"A" Page 7 of 12 This task also includes the drafting and engineering for the proposed mitigation site. This task may include several sets of drawings, as mitigation may occur both on site and off site due to the level of impacts and comments from USACE. An offsite mitigation plan is likely based on the previous section of Laguna Shores and the lack of available mitigation lands adjacent to the project. Offsite areas will need to be delineated, surveyed, and coordinated with the USACE, USFWS, TPWD, local community, and adjacent landowners. This task also includes any public meetings that may be required as a result of the offsite mitigation plan Early indications of potential mitigation include the possibility of restoring hydrology to Red Head pond, among other alternatives. This may include engineering stormwater drainage or other unrelated project engineering as a result of off-site, out-of-kind mitigation efforts. g.2) Endangered Species Review Endangered species lists for Nueces County will be reviewed and any potential impacts from the roadway construction will be determined. If need be, coordination with the USFWS will be conducted regarding consultation. g.3) Archaeological Issues Review Coordination with the Texas Historical Commission (THC)will be conducted in order to determine any potential impacts of roadway construction and clearances needed. h) Texas General Land Office (TGLO) Lease Encroachments of any proposed roadway into State Lands will require a Texas General Land Office lease. The application will be drafted and submitted to the TGLO, and coordinated through both the local and Austin offices, resulting in an approved lease for the portions of the road on State Lands. Application fees are to be paid by the City. i) MPO Coordination Coordination with the Corpus Christi Metropolitan Planning Organization(MPO)and selected Contractor regarding the Resilience and Durability to Extreme Weather Grant from the Federal Highways Administration (FHWA). This will include the integration of engineering plans and specifications for the living shorelines portion(s) of the proposed project. These efforts will also include impacts and resulting mitigation to be included in the USACE permit application and TGLO lease. 2. Right-of-Way(ROW)Acquisition Survey and Parcel Descriptions (TBD).All work must comply with Category 1-A, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. All work must be tied to and in conformance with the City's Global Positioning System (GPS) control network. All work must comply with all TxDOT requirements as applicable. a) Perform surveys to determine apparent right-of-way widths. b) Research plats, ROW maps, deed, easements, and survey for fence corners, monuments, and iron pins within the existing ROW and analyze to establish existing apparent ROW. A/E must obtain Title Commitments from a local title company and provide copies to the City. Title Commitments shall identify title ownership and any title encumbrances to all right-of-way to be acquired. AMEND. NO. 1 EXHIBIT"A" Page 8 of 12 C) Provide a preliminary base map containing apparent ROW,which will be used by the A/E to develop the proposed alignment and its position relative to the existing and proposed ROW. This preliminary base map must show lot or property lines, land ownership and addresses as per appraisal district records. d) Prepare Metes and Bounds Instruments with supporting exhibits as required and agreed upon, subsequent to the ELR acceptance, for ROW parcels, utility easements and temporary construction easements. e) Set property corners and prepare right of way strip parcel map depicting all parcels proposed for acquisition. Metes and bounds descriptions must indicate parent tract areas based on the most accurate information available. Strip map will show entire parent tracts at"not to scale"and for information only. All existing easements within the parcels to be acquired and those within adjacent parcels must be shown. f) Prepare individual signed and sealed parcel maps and legal descriptions for the required right of way acquisition for parcels and easements.A strip map showing all parcels required will be submitted along with parcel descriptions.Additional fees may be required in resolving boundary conflicts between Owners. A/E shall submit parcel maps and legal descriptions prior to the 60% submittal. Should this service be required, a Contract Amendment will be prepared by the A/E for City Staff to review prior to commencing work. 3. Topographic Survey (Fixed Fee). All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include reference tying Control Points to a minimum of two (2) registered boundary monuments in the vicinity of the project that will not be disturbed by construction. a) Establish Horizontal and Vertical Control. b) Establish both primary and secondary horizontal/vertical control. C) Set project control points for Horizontal and Vertical Control outside the limits of project construction disturbance. d) Horizontal control will be based on NAD 83 State plane coordinates (South Zone), and the data will have no adjustment factor applied — i.e. —the coordinate data will remain in grid. e) Vertical control will be based on NAVD 88. f) All control work will be established using conventional (non-GPS)methods. Perform topographic surveys to gather existing condition information. g) Locate proposed soil/pavement core holes as drilled by the City's Geotechnical Engineering Consultant. h) Obtain x, y, and z coordinates of all accessible existing wastewater, storm water, water and gas lines as well as any other lines owned by third-parties and locate all visible utilities, wells and signs within the apparent ROW width along project limits. Survey shall include utilitymarkings from the Texas 811 request.Surveying services, related to level A subsurface utility engineering (SUE) shall be provided as part of the scope of work for SUE. i) Locate improvements within the apparent ROW. D Locate and identify trees, at least five inches in diameter within the apparent ROW. k) Generate electronic planimetric base map for use in project design. 1) Obtain finished floor elevations of buildings along the roadway corridor. m) The survey should not stop at the property line, but should extend beyond the property line as needed to pick up features and surface flow patterns in the vicinity of the Project that could potentially impact the design or be impacted by the construction. AMEND. NO. 1 EXHIBIT"A" Page 9 of 12 This includes features such as existing swales or ditches, foundations, loading docks/overhead doors, driveways, parking lots, etc. within 20' of the property line. n) Topo surveying of identified areas of mitigation adjacent or within the project site. 4. Environmental Issues (TBD). Identify and develop a scope of work for any testing, handling and disposal of hazardous materials and/or contaminated soils that may be discovered during construction. Should this service be required, a Contract Amendment will be prepared by the A/E for City Staff to review prior to commencing work. 5. Hydrology and Hydraulic Analysis(Fixed Fee). Provide hydrology and hydraulic analysis of the Beasley and Van Galen Drainage Basins to determine 25, 50 and 100-year storm flows. Determine the required culvert or bridge size for the outfall of each under Laguna Shores based on the City Drainage Criteria Technical Guide—March 2009.The analysis will also consider the impact, if any, resulting from elevating the roadway to maintain traffic during high tide events. 6. Drainage Crossing DesignT( BD). Design fees for enlarging the crossings if needed are not included in the contract. City will provide LIDAR data for use in determine drainage boundaries and design elevations. Should this service be required, a Contract Amendment will be prepared by the A/E for City Staff to review prior to commencing work. 7. Public Meetings (Fixed Fee). Participate in two (2) public meetings. Prepare exhibits for meetings. Provide follow-up and response to citizen comments as requested. The City will schedule, advertise for, plan and conduct the meetings. 8. Traffic Control Plan (Fixed Fee). Prepare Traffic Control and Construction Sequencing Plans. The TCP will include construction sequencing,typical cross section and construction phasing plan sheets, warning and barricades, as well as standards sheets for barricades, traffic control plan, work zone pavement markings and signage. 9. Warranty Phase(Fixed Fee). Provide a maintenance guaranty inspection toward the end of the one-year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair,fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action,with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. 10. Preparation of Record Drawings (Time and Materials). Review Contractor-provided construction "red-line"drawings. Prepare Project record drawings and provide a reproducible set and electronic file (AutoCAD r.14 or later) within two (2) months of final acceptance of the project. All drawings shall be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. AMEND. NO. 1 EXHIBIT"A" Page 10 of 12 II. SCHEDULE Date Activity Begin Preliminary Phase Upon receipt of executed contract and NTP from City Submit Geotech requirements, and record 15 Days after NTP data request Submit Draft Engineering Letter Report 45 Days after receipt of requested Geo, SUE, and data Submit Final Engineering Letter Report 15 Days after receipt of written draft review comments Submit 60% Design 3 Months after receipt of Final Engineering Letter Report approval Submit 90% Design 2 Months after receipt of 60% comments from City Submit 100% Design (Pre-Final) 1 month after receipt of 90% comments from City Submit Sealed Final Plans 15 Days after receipt of Pre-Final comments from City III. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-3 above, and for all expenses incurred in performing these services. For services provided in Section I.A.1-3, A/E will submit monthly statements for basic services rendered. The statements will be based upon A/E's estimate (and with City's concurrence) of the proportion of the total services actually completed at the time of billing. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services. For authorized Additional Services, the A/E will submit monthly statements for services rendered. For Fixed Fee Additional Services Line Items,the statements will be based upon A/E's estimate (and with City's concurrence) of the proportion of the total services actually completed at the time of billing. For Time and Materials Additional Services,the statements will be based upon A/E's time spent during the period of time covered by the invoice and shall not exceed the budget established in this section, Section III. Fees. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services,"the City will pay the A/E a not-to-exceed fee as per the table below: AMEND. NO. 1 EXHIBIT"A" Page 11 of 12 Initial Large A/E Contract Total Contract Amd. No. 1 Basic Services Fees 1. Preliminary Phase(FF) $22,450.00 $45,550.00 $68,000.00 2. Design Phase(FF) $228,550.00 $228,550.00 3. Bid Phase(FF) $12,330.00 $12,330.00 4. Construction Phase(T&M) $35,480.00 $35,480.00 Subtotal Basic Services Fees $22,450.00 $321,910.00 $344,360.00 Additional Services Fees 1. Permitting(FF) 1a.Survey for Wetlands and LSLS for Segments 1,2 and 3 $47,600.00 $47,600.00 1b.Wetland Delineation $5,000 $17,400.00 $22,400.00 1c. Drafting&Engineering $19,440.00 $19,440.00 1d. USACE Individual Permit $22,500.00 $22,500.00 1 e.TCEQ Alternatives Analysis $9,600.00 $9,600.00 1f. USFWS/TPWD Coordination $3,300.00 $3,300.00 1g.Mitigation Plan Development(T&M) $100,000.00 $100,000.00 1g.1.Mitigation Plan 1g.2. Endangered Species Review 1g.3.Archaeological Issues Review 1 h.Texas General Land Office(TGLO)Lease $3,600.00 $3,600.00 1i. MPOCoordination $11,550.00 $11,550.00 2. ROW Acquisition Survey TBD TBD 3.Topographic Survey(FF) $22,450.00 $50,000.00 $72,450.00 4. Environmental Issues TBD TBD 5. H&H Analysis(FF) $28,130.00 $28,130.00 6. Drainage Crossing Design(FF) TBD TBD 7. Public Meetings(FF) $7,500.00 $7,500.00 8.Traffic Control(FF) $39,335.00 $39,335.00 9.Warranty Phase(FF) $2,760.00 $2,760.00 10. Record Drawings(T&M) $17,500.00 $17,500.00 Sub-Total Additional Services $27,450.00 $380,215.00 $407,665.00 Fees Total Authorized Fee $49,900.00 $702,125.00 $752,025.00 (Notes: `FF"designates Line Items to be invoiced on a Fixed Fee basis,and`T&M'designates Line Items to be invoiced on a Time&Materials basis. `AUTHORIZED'constitutes"written authorization to proceed"on an Additional Services Line Item.) AMEND. NO. 1 EXHIBIT"A" Page 12 of 12 EXHIBIT B SAMPLE PAYMENT REQUEST FORM Sample form for: COMPLETE PROJECT NAME Payment Request Rev5edp7r27too Project No.XXXX Invoice No.12345 Invoice Date: Total Amount Previous Total Percent Basic Services: Contract Amd No. 1 Amid No.2 Contract Invoiced Invoice Invoice Complete Preliminary Phase $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% Design Phase 2,000 1,000 0 3,000 1,000 500 1,500 50% Bid Phase 500 0 250 750 0 0 0 0% Construction Phase 2,500 0 1,000 3,500 0 0 0 0% Subtotal Basic Services $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services: Permitting $2,000 $0 $0 $2,000 $500 $0 $500 25% Warranty Phase 0 1,120 0 1,120 0 0 0 0% Inspection 0 0 1,627 1,627 0 0 0 0% Platting Survey TBD TBD TBD TBD TBD TBD TBD 0% O& M Manuals TBD TBD TBD TBD TBD TBD TBD 0% SCADA TBD TBD TBD TBD TBD TBD TBD 0% Subtotal Additional Services $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% Summary of Fees Basic Services Fees $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services Fees 1 2,000 1,120 1,627 4,747 500 0 500 11% Total of Fees 1 $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% Contract for Professional Services EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1 ,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: Contract for Professional Services City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Contract for Professional Services EXHIBIT D Excerpt from Corpus Christi General Conditions for Construction Projects Related to Design Services Contract for Professional Services Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology.......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22—Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26—Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29—Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from Form 00 72 00 General Conditions- 1 Rev 18-2 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi(City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from Form 00 72 00 General Conditions-2 Rev 18-2 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from Form 00 72 00 General Conditions-3 Rev 18-2 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition -The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from Form 00 72 00 General Conditions-4 Rev 18-2 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner -The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from Form 00 72 00 General Conditions-5 Rev 18-2 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor -An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from Form 00 72 00 General Conditions-6 Rev 18-2 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work- Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from Form 00 72 00 General Conditions-7 Rev 18-2 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from Form 00 72 00 General Conditions-8 Rev 18-2 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions-9 Rev 18-2 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from Form 00 72 00 General Conditions- 10 Rev 18-2 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from Form 00 72 00 General Conditions- 11 Rev 18-2 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. Excerpt from Form 00 72 00 General Conditions- 12 Rev 18-2 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from Form 00 72 00 General Conditions- 13 Rev 18-2 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from Form 00 72 00 General Conditions- 14 Rev 18-2 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from Form 00 72 00 General Conditions- 15 Rev 18-2 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. S. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from Form 00 72 00 General Conditions- 16 Rev 18-2 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from Form 00 72 00 General Conditions- 17 Rev 18-2 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from Form 00 72 00 General Conditions- 18 Rev 18-2 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from Form 00 72 00 General Conditions- 19 Rev 18-2 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from Form 00 72 00 General Conditions-20 Rev 18-2 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from Form 00 72 00 General Conditions-21 Rev 18-2 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from Form 00 72 00 General Conditions-22 Rev 18-2 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES AMENDMENT NO. 1 18046A Swantner Dr (Indiana Ave to Texas Trail) The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director)and Urban Engineering, a Texas corporation, 2725 Swantner, Corpus Christi, Nueces County, Texas 78404, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL.......................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION.........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT....................................................7 ARTICLE X OWNER REMEDIES -----------------------------------------------------------------------7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS.................................................10 EXHIBITS Page 1 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046A SWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the% of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts,excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 31d party owners/operators. Page 2 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046ASWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $422,075, for a restated total fee not to exceed $469,575. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Gep'si 01tapt shall 5S.-A-Mot a Rate Cnhead- to vnn4h their pFepesal City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three(3)days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis,the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. Page 3 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046ASWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BYANYONE CLAIMING BY,THROUGH OR UNDERTHE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). Page 4 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046ASWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project' refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's bestjudgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Page 5 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046ASWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins,within three days of receipt of such notice,to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 6 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046ASWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit,examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four(4)years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement(Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts,vouchers, memoranda,time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the Page 7 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046ASWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21)calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant,whether for additional compensation,additional time or other relief,shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with Page 8 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046ASWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation,the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement,the Party alleging such breach shall,as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contractor tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 I n case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. Page 9 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046ASWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City,without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s)at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. Page 10 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046ASWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1\AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Ii 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code,to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Boycott Israel. As required by Chapter 2270, Government Code, Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel"means refusing to deal with,terminating business activities with,or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable,and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with Articles I-XI I I of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI URB ENG/I/N R //J 1�, 36),`(� Jeff H. Edmonds, P. E. Date Eugene . Urban, S., P. Date Director of Engineering Services Principal Authorized Repr6sentative 2725 Swantner Corpus Christi, TX 78404 APPROVED AS TO LEGAL FORM (361) 854-3101 Office curban@urbaneng.com Assistant City Attorney Date ATTEST City Secretary Date Page 11 Rev.18-4 K3ENGINEERING DATAEXCHANGESVELMAPISTREET118046A SWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP I"MPNDMENT NO.112018-D430 CONTRACT PROFESSIONAL SERVICES.DOC 18046A Swantner Dr (Indiana Ave to Texas Trail) Accounting Unit 3551-051 Account 550950 Activity 18095-A-3551-EXP Account Category 50950 Fund Name ST 2015 GO BOND 2014 Page 12 Rev. 18-4 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\18046A SWANTNER DRIVE FROM TEXAN TO INDIANA BOND 2018,PROP 1AMENDMENT NO.1\2018-0430 CONTRACT PROFESSIONAL SERVICES.DOC Job No. 43125.138.00 EXHIBIT "A" CITY OF CORPUS CHRISTI, TEXAS SWANTNER DRIVE (TEXAN TRAIL TO INDIANA AVENUE) PROJECT NO. 18046A BOND ISSUE 2018 I. SCOPE OF SERVICES A. BASIC SERVICES For the purpose of this contract, Preliminary Phase may include Schematic Design and Design Phase services may include Design Development as applicable to Architectural services. SCOPE: Swantner Drive (Texan Trail to Indiana Avenue) — This project will consist of Engineering and Design of the Swantner Drive Project in the City of Corpus Christi Bond 2018 Proposition A. The project will encompass reconstruction and rehabilitation of a residential collector street with underground utility and drainage work. Additionally, topographic and drainage review services will identify existing drainage conditions including critical elevations on surrounding street network and underground storm systems. The project will update existing infrastructure and alleviate drainage issues. 1. Preliminary Phase The Arch itect/Engineer-A/E (also referred to as Consultant) will: I., /mRI14oc tG- AW-BRE-14-94-95-3 �nii4hir, &A-9 �nir�rLir�ly days of the MeetiRg a�,,., I�)t't.GsiGit �repaFartf6rrr-vrca GGG a Gf W rf49F�eG-4-QGhAiG-.A1 iRyestigatf6R by the C) Request available reports, record drawings, utility maps and other information provided by the City pertaining to the project area. d) Develop preliminary requirements for utility relocations replacements or upgrades. Coordinate with the City's Project Manager and identify operating departments potential project needs. e) Develop preliminary street cross section recommendations. f) Identify right-of-way acquisition requirements and illustrate on a schematic strip map. g) Prepare preliminary opinions of probable construction costs for the recommended improvements. h) Develop drainage area boundary map for existing and proposed drainage areas served. i) Conduct the hydraulic analysis to quantify the storm sewer design of existing and proposed systems. Include the analysis of inlet capacity. D Identify electric and communication utility companies and private pipeline companies that may have existing facilities and must relocated to accommodate the proposed improvements. k) Coordinate with AEP and City Traffic Engineering to identify location of electrical power conduit for street lighting and traffic signalization. 1) Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; upon request or concurrence of the Project Manager, meet and coordinate with agencies such as RTA, CDBG, USPS, affected school districts (CCISD, FBISD, etc.) community groups, TDLR, etc. EXHIBIT"A" Pagel of 10 Job No. 43125.138.00 m) Identify and recommend public outreach and community stakeholder requirements. n) Request and review traffic counts from the City Street Department. o) Prepare an Engineering Letter Report (20 — 25 page main-body text document with supporting appendices) that documents the analyses, approach, opinions of probable construction costs, and document the work with text, tables, schematic- level exhibits and computer models or other applicable supporting documents required per City Plan Preparation Standards Contract Format (CPPSCF). Engineering Letter Report to include: 1. Provide a concise presentation of pertinent factors, sketches, designs, cross- sections, and parameters which will or may impact the design, including engineering design basis, preliminary layout sketches, construction sequencing, alignment, cross section, geotechnical testing report, right-of- way requirements, conformance to master plans, identification of needed additional services, identification of needed permits and environmental consideration, existing and proposed utilities, identification of quality and quantity of materials of construction, and other factors required for a professional design. 2. Include summary output tables from Hydraulic and Hydrologic analyses. 3. Include existing site photos. 4. Provide opinion of probable construction costs. 5. Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; meet as City agent or with City participation and coordinate with agencies such as RTA, CDBG, USPS, CCISD, community groups, TDLR, etc. 6. Provide anticipated index of drawings and specifications. 7. Provide a summary table of anticipated ROW parcels. 8. Provide data from Federal Highway Administration (FHWA) Life Cycle Cost Analysis of Pavements software and recommended pavement option. P) Submit one (1) copy in an approved electronic format, and three (3) paper copies of the Draft Engineering Letter Report. q) Participate in project review meeting with City staff on the Draft Engineering Letter Report as schedule by the City Project Manager. r) Assimilate all City review comments of the Final Engineering Letter Report (ELR). Provide one (1) electronic and one (1) hard copy using City Standards as applicable) suitable for reproduction. S) Assist City in presenting summary of ELR findings to City-appointed capital project oversight committee responsible for reviewing preliminary project design. Assist in preparing PowerPoint presentation, handouts and exhibits for meeting. Provide follow-up and response to comments. City staff will provide electronic copies of the following information (as applicable and requested): a) City's record drawing and record information of existing infrastructure as are available from City files. b) Provide the preliminary budget, specifying the funds available for construction. C) A copy of existing studies and plans. (as available from City files). d) Field location of existing city utilities. (A/E to coordinate with City Operating Department). EXHIBIT"A" Page 2 of 10 Job No. 43125.138.00 e) Applicable Master Plans and GIS mapping are available on the City's website. Provide City Standard specification standard detail sheets, standard and special provisions and forms for required bid documents. Project Assumptions: 1. All necessary geotechnical services and pavement design options will be provided by the City. During the preliminary design phase, the City will provide the geotechnical report. 2. Any necessary subsurface utility engineering (SUE) services will be determined by Urban Engineering during the preliminary design phase and include recommended scope of SUE services and pothole locations. Fees for necessary SUE services will be determined based upon scope and a negotiated additional service as required. 3. The City will provide Televising of Utility Lines for all applicable storm water and wastewater utility lines that will be incorporated and/or replaced as part of the project. Urban Engineering will provided the City with a recommended scope of utility lines that should be televised. 4. The City will provided all traffic counts and peak hour turning movement counts necessary for the project design. 5. The City will perform all public outreach including scheduling and coordinating the agenda and presentation material for all public meetings. The City will prepare and mail out notices for the meeting to the affected stakeholders. Urban Engineering will participate in two (2) public meetings and provide exhibits. The City will provide all public outreach and citizen/ stakeholder coordination during the design and construction of the project including one-on-one stakeholder meetings. 6. Detailed street lighting design including lighting distribution and photometric analysis of Swantner Drive are not included in this scope of work. Urban Engineering will assist the City in developing recommendations for the street lighting to be consistent with the future City Street Lighting Policy that has not yet been adopted. The records provided for A/E's use under this contract are proprietary, copyrighted, and authorized for use only by A/E, and pa/ y for the intended purpose of this project. Any unauthorized use or distribution of the records provided under this contract is strictly prohibited. 2. Design Phase Upon approval of the preliminary phase, designated by receiving authorization to proceed, the A/E will: a) Provide coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and must relocated to accommodate the proposed improvements. b) Provide assistance to identify testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). C) Prepare construction documents in City standard format for the work identified in the approved ELR. Construction plans to include improvements or modifications to the storm water, water and wastewater systems within the project limits. Include standard City of Corpus Christi detail sheets as appropriate. d) Prepare construction plans in compliance with CPPSCF using English units on 11"x 17". EXHIBIT"A" Page 3 of 10 Job No. 43125.138.00 1. Prepare Traffic Control and Construction Sequencing Plans. The TCP will include construction sequencing, typical cross section and construction phasing plan sheets, warning and barricades, as well as standards sheets for barricades, traffic control plan, work zone pavement markings and signage. 2. Provide Storm Water Pollution Prevention Plan, including construction drawings. e) Provide three hard copies (3) set of the interim plans (60% submittal - electronic and hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities. 1. Required with the interim plans is a "Plan Executive Summary, project checklist & drawing checklist" which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. 2. Attend 60% submittal meeting with City Staff to assist staff in review of 60% submittal. f) Hold Project 60% review meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and, upon Notice to Proceed. g) Provide three hard copies (3) set of the pre-final plans and bid documents (90% submittal - electronic and hard copy using City Standards as applicable) to the City staff for review and approval purposes with revised estimates of probable costs. Plan execution summary, project checklist and plan checklist. h) Hold Project 90% review meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, and incorporate any requirements into the plans and specifications, and advise City of responding and non-responding participants as appropriate and, upon Notice to Proceed. i) Provide three hard copies (3) set of the final (100%) plans (unsealed and unstamped - electronic and full-size hard copy using City Standards as applicable) for City's final review. j) Assimilate all final review comments Upon approval by the Director of Engineering Services, provide one (1) set of the final plans and contract documents (electronic and full-size hard copy using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the shared intellectual property of the City of Corpus Christi and the Consultant. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. k) Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that all submittals of the interim, pre-final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. Additional revisions or design submittals are required (and within the scope of Consultant's duties under this contract) if, in the opinion of the City Engineer or designee, Consultant has not adequately addressed City- provided review comments or provided submittals in accordance with City standards. EXHIBIT"A" Page 4 of 10 Job No. 43125.138.00 1) Prepare and submit Monthly Status Reports to the Project Manager no later than the last Wednesday of each month with action items developed from monthly progress and review meetings. Provide copy of contract documents along with appropriate fee to Texas Department of Licensing and Regulation (TDLR) for review and approval of accessibility requirements for pedestrian improvements (as authorized by Additional Services). 3. Bid Phase The A/E will: a) Participate in the pre-bid conference and provide a meeting agenda for critical construction activities and elements impacted the project. b) Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. C) Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d) Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. e) In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re-advertise that particular portion of the Project for bids. The City staff will: a) Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b) Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the A/E) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. C) Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. d) Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Administration Phase The A/E will perform contract administration to include the following: a) Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b) Review, Contractor submittals and operating and maintenance manuals for conformance to contract documents. C) Review and interpret field and laboratory tests. d) Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. EXHIBIT"A" Page 5 of 10 Job No. 43125.138.00 e) Make regular visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f) P epaFe G-iaRge eFders—ass—a-uthoFzed by the—G+tyL,--provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g) Review, evaluate and recommend for City consideration Contractor Value Engineering proposal. h) Attend final inspection with City staff, provide punch list items to the City's Construction Engineers for contractor completion, and provide the City with a Certificate of Completion for the project upon successful completion of the project. i) Review Contractor-provided construction "red-line" drawings. Prepare Project record drawings and provide a reproducible set and electronic file (AutoCAD r.14 or later) within two (2) months of final acceptance of the project. All drawings shall be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City staff will: a) Prepare applications/estimates for payments to contractor. b) Conduct the final acceptance inspection with the Engineer. B. ADDITIONAL SERVICES This section defines the scope of additional services that may only be included as part of this contract if authorized by the Director of Engineering Services. A/E may not begin work on any services under this section without specific written authorization by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. The A/E shall, with written authorization by the Director of Engineering Services, perform the following: 1. Permit Preparation Furnish the City all engineering data and documentation necessary for all required permits. The A/E will prepare this documentation for all required signatures. The A/E will prepare and submit identified permits as applicable to the appropriate local, state, and federal authorities, including: a. NPDES Permit/Amendments (including SSC, NOI NOT). b. Texas Department of Licensing and Regulation (TDLR). 2. Right-of-Way (ROW) Acquisition Survey (NOT AUTHORIZED) All work must comply with Category 1-A, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. All work must be tied to and in conformance with the City's Global Positioning System (GPS) control network. All work must comply with all TxDOT requirements as applicable. EXHIBIT"A" Page 6 of 10 Job No. 43125.138.00 a) Perform surveys to determine apparent right-of-way widths. b) Research plats, ROW maps, deed, easements, and survey for fence corners, monuments, and iron pins within the existing ROW and analyze to establish existing apparent ROW. A/E must obtain Preliminary Title Reports from a local title company and provide copies of the title reports to the City. Preliminary Title Report shall identify title ownership and any title encumbrances to all right-of-way to be acquired. C) Provide a preliminary base map containing apparent ROW, which will be used by the A/E to develop the proposed alignment and its position relative to the existing and proposed ROW. This preliminary base map must show lot or property lines, land ownership and addresses as per appraisal district records. d) Prepare Metes and Bound Instrument with supporting exhibits as required and agreed upon, subsequent to ELR acceptance for ROW parcels, utility easements and temporary construction easements. e) Set property corners and prepare right of way strip parcel map depicting all parcels proposed for acquisition. Metes and bounds descriptions must indicate parent tract areas based on the most accurate information available. Strip map will show entire parent tracts at "not to scale" and for information only. All existing easements within the parcels to be acquired and those within adjacent parcels must be shown. f) Prepare individual signed and sealed parcel maps and legal descriptions for the required right of way acquisition for parcels and easements. A strip map showing all parcels required will be submitted along with parcel descriptions. Additional fees may be required in resolving boundary conflicts between Owners. A/E shall submit parcel maps and legal descriptions prior to the 60% submittal. 3. Topographic Survey All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors'❑ Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include references tying Control Points to a minimum of 2 registered Benchmark Monuments in the vicinity of the Project that will not be disturbed by construction. a) Establish Horizontal and Vertical Control. b) Establish both primary and secondary horizontal/vertical control. C) Set project control points for Horizontal and Vertical Control outside the limits of project construction disturbance. d) Horizontal control will be based on NAD 83 State plane coordinates (South Zone), and the data will have no adjustment factor applied — i.e. —the coordinate data will remain in grid. e) Vertical control will be based on NAVD 88. f) All control work will be established using conventional (non-GPS) methods. Perform topographic surveys to gather existing condition information. g) Locate proposed soil/pavement core holes as drilled by the City's Geotechnical Engineering Consultant. h) Obtain x, y, and z coordinates of all accessible existing wastewater, storm water, water and gas lines as well as any other lines owned by third-parties and locate all visible utilities, wells and signs within the apparent ROW width along project limits. Survey shall include utility marking from the Texas 811 request. Surveying services, related to Level A subsurface engineering (SUE) shall be provided as part of the scope of work for SUE. EXHIBIT"A" Page 7 of 10 Job No. 43125.138.00 i) Locate improvements within the apparent ROW. j) Locate and identify trees as least five inches in diameter, and areas of significant landscape or shrubs, within the apparent ROW. k) Generate electronic planimetric base map for use in project design. 1) Obtain finished floor elevations of building along the roadway corridor. m) The survey should not stop at the property line, but should extend beyond the property line as needed to pick up features and surface flow patterns in the vicinity of the Project that could potentially impact the design or be impacted by the construction. This includes features such as existing swales or ditches, foundations, loading docks/overhead door, driveways, parking lots, etc. within 20' of the property line. 4. Environmental Issues (NOT AUTHORIZED) Identify and develop a scope of work for any testing, handling and disposal of hazardous materials and/or contaminated soils that may be discovered during construction. 5. Public Involvement Participate in two public meetings. One public meeting shall be held after submittal of the Final Engineering Letter Report and one public meeting shall be held prior to start of project construction. Assist in preparation of notices, PowerPoint presentations, handouts and exhibits for meetings. Assist in drafting responses to citizen comments. Revise contract drawings to address citizen comments, as directed by the City. 6. Subsurface Utility Investigation (NOT AUTHORIZED) a) Provide subsurface utility engineering in accordance with ASCE Standard "ASCE C-1, 38-02, Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data" including, but not limited to, hydro-excavation. The proposed subsurface utility investigation will be as follows: i) Excavation — The survey scope includes working with a subsurface utility excavator to perform Quality Level A investigation of underground utilities in specified areas through the project limit. (Quality Level A involves the use of nondestructive digging equipment at critical points to determine the horizontal and vertical position of underground utilities, as well as the type, size, condition, material, and other characteristics.) Utilities located at this quality level will be physically located and tied to the topographic survey control. The utility will be identified and an elevation will be obtained to the top of the utility. ii) Utility Location — The survey scope includes locating certain utilities to Quality Level B (Quality Level B involves surveying visible above ground utility facilities, such as manholes, valve boxes, posts, etc., and correlating this information with existing utility records.) These utilities will be located by obtaining a One-Call Notice and measuring the marked locations. iii) Storm Water — Storm water facilities within the project limits will be located to Quality Level C. Locations will be based on the surveyed locations of accessible storm water manholes and drainage inlets. iv) Wastewater —Wastewater facilities within the project limits will be located to Quality Level C. Locations will be based on the surveyed locations of accessible wastewater manholes. Wastewater lines that are not to be replaced as part of this project and that fall within the footprint of construction-related excavation shall be located at Quality Level A. EXHIBIT"A" Page 8 of 10 Job No. 43125.138.00 V) Water — Water facilities within the project limits will be located to Quality Level C. vi) Gas — Gas facilities within the project limits will be located to Quality Level C by the A/E. The City of Corpus Christi Gas Department will provide Quality Level A. The A/E will coordinate this activity. b) Inform local franchises whose utilities fall within the footprint of construction- related excavation of the potential for encountering their utility lines during construction. 7. Warranty Phase Provide a maintenance guaranty inspection toward the end of the one-year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. II. SCHEDULE Date Activit NTP October 8, 2018 Draft ELR submittal October 29, 2018 City Comments Review November 26, 2018 Final ELR submittal January 7, 2019 60% Design Submittal January 20, 2019 60% City Review Comments February 22, 2019 90% Design Submittal March 15, 2019 90% City Review Comments March 29, 2019 100% Design Pre-Final Submittal April 12, 2019 100% City Review Comments April 19, 2019 100% Final Sealed Submittal TBD Advertise for Bids TBD Pre-Bid Conference TBD Receive Bids TBD Contract Award TBD Begin Construction TBD Complete Construction EXHIBIT"A" Page 9 of 10 Job No. 43125.138.00 III. FEES A. Fee for Basic Services The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided, A/E will submit monthly statements for services rendered. The statement will be based upon A/E's estimate (and with City's concurrence) of the proportion of the total services actually completed at the time of billing. City will make prompt monthly payments in response to A/E's monthly statements. B. Fee for Additional Services For services authorized by the Director of Engineering Services under Section I. B. "Additional Services," the City will pay the A/E a not-to-exceed fee as per the table below: Summary of Fees Basic Services Fees Original Contract Amendment #1 Total 1. Small A/E $2,500 $2,500 2. Preliminary Phase $118,222.50 $118,222.50 3. Design Phase $197,037.50 $197,037.50 4. Bid Phase $19,703.75 $19,703.75 5. Construction Administration Phase $59,111.25 $59,111.25 Subtotal Basic Services Fees $2,500 $394,075 $396,575 Additional Services Fees (Allowance) Original Contract Amendment #1 Total 1. Permit Preparation NPDES $6,500 $6,500 TDLR $4,500 $4,500 2. Topographic Survey and- o.ar^o' no^^r;r+;^n^ $45,000 $45,000 3. Environmental Issues To Be Determined 4. Public Involvement $12,000 $12,000 5. Subsurface Utility Investigation To Be Determined 6. Construction Observation Services To Be Determined 7. Warranty Phase $5,000 $5,000 Sub-Total Additional Services Fees Authorized $45,000 $28,000 $73,000 Total Authorized Fee $47,500 $422,075 $469,575 EXHIBIT"A" Page 10 of 10 EXHIBIT B SAMPLE PAYMENT REQUEST FORM Sample form for: COMPLETE PROJECT NAME Payment Request Rev5edp7r27too Project No.XXXX Invoice No.12345 Invoice Date: Total Amount Previous Total Percent Basic Services: Contract Amd No. 1 Amid No.2 Contract Invoiced Invoice Invoice Complete Preliminary Phase $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% Design Phase 2,000 1,000 0 3,000 1,000 500 1,500 50% Bid Phase 500 0 250 750 0 0 0 0% Construction Phase 2,500 0 1,000 3,500 0 0 0 0% Subtotal Basic Services $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services: Permitting $2,000 $0 $0 $2,000 $500 $0 $500 25% Warranty Phase 0 1,120 0 1,120 0 0 0 0% Inspection 0 0 1,627 1,627 0 0 0 0% Platting Survey TBD TBD TBD TBD TBD TBD TBD 0% O& M Manuals TBD TBD TBD TBD TBD TBD TBD 0% SCADA TBD TBD TBD TBD TBD TBD TBD 0% Subtotal Additional Services $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% Summary of Fees Basic Services Fees $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services Fees 1 2,000 1,120 1,627 4,747 500 0 500 11% Total of Fees 1 $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% Contract for Professional Services EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1 ,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: Contract for Professional Services City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Contract for Professional Services EXHIBIT D Excerpt from Corpus Christi General Conditions for Construction Projects Related to Design Services Contract for Professional Services Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology.......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22—Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26—Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29—Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from Form 00 72 00 General Conditions- 1 Rev 18-2 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi(City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from Form 00 72 00 General Conditions-2 Rev 18-2 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from Form 00 72 00 General Conditions-3 Rev 18-2 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition -The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from Form 00 72 00 General Conditions-4 Rev 18-2 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner -The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from Form 00 72 00 General Conditions-5 Rev 18-2 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor -An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from Form 00 72 00 General Conditions-6 Rev 18-2 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work- Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from Form 00 72 00 General Conditions-7 Rev 18-2 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from Form 00 72 00 General Conditions-8 Rev 18-2 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions-9 Rev 18-2 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from Form 00 72 00 General Conditions- 10 Rev 18-2 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from Form 00 72 00 General Conditions- 11 Rev 18-2 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. Excerpt from Form 00 72 00 General Conditions- 12 Rev 18-2 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from Form 00 72 00 General Conditions- 13 Rev 18-2 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from Form 00 72 00 General Conditions- 14 Rev 18-2 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from Form 00 72 00 General Conditions- 15 Rev 18-2 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. S. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from Form 00 72 00 General Conditions- 16 Rev 18-2 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from Form 00 72 00 General Conditions- 17 Rev 18-2 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from Form 00 72 00 General Conditions- 18 Rev 18-2 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from Form 00 72 00 General Conditions- 19 Rev 18-2 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from Form 00 72 00 General Conditions-20 Rev 18-2 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from Form 00 72 00 General Conditions-21 Rev 18-2 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from Form 00 72 00 General Conditions-22 Rev 18-2 se �o F v AGENDA MEMORANDUM Future Item for the City Council Meeting of August 14, 2018 "°oRPowp�E° Action Item for the City Council Meeting of August 21, 2018 1852 DATE: August 3, 2018 TO: Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P.E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreyew@cctexas.com (361) 826-3851 Professional Services Contract Bond & Capital Improvement Program Support Motion to authorize execution of a professional services contract with R.H. Shackelford, Inc. (RHSI) of Corpus Christi,Texas for a period of six(6)months in the amount of$352,526 with one (1)optional six-month renewal to be administratively awarded for a total contract cost not to exceed $705,052 to support launching the Bond 2018 Program, overseeing the Harbor Bridge Replacement Project (HBRP) Utility Relocations, and completing prior Bond Programs (2012, 2014 & 2016) and on-going Capital Improvement Program (CIP) projects. PURPOSE: The purpose of this Agenda Item is to obtain contract authority with RHSI for continued engineering and technical management support for the City's capital improvement program including execution of the annual CIP, wrapping up the Bond 2012, 2014 and 2016 projects, overseeing the HBRP Utility Relocations Project, and successfully launching the Bond 2018 Program. BACKGROUND AND FINDINGS: Historically, Engineering Services has used a combination of in-house and contract staff resources to accomplish its mission of successfully delivering capital projects for all City departments. Contract resources have allowed the department to adjust quickly to changing workload demands and to gain access to skills and experience that could not otherwise be obtained. RHSI has extensive experience assisting municipal governments with project delivery and has helped the City frequently since 2008. Project#:Various 1 JE/ASG Legistar#: 18-0954 Rev.0—08/03/18 Since 2015, the Engineering Services Department has made significant improvements to overall department operations and effectiveness. RHSI has been a key contributor in restructuring Engineering Services and helping to make the necessary operational improvements. During that period, Engineering has gotten stalled programs moving forward, greatly reduced turnaround times on key business actions such as change order and pay invoice processing. During that period, key financial metrics have improved such professional service fees as a percentage of construction cost and the overall change order percentage, which in now under 2% of aggregate portfolio value. Currently, the City has over 200 capital improvement projects (streets, utilities, and facility related) currently under design or construction, with a total contract value exceeding $350M. This work includes the remaining projects for Bonds 2012, 2014, and 2016, as well as, the annual CIP. There is an additional $52M of estimated City Utility Relocation work to be executed by TXDOT's project developer for the HBRP. RHSI is leading the Utility Relocation construction oversight effort to ensure that the project developer adequately addresses the City's interests. Currently, Engineering Services has 63 total budgeted positions with only 13 vacancies (21%). Since 2015, Engineering Services made significant efforts to reduce our reliance on contract positions. Management has interviewed over 96 applicants for various departmental vacancies. Of those 96 applications screened, 22 offers were made but only 13 candidates accepted permanent positions with the City. During that time period, the department also lost 12 full-time employees. There has also been turnover with staff that was working under contract both in the project management area and construction inspections. Recruitment and retention continues to be a challenge for the department. In 2016, City Council approved a professional service agreement with RHSI for six (6) positions to help address critical vacancies in Engineering Services. Since then,the department has successfully recruited and replaced four (4) of those positions with permanent City employees. The two (2) remaining positions are critical senior positions that remain vacant due to the challenge of identifying qualified applicants with sufficient relevant experience. Both positions are leadership roles - one in Project Management and one primarily focused on Utility-related Construction. Engineering Services will continue to recruit for those two (2) key positions. Ideally this contract would also allow for some overlap and transition to permanent staff when good candidates are hired with the knowledge, experience, and leadership ability and to successfully assume those roles and maintain the positive momentum of program execution. This item provides for a six-month contract with one optional six-month extension for the continuation of professional services support of two (2) senior licensed Professional Engineers with over 60 years of combined experience for the following primary areas of responsibility: • LEAD PROGRAM MANAGEMENT—Provide one senior licensed engineer to lead, train and mentor project management staff to maximize capabilities for engineering services and contract management. Duties primarily include assisting with Architect / Engineer contract negotiations, design coordination and oversight to ensure strict cost and schedule controls and development of council briefing materials that are complete, concise, and logical. Duties also include maintaining continuity of on-going project execution and overseeing the successful launch of the Bond 2018 Program. • UTILITY CONSTRUCTION MANAGEMENT — Provide one senior licensed engineer with extensive experience administering and controlling heavy construction projects. Duties include leading the construction management team and inspections for the HBRP Utility Relocation projects expected to total over $50 million. Primary duties include oversite, review, coordination and approval of multiple individual HBRP Utility Relocation project Project#:Various 2 JE/ASG Legistar#: 18-0954 Rev.0—08/03/18 "packages". Services also include coordination of TXDOT, TXDOT's "Developer", multiple construction subcontractors, and City Utilities to minimize costs and service disruption to local businesses and residents. Additionally, this individual will provide continued overall support for CIP program projects, including claims, dispute resolution, change order negotiations and litigation. ALTERNATIVES: 1. Authorize execution of the Professional Services Contract. 2. Do not authorize the Professional Services Contract. (Not Recommended) OTHER CONSIDERATIONS: Staff will continue to evaluate and amend current recruiting strategies to successfully fill Department vacancies. CONFORMITY TO CITY POLICY: This conforms to city policy for procurement of professional services. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Engineering Services Department FINANCIAL IMPACT: X Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Years 2017-2018 Current Year 2018-2019 TOTALS Line Item Budget $352,526 $352,526 $705,052 Encumbered/Expended Amount This item $352,526 $705,052 Future Anticipated Expenditures $352,526 BALANCE $352,526 $0.00 $0.00 Fund(s): Street and Utility CIP Comments: The contract will be charged to various projects in accordance with hours worked in support of each project. RECOMMENDATION: City staff recommends approval of the contract to support ongoing major projects and programs. LIST OF SUPPORTING DOCUMENTS: Presentation Contract Project#:Various 3 JE/ASG Legistar#: 18-0954 Rev.0—08/03/18 Corpus Chr sti Engineering Engineering Services: Maintaining the Momentum _i Council Presentation i August 14, 2018 Building a Successful Transition `'� NEW LEADERSHIP Corpus Chr sti Engineering ➢ 2015 - Encountered: ❑ Numerous legacy problems & process deficiencies ❑ Inexperienced project & construction managers ❑ Bond 2012 program substantially over budget &behind schedule ❑ Bond 2014 program stalled - budget & design problems ❑ Little Bond construction underway ❑ Unacceptable turnaround times on change orders & invoices ❑ Outstanding Invoices ❑ Project & Construction Management functions lacked coordination ❑ Ineffective organizational structure ❑ Inadequate tracking & reporting ❑ Low accountability ❑ High vacancy rate (• , Building a Successful Transition NEW LEADERSHIP Corps Chr sti Engineering ➢ Since 2015 - Actions: ✓ Recruited experienced leadership (contract & FTE's) ✓ Restructured department - improved effectiveness ✓ Realigned resources to work demands ✓ Streamlined processes & updated procedures ✓ Restructured compensation plan& filled key positions ✓ Revised budgets & secured funding to advance Bond 2012 ✓ Value-engineered Bond 2014 projects to address shortfalls ✓ Developed program execution schedule ®ularly updated/reported ✓ Improved records management ✓ Developed Change Order policy, reduced % & improved reporting ✓ Improved & standardized construction management procedures ✓ Improved AE/contractor invoice processing times 3 Building Success J.c PROJECT PROGRESS Corpus Chrsti Engineering ➢ Since 2015 - Accomplishments ✓ Bond 2012-44 projects: 59% complete, 20% in construction, 20% remain ✓ Bond 2014- 28 projects: 25% complete, 54% in construction, 21% remain ✓ Bond 2016-4 projects: 25% in construction, 75% remain ✓ Bond 2018 - completed planning, scoping &preliminary engineering ✓ All Programs moving forward on schedule ✓ Only one Bond project in litigation ✓ No projects-in-trouble ✓ Timely payment of$8 - 10 M invoicing per month ✓ Demonstrable evidence of Bond project completion throughout City! ✓ Department has regained public trust in ability to execute programs Building Success ' WORK EXECUTION LEVEL Corpus Chr sti Engineering CONTRACTING ACTIVITY 2015 $100 M 2016 $146 M 7 2017 $186 M 2018 $ 60 M** 0P#PROJ COMPLET CON REMAIN 2012 44 26(59%) 9 (20%) 9 (20%) 2014 28 7 (25%) 15 (54%) 6(21%) * New Contracts 2016 4 0 1 (25%) 3 (75%) ** AsofJu1y2018 ***As of August,2018. Building on Our Success MAINTAINING THE MOMENTUM Corpus Chr sti Engineering ➢ Existing Staffing Situation - ✓ Increased Resources required to successfully • Launch Bond 2018 Program • Continue Residential Street Rebuild Project Implementation • Coordinate/Oversee Harbor Bridge Utility Relocation Project • Ensure project/program executions are timely&within budgets ✓ Project management & inspection vacancy rates still high (21%) ✓ Recruiting environment challenging • Two steps forward, one back(Hire 2,Lose 1) • Recent departures overload existing staff • Lack of experienced candidates ; , ✓ Building on Our Success MAINTAINING THE MOMENTUM Corpus Chrsti Engineering ➢ Contracted Staff Support - ✓ Reliance on contract staff- reduced with permanent hires ✓ Contract resources still required to • Maintain project throughput • Mentor less experienced staff • Minimize project risks ✓ 2- Senior Licensed Engineers (THIS ITEM) • Over 60 Years Combined Experience • Advanced/Lead Program&Utility Construction Management • Six-month contract(one optional six-month extension) 7 Building Success ENGINEERING SERVICES DEPARTMENT Corpus Chrsti Engineering Questions? CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES Project No. 18126A Project Management and Construction Management Services Bond 2018, Harbor Bridge Utility Replacement Project, Ongoing Capital Improvement Program The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and R. H. Shackelford, Inc., a Texas corporation, 5151 Flynn Parkway, Suite 500, Corpus Christi, Nueces County, Texas 78413, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL.......................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION.........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT....................................................7 ARTICLE X OWNER REMEDIES .......................................................................7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................10 EXHIBITS Contract for Professional Services ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the% of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts,eYGeFpt atter o ac Cvhihi4 n 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits AaPd A- 4. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 31d party owners/operators. Contract for Professional Services 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $705,052 for a total duration of 12-months. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. rend iltapt shall s h-mit a Cate Qnhed-i liey.gith their pFepesal. City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three(3)days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis,the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. Contract for Professional Services 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall,to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BYANYONE CLAIMING BY,THROUGH OR UNDERTHE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of 6-months beginning on the Effective Date for a total of$352,526. The Agreement may be administratively renewed for up to one 6-months renewal option upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. Contract for Professional Services 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project' refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's bestjudgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Contract for Professional Services Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins,within three days of receipt of such notice,to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Contract for Professional Services 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit,examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four(4)years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement(Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts,vouchers, memoranda,time sheets, payroll records, policies, procedures,and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. Contract for Professional Services 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment,the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21)calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant,whether for additional compensation,additional time or other relief,shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. Contract for Professional Services 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation,the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement,the Party alleging such breach shall,as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contractor tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 I n case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. Contract for Professional Services ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City,without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s)at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—forml295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. Contract for Professional Services 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code,to complete and file Form CIO with the City Secretary's Office. For more information and to determine if you need to file a Form CIO, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Boycott Israel. As required by Chapter 2270, Government Code,Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel"means refusing to deal with,terminating business activities with,or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory,but does not include an action made for ordinary business purposes. 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable,and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein,is in conflict with Articles I-XIII of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI a. . 7AteORD, INC. 3AJ&20(9 Jeff H. Edmonds, P. E., Date YJ LrjyShoemaker, P. . Date Director of Engineering Services nt/CEO 5151 Flynn Parkway, Suite 500 Corpus Christi, TX 78413 APPROVED AS TO LEGAL FORM (361) 850-3075 Office (361) 993-1131 Fax jshoemaker@rhsitx.com Assistant City Attorney Date ATTEST City Secretary Date Contract for Professional Services Project Management and Construction Management Services Bond 2018, Harbor Bridge Utility Replacement Project, Ongoing Capital Improvement Program Project No. 18126A Fund Name Accounting Account Activity No. Amount Unit No. Bayfront Park 3126-734 550950 E15152 01 3126 EXP $13,558 Energy 2014 PPF 3163-091 550950 E13143 01 3163 EXP 13,558 Seawall Maint 3272-707 550950 E12070 01 3271 EXP 13,558 Park & Rec 2013 GO Bd 12 3293-141 550950 E14016 01 3293 EXP 13,558 Park & Rec 2015 GO Bd 14 3294-141 550950 E15101 01 3294 EXP 13,558 Landfill 2018 TCO 3369-033 550950 E17118 01 3369 EXP 13,558 Landfill 2015 CO 3367-033 550950 E17060 01 3367 EXP 13,558 Landfill 2015 CO 3367-033 550900 E17061 01 3367 EXP 13,558 Storm Water 2012B RVBD 3495-043 550950 18100-A-3495-EXP 13,558 Storm Water 2012A RVBD 3496-043 550950 E15107 01 3496 EXP 13,558 Storm Water 2013 RVBD 3497-043 550950 E10200 01 3497 EXP 13,558 Water 2012B RVBD 4091-041 550950 E13096 01 4096 EXP 13,558 Water 2012B RVBD 4091-041 550950 E16290 01 4091 EXP 13,558 Water 2013 RVBD 4093-041 550950 E11066 01 4093 EXP 13,558 Water 2015 MRP2 4095-041 550950 E10008 01 4095 EXP 13,558 Water 2015 CIP 4096-041 550950 E13051 01 4096 EXP 13,558 Wastewater 2012B RVBD 4249-042 550950 190130 01 4249 EXP 13,558 Wastewater 2013 RVBD 4252-042 550950 E16255 01 4249 EXP 13,558 Wastewater 2013 RVBD 4252-042 550950 E16426 01 4252 EXP 13,558 Wastewater 2015 RVBD 4254-042 550950 E12206 01 4254 EXP 13,558 Wastewater 2015 RVBD 4254-042 550950 E16304 01 4254 EXP 13,558 Gas 2015 CIP 4559-022 550950 E12131 01 4559 EXP 13,558 Gas 2015 CIP 4559-022 550950 E16325 01 4559 EXP 13,558 PackChProjTIF2 3278-707 550950 H17019 01 3278 EXP 13,558 Street 2015 GO BD 14 3551-051 550950 E15113 01 3551 EXP 13,558 Street 2015 GO BD 14 3551-051 550950 E15108 01 3551 EXP 13,576 Total $352,526 Contract for Professional Services FZ H S I August 3, 2018 Mr. J.H. Edmonds, P.E. Director of Engineering Services 1201 Leopard Street Corpus Christi, Texas 78401 Subject: PROJECT MANAGEMENT(PM) SERVICES PROPOSAL Mr Edmonds, RHSI is pleased to present this proposal in the amount of$705,052 for two 6-month durations with total duration of 12-months to provide professional services for the Program Management and Construction Management Services for the Bond 2018, the Harbor Bridge Utility Replacement Project, and the ongoing Capital Improvement Program with completion of Bond programs 2012, 2014 and 2016 projects. These services will be tailored to compliment the capabilities of Engineering Services. Below is a summary of the proposed effort by position. • LEAD PROGRAM MANAGEMENT — Provide one senior licensed engineer to lead, train and mentor project management staff to maximize capabilities for engineering services and contract management. Duties primarily include assisting with Architect/Engineer contract negotiations, design coordination and oversight to ensure strict cost and schedule controls and development of council briefing materials that are complete, concise, and logical. Duties also include maintaining continuity of on-going project execution and overseeing the successful launch of the Bond 2018 Program. • UTILITY CONSTRUCTION MANAGEMENT — Provide one senior licensed engineer with extensive experience administering and controlling heavy construction projects. Duties include leading the construction management team and inspections for the HBRP Utility Relocation projects expected to total over $50 million. Primary duties include oversight, review, coordination and approval of multiple individual HBRP Utility Relocation project "packages". Services also include coordination of TXDOT, TXDOT's "Developer", multiple construction subcontractors, and City Utilities to minimize costs and service disruption to local businesses and residents. Additionally, this individual will provide continued overall support for CIP program projects, including claims, dispute resolution, change order negotiations and litigation. Position Hours Lead Program Mgt-2 Senior PE with minimum of 15 years' experience in 1872 management/leadership with 5 years associated with municipal government Sr Construction Engineer- Senior PE with minimum of 15 years' experience in 1768 management,to manage Construction Engineering functions Administrative Assistant)MManagement Aide 624 EXHIBIT "A" Page 1 of 2 FZ H S I ENoiN EE wiNo PaoEET M4NAEM ENT Monthly invoices will be for only those hours authorized and rendered. We are prepared to meet and review this proposal at your earliest convenience. Respectfully, Jerry J. Shoemaker,P.E. President/CEO EXHIBIT "A" Page 2 of 2 EXHIBIT B SAMPLE PAYMENT REQUEST FORM Sample form for: COMPLETE PROJECT NAME Payment Request Rev5edp7r27too Project No.XXXX Invoice No.12345 Invoice Date: Total Amount Previous Total Percent Basic Services: Contract Amd No. 1 Amid No.2 Contract Invoiced Invoice Invoice Complete Preliminary Phase $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% Design Phase 2,000 1,000 0 3,000 1,000 500 1,500 50% Bid Phase 500 0 250 750 0 0 0 0% Construction Phase 2,500 0 1,000 3,500 0 0 0 0% Subtotal Basic Services $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services: Permitting $2,000 $0 $0 $2,000 $500 $0 $500 25% Warranty Phase 0 1,120 0 1,120 0 0 0 0% Inspection 0 0 1,627 1,627 0 0 0 0% Platting Survey TBD TBD TBD TBD TBD TBD TBD 0% O& M Manuals TBD TBD TBD TBD TBD TBD TBD 0% SCADA TBD TBD TBD TBD TBD TBD TBD 0% Subtotal Additional Services $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% Summary of Fees Basic Services Fees $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% Additional Services Fees 1 2,000 1,120 1,627 4,747 500 0 500 11% Total of Fees 1 $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% Contract for Professional Services EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1 ,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: Contract for Professional Services City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Contract for Professional Services SC AGENDA MEMORANDUM Future Item for the City Council Meeting of August 14, 2018 NgHPO PP`E 1852 Action Item for the City Council Meeting of August 21, 2018 DATE: July 13, 2018 TO: Keith Selman, Interim City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Dan Grimsbo, Director of Water Utilities dang@cctexas.com (361) 826-1718 Professional Services Contract Amendment Allison WWTP Lift Station and Plant Improvements (Capital Improvement Program) CAPTION: Motion to authorize execution of Amendment No. 3 to a professional services contract with Urban Engineering of Corpus Christi, Texas in the amount of $578,396 for a total restated fee of $1,490,918 for Allison Wastewater Treatment Plant (WWTP) Lift Station and Plant Improvements project. PURPOSE: This amendment will expand the scope of the project to address additional nitrification improvements and develop a comprehensive operation and maintenance manual. BACKGROUND AND FINDINGS: Allison WWTP was constructed in 1966 with the last major upgrade to the treatment process in 1984. It struggles to meet TCEQ permit levels. Allison WWTP experiences high concentration levels of Biochemical Oxygen Demand (BOD), Total Suspended Solids (TSS), and Ammonia- Nitrogen from an industrial source. The original design only included preliminary engineering to determine the levels and potential treatment options for BOD, TSS, Ammonia-Nitrogen. Preliminary engineering provided five (5) alternatives with the most cost-effective strategy of Project No:E10043 (Page 1) PM/C7 Legistar No.:18-0901 Rev.1—7/19/2018 Integrated Fixed-Film Activated Sludge (biological treatment process). This amendment provides engineering and design phase services to modernize the treatment process to address high concentrations of BOD, TSS and Ammonia-Nitrogen. This amendment includes modeling to retrofit the existing plant with new technology and proposed upgrades to optimize operations, maintenance and capital improvements. The scope also includes development of comprehensive operations and maintenance manuals with training to assist plant personnel with optimal readiness and plant support. The CIP 2018 / 2019 currently presents a budget of $10.5 million. The proposed improvements require additional funding for a total of$15 million. The additional funding will be programmed in CIP 2019 / 2020. Urban Engineering was selected through RFQ 2012-03. ALTERNATIVES: 1. Authorize execution of professional services contract amendment. (Recommended) 2. Do not authorize execution of contract amendment. (Not Recommended) OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Complies with statutory requirements for professional services contracts. Conforms to FY 2018 Capital Improvement Planning (CIP) Budget. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year Project to Date 2017-2018 Expenditures Current Year Future Years TOTALS (CIP only) Budget $912,522 $4,750,400 $6,337,078 $12,000,000 Encumbered / Expended Amount 912,522 293,600 This item 578,396 578,396 Future Anticipated Expenditures This Project 602,000 602,000 BALANCE $4,172,004 $5,735,078 $9,907,082 Fund(s): Wastewater CIP 2017 / 2018, items No. 6 and 7 Project No:E10043 (Page 2) PM/CJ Legistar No.:18-0901 Rev.1—7/19/2018 RECOMMENDATION: City staff recommend approval of Amendment No. 3. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Amendment No.3 Project No:E10043 (Page 3) PM/C7 Legistar No.:18-0901 Rev.1—7/19/2018 PROJECT BUDGET ESTIMATE ALLISON WASTEWATER TREATMENT PLANT LIFT STATION AND PLANT IMPROVEMENTS FUNDS AVAILABLE: Wastewater C I P................................................................................................ $ 12,000,000 TOTAL FUNDS AVAILABLE $ 12,000,000 FUNDS REQUIRED: Construction and Contingency Estimate:................................................................ TBD Construction Estimate....................................................................... TBD Contingency10%............................................................................. TBD Construction Inspection and Testing Estimate:......................................................... TBD Construction Inspection Estimate......................................................... TBD Testing Estimate.............................................................................. TBD Design:............................................................................................................ 1,490,918 *Original (Urban Engineering).............................................................. 244,020 Amendment No. 1 (Urban Engineering)................................................. 49,600 **Amendment No. 2 (Urban Engineering) 618,902 Amendment No. 3 (Urban Engineering) THIS ITEM ... 578,396 Reimbursements:.............................................................................................. 602,000 Contract Administration (Eng. Svcs Admin/Capital Budget/Finance)............ 240,000 Engineering Services (Project Mgmt/Constr Mgmt).................................. 360,000 Mi sc.............................................................................................. 2,000 TOTAL $ 2,092,918 ESTIMATED PROJECT BUDGET BALANCE $ 9,907,082 *Contract approved by City Council on December 16, 2014 by Motion No. M2014-174 **Amendment No. 2 approved by City Council on January 23, 2018 by M2018-013 NUECES RIVER N SCALE: N.T.S. NUECES BAY �oF T LST p'L cpRR/Op R w N ZQ p SHIP CHANN 0 CORPUS CHRISTI Fpa Q 3 QOQ af LEOPARD PROJECT LOCATION z 44 eq 44 CORPUS CHRISTI p< Oh/N 286 INTERNATIONAL F AIRPORT ORGP Q 358 pp N Z N r ,10 Q0�GI SA/� V ori �Q 358 Q� �SgRgTpcq��m Q1� CABANISS C9 FIELD <v Qv 43 5 2 286 Osp ��O LOCATION MAP NOT TO SCALE Project: E10043 Allison Wastewater Treatment CITY COUNCIL EXHIBIT Plant Lift Station and Plant CITY OF CORPUS CHRISTI,TEXAS Improvements DEPARTMENT OF ENGINEERING SERVICES p = _ Corpus Chr sti Engineering Allison Wastewater Treatment Plant Lift Station and Plant Improvements r� Council Presentation i August 14, 2018 Project Location CW A Corpus Chr Ad Engineering PROJECT LOCATION N wm�. SCALE:N.TS. i raesrcwx z Project Vicinity CW Corp*Chr Engineering Nueces River N SCALE: N.T.S. l ALLISON WASTEWATER TREATMENT PLANT LIFT STATION AND PLANT IMPROVEMENTS ���� 3 ^ P�Ogo eProjJect Sco p Corpus Chr sti �� Engineering • Retrofit existing plant unit processes on west basin infrastructure to convert the treatment into an Integrated Fixed-Film Activated Sludge (IFAS) treatment system. • Improve operational optimization that will allow Allison WWTP to treat the high waste concentrations from industrial users and meet the TCEQ treatment parameters. • Development of an engineering letter report, opinion of probable cost with plans and specifications for bidding and construction phase. • Additional services include the Plant Comprehensive O&M Manual, Treatment Process Modeling, Instrumentation Design and IFAS Operation Workshop for new system. Project Schedule Corp*Ch, Engineering • • 2020 A S O N D J F M A M J J A S O N D J F M A M J J A S Design Bid/ Construction Award Projected Schedule reflects City Council award in August 2018 with anticipated completion in September 2020. CITY OF CORPUS CHRISTI Amendment No. 3 to the CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT (No./Name) E10043 - Allison Wastewater Treatment Plant Lift Station and Plant Improvements The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Urban Engineering, a Texas company, 2725 Swantner, Corpus Christi, Nueces County, Texas 78404, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL.......................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS......................................................5 ARTICLE VII INDEMNIFICATION.........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT....................................................7 ARTICLE X OWNER REMEDIES .......................................................................7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS Contract for Professional Services Page 1 of 11 ARTICLE I –SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services,to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant(in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts,excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A;;A A- 4—It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. Contract for Professional Services Page 2 of 11 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $578,396 for a total amount not to exceed of$1,490,918. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three(3)days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis,the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Contract for Professional Services Page 3 of 11 Payment Requests have been previously issued and payments received from City shall,to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BYANYONE CLAIMING BY,THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 . . te the expiratie—A datea ef the prier term. ARY FeRt_Q�.A.4;_;156 1949 �At tht-9 S�A.Wlt_Q U-91P.M.6 AAd GGRditieRs, plus aR" 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Contract for Professional Services Page 4 of 11 Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V—OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's bestjudgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Contract for Professional Services Page 5 of 11 Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII —TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins,within three days of receipt of such notice,to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time& Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. Contract for Professional Services Page 6 of 11 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX— RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four(4)years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement(Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts,vouchers, memoranda,time sheets, payroll records, policies, procedures,and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X—OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; Contract for Professional Services Page 7 of 11 (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant's sole cost if, in the City's judgment,the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21)calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant,whether for additional compensation,additional time or other relief,shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation,the Parties agree that they shall first try to resolve any dispute arising out Contract for Professional Services Page 8 of 11 of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement,the Party alleging such breach shall,as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable,whether in contract or tort or otherwise,to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture,then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. Contract for Professional Services Page 9 of 11 The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City,without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s)at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.htm1. 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code,to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 Boycott Israel. As required by Chapter 2270, Government Code, Consultant hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel"means refusing to deal with,terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. Contract for Professional Services Page 10 of 11 13.12 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI URBAN ENGINEERING Jeff H. Edmonds, P.E. Date James L. Urban, P.E. Date Director of Engineering Services 2725 Swantner Corpus Christi Corpus Christi, Texas 78404 (361) 854-3101 Office Jimu@urbaneng.com APPROVED Assistant City Attorney Date ATTEST City Secretary Date Accounting Account Fund Name Unit No. Activity No. Amount WW 2013 Rev Bond 4252-064 550950 E10043-01-4252-EXP $578,396.00 Total $578,396.00 Contract for Professional Services Page 11 of 11 URBAN Job No. 16445.8800 ENGINEERING June 28 2018 Rev2 TRANSMITTED VIA EMAIL AND ORIGINAL MAILED Mr. Jeff Edwards, P.E. Director of Capital Programs City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469 Subject: Allison WWTP Lift Station and Plant Improvements City Project No. E10043 Dear Jeff: We presently have an AIE Contract to provide engineering services for the subject project. This project involves major rehabilitation to the existing Allison WWTP. Due to influent loadings to the Allison WWTP from a meat packing plant and resulting issues with plant operations and meeting TCEQ ammonia nitrogen limits we, as a part of our present AE contract, identified alternatives to improve nitrification compliance at the plant and provided a technical memorandum to the City with a proposed solution (Technical Memorandum —Allison WWTP Nitrification Study dated March 30, 2018). City staff has indicated that they want to pursue the recommended modifications of the existing treatment plant to the IFAS treatment process. The existing plant has two separate aeration basins, the West Aeration Basin and East Aeration Basin, and it is proposed, due to budget considerations, that only the West Aeration Basin be converted to the IFAS system. Preliminary indications are that converting just the West Aeration Basin will provide the results necessary (this is planned to be confirmed with modeling) and that there are no major issues with operating the two East and West treatment trains as separate treatment processes. It is also proposed that the four existing multistage blowers be replaced with new blowers. The replacement of the blowers is not in our original scope of rehab work (developed in 2015) or the AE contract. The existing blowers were installed in the 1984 expansion and are beginning to have breakdowns. We are proposing to replace the existing blowers for the following reasons: 1. Due to age of the blowers (34 years old) and recent breakdowns. 2. Different air requirements for the conversion to the IFAS system. 3. To provide a more energy efficient blower and blower control system. New blowers for the aeration basins are planned to have adjustable air output and controlled by proposed blower control system and new instrumentation in the West Aeration Basin. (361)854-3101 2725 SwANTNER DR. • CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 www.urboneng.com TBPE Firm#145 EXHIBIT A TBPLS Firm#10032400 Page 1 of 7 With the replacement of the existing blowers it is also proposed to construct a new Blower Building to house the proposed blower improvements. The existing Blower Building was constructed in 1984 and contains four multistage blowers. It is likely that the new blowers will be geared turbo blowers which takes up more space than the existing multi-stage. A new Blower Building will allow the most efficient arrangement of blowers to serve the plant. Proposed location of the new building is south of the existing Blower Building and at or outside of existing fence line. Existing fence will have to be reconstructed around the new building and access pavement. This area will require survey work to determine existing conditions and topography since it is outside of the plant site. It is also proposed that a soil boring be provided at the new building site and utilizing the City's on-call geo-tech services. This will be coordinated during the design phase. The overall scope for the proposed project is to design the following improvements: • Upgrade the existing West Aeration Basins with Integrated Fixed-Film Activated Sludge (IFAS) treatment system. • Provide a new Blower Building with the most efficient arrangement and type of new blowers to serve the new West Aeration Basin IFAS system, existing East Aeration Basin and existing Aerobic Digesters. • Modify the existing air supply system into the West Aeration Basins to meet the new air requirements. • Provide instrumentation and automation for monitoring of the aeration treatment process and for operation of the aeration/blower system. A more detailed list of the proposed engineering services is provided in the attached Attachment A — Scope of Services. Attachment A also includes Additional Services that are described in detail. This additional design work will be incorporated into the existing contractual work to provide one set of plans and specifications and to be bid out as one project. Adding this work will obviously have an impact on the completion of the design of the original scoped project. The following is an updated schedule to show inclusion of the IFAS improvements with the overall project. Day Date Activit Tuesday July 31, 2018 NTP Friday September 28, 2018 Draft Design Memo Submittal Thursday October 18, 2018 City Draft Design Memo Review Friday November 16, 2018 Final Design Memo Submittal Friday January 4, 2019 60% Design Submittal Thursday January 24, 2019 City Review Monday April 8, 2019 100% Design Submittal Thursday May 2, 2019 City Review Friday May 24, 2019 Final Submittal Monday June 3, 2019 Advertise for Bids Tuesday June 18, 2019 Pre-Bid Conference Wednesday July 3, 2019 Receive Bids Tuesday August 13, 2019 Contract Award Thursday September 12, 2019 Begin Construction TBD Complete Construction EXHIBIT A Page 2 of 7 Jeff Edwards, P.E. June 28, 2018 Page 3 of 3 We are now requesting an amendment to our present AE Contract to include the additional work noted above and described in Attachment W. Our engineering services include work by Freese and Nichols, our technical sub-consultant for this project, and Bath Engineering, for electrical design. We propose to perform the engineering services indicated above for an additional fee as provided on the following: Fee for Basic Services 1. Preliminary Phase $91,710 2. Design Phase $278,180 3. Bid Phase $6,940 4. Construction Phase $42,870 Subtotal Basic Services Fees $419,700 Fee for Additional Services (Allowance) 3. Topographic Survey $2,500 11. Plant Comprehensive O&M Manual $68,640 12. Influent Sampling and Characterization $23,735 13. Treatment Process Modeling $30,745 14. New Blower Building Windstorm Certificate $7,035 15. IFAS Operations Workshops $13,982 16. IFAS WWTP Field Visits $12,059 Sub-Total Additional Services $158,696 Total Authorized Fee $578,396 In summary, attached are the following: 1. Attachment A — Scope of Work 2. Updated Summary of Fees (Original plus Amendments) 3. Manhour Breakdown of proposed fee amendment 4. Sub-Consultant's Freese and Nichols and Bath Engineering breakdowns of fee amendment. Please review and let me know if any questions. We will be happy to sit down with staff and discuss at your earliest convenience. If acceptable, please have an AE fee Amendment No. 3 to the Contract processed. Sincerely, URBAN ENGINEERING L 04 Mark Maroney, MMI Enclosure xc: Pablo Martinez, P.E. —Project Manager w/encl. via email EXHIBIT A Page 3of7 ATTACHMENT A — SCOPE OF SERVICES IFAS DESIGN (Integrated Fixed Film Activated Sludge System) Allison WWTP I. BASIC SERVICES A. Preliminary Design Phase: 1. Perform site visits to the Allison WWTP 2. Provide the design, design calculations and information to include in a draft and a final Design Memorandum(DM)detailing the following. a. IFAS treatment system design for the West Aeration Basins including maintenance considerations. b. Hydraulic calculations through the West Aeration Basins with the new IFAS equipment. c. IFAS air demand and requirements for all anticipated future Allison WWTP process improvements. d. New blower design(type,size number of blowers)and electrical requirements. e. Recommended instrumentation and automation for secondary treatment process operation. f. Recommendation for new air system in East Aeration Basins. 3. Provide conceptual layouts of proposed IFAS system,blower building and instrumentation locations to include in the Design Memorandum. 4. Provide list of anticipated specification sections. 5. Provide an Engineer's Opinion of Probable Construction (EOPCC) for the proposed improvements with the Design Memorandum as part of the Preliminary Design. 6. Participate in review meetings of the draft and Final Design Memorandum. 7. Provide coordination for new Blower Building of survey work site and for geotechnical services utilizing the City's on-call geotechnical services. B. Final Design Phase: 1. Prepare drawings for 60%,90%and 100%Design of the following items and to incorporate into the original engineering services contractual work. a. Process and instrumentation and control modifications to the West Aeration Basins for the IFAS treatment system and proposed Process and Instrumentation Diagram. b. Structural modifications(if any)to the West Aeration Basins to accommodate the new IFAS equipment and requisite process improvements. c. New Blower Building with new blowers (new Blower Building is anticipated to be located on the south side of the plant, existing fencing will be to be relocated to go around the new building and driveways) d. Architectural elements for the new Blower Building EXHIBIT A Page 4 of 7 2. Prepare technical specifications for the 60%, 90%and 100%Design deliverables for the following items: a. IFAS equipment b. Instrumentation and Controls c. New blowers and accessories. d. New air piping e. New Blower Building 3. Coordinate with vendors to obtain equipment costs to be used for the Estimate of Probable Construction Cost for the recommended IFAS configuration and blower arrangement. 4. Participate in up to two review meetings of the 60%and 90%or 100%Design submittals with City staff. C. Bid Phase Refer to original and past amendments to AE Engineering Contract. D. Construction Phase Refer to original and past amendments to AE Engineering Contract. II. ADDITIONAL SERVICES A. Plant Operation and Maintenance(O&M)Manual: Prepare and provide a comprehensive facility Operation and Maintenance Manual for the Allison WWTP to meet the requirements outlined in TCEQ Sub-Chapter A, Item 217.16 of Chapter 217 Design Criteria For Domestic Wastewater Systems. The last manual prepared for the plant was prepared in 1986. This manual will be an updated manual that will cover the existing plant, several projects that have been completed since 1984 and the new IFAS treatment process being designed as a part of this Amendment No.3. Manual will be prepared as a hard copy for preliminary review by the City. After initial review,city comments will be incorporated and a draft PDF electronic manual will be prepared for City review. Final submission will be three sets of printed documents and a CD with the electronic PDF file. The PDF file will be able to be downloaded and used on any of the City's computer that has Adobe reader program. Sections and referenced pages will be bookmarked for easy access. City must keep a copy of the O&M manual at the treatment plant site per TCEQ requirements B. Windstorm Certification. Provide engineering services to obtain windstorm certification on the new Blower Building and for the new Electrical Control Room including preparation of a WPI-1 for each building. The buildings will be inspected during the construction phase by a Texas Licensed Professional Engineer approved by the Texas Department of Insurance. At completion of the construction provide a WPI-2-BC-5 Inspection Verification Form and obtain the WPI-8 Windstorm Certificate. C. Influent Sampling and Characterization.Perform two separate water quality sampling and analysis campaigns, each lasting two-weeks in duration, to fully characterize the influent organic(e.g. chemical oxygen demand and volatile suspended solids)and inorganic/industrial loading (e.g. ammonia, sulfide, benzene, inorganic suspended solids) fractions. The EXHIBIT A Page 5 of 7 characterization will be performed upstream and downstream of Kane Beef's connection with the collection system. The data from the sampling campaigns will be used in a whole-plant process model. The sampling campaigns are intended to provide an accurate influent characterization and are not intended to calibrate the process model since the treatment plant will change significantly as a result of the proposed improvements. This task includes manpower to gather the samples, delivering to a laboratory for analysis and paying for performing the analysis. D. IFAS Treatment Process Modeling. Gather data for input and perform BioWin process modeling for up to three different IFAS operational configurations for the current and anticipated permit limits. The proprietary BioWin software is a computer-generated wastewater treatment process simulator. The modeling will be used to fine tune the IFAS design for the West Aeration Basin and evaluate the impact of East/West Aeration Basins flow splits,return sludge rates, operating MLSS,DO requirements per zone, and secondary effluent quality for the existing aeration basins and final clarifier configuration and provide a recommendation for the operating strategy. This modeling will also help with exploring the strategy for the most efficient operation of the plant modifications. E. IFAS Operations Workshops Coordinate and conduct up to two Operations Workshops (maximum of 4 hours each) with City and Plant staff during the Construction Phase to help facilitate operational transition to the new IFAS secondary treatment process configuration. Workshops will be performed on the plant site. F. IFAS WWTP Field Visits. Locate existing plants with the IFAS treatment process in operation, coordinate a visit for the design team and with City staff. Visit will be to observe the IFAS treatment process in action and discuss the operations with that plant's staff. EXHIBIT A Page 6 of 7 AMENDMENT NO. 3 - IFAS TREATMENT SYSTEM ALLISON WWTP LIFT STATION AND PLANT IMPROVEMENTS (#E10043) Urban Engineering (T13PE #145) June 28, 2018. Rev2 SUMMARY OF FEES Original Amendment Amendment Amendment Contract No. 1 No. 2 No. 3 TOTAL Fee for Basic Services 1. Preliminary Phase $35,000.00 $7,500.00 $60,540.00 $91,710.00 194,750.00 2. Design Phase 150,000.00 32,100.00 265,540.00 278,180.00 725,820.00 3. Bid Phase 8,600.00 1,800.00 14,962.00 6,940.00 32,302.00 4. Construction Phase 38,300.00 8,200.00 68,158.00 42,870.00 157,528.00 Subtotal Basic Services Fees 231,900.00 49,600.00 409,200.00 419,700.00 1,110,400.00 Fee for Additional Services Allowance 1. Permit Preparation as applicable) 0.00 0.00 0.00 0.00 0.00 2. ROW Acquisition Survey 0.00 0.00 0.00 0.00 0.00 3. Topographic Surve \Field Investigation 0.00 0.00 18,400.00 2,500.00 20,900.00 4. Construction Observation Services 0.00 0.00 0.00 0.00 0.00 5. Start-up Services 8,000.00 0.00 7,900.00 0.00 15,900.00 6. Warranty Phase 4,120.00 0.00 3,200.00 0.00 7,320.00 7. Nitrification/Process Prel. Design 0.00 0.00 56,465.00 0.00 56,465.00 8. Surcharge Rate Analysis 0.00 0.00 76,130.00 0.00 76,130.00 9. Elect. & Instru. Standards & Doc 0.00 0.00 37,107.00 0.00 37,107.00 10. Blower Economic Evaluation 0.00 0.00 10,500.00 0.00 10,500.00 11. Plant Comprehensive O&M Manual 0.00 0.00 0.00 68,640.00 68,640.00 12. Influent Sampling &Characterization 0.00 0.00 0.00 23,735.00 23,735.00 13. Treatment Process Modeling 0.00 0.00 0.00 30,745.00 30,745.00 14. New Blower Bldg. Windstorm Cert. 0.00 0.00 0.00 7,035.00 71035.00 15. IFAS Operations Workshops 0.00 0.00 0.00 13,982.00 13,982.00 16. IFAS WWTP Field Visits 0.00 0.00 0.00 12,059.00 12,059.00 Sub-Total Additional Services 12,120.00 0.00 209,702.00 158,696.00 380,518.00 Total Authorized Fee $244,020.00 $49,600.00 $618,902.00 $578,396.00 $1,490,918.00 Council Appvl Admin 12/16/14 Approval Council Appvl S:\Projects\15000UP\16445\B800IFAS\Fee Summary 06-28-18 Rev2 EXHIBIT A Page 7 of 7 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey O & M Manuals SCADA Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $1,000.00 $0.00 $0.00 $1,000.00 $2,000.00 $1,000.00 $0.00 $3,000.00 $500.00 $0.00 $250.00 $750.00 $2,500.00 $0.00 $1,000.00 $3,500.00 $6,000.00 $1,000.00 $1,250.00 $8,250.00 $0.00 $2,000.00 $0.00 $0.00 $2,000.00 $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $1,627.00 $1,627.00 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD $2,000.00 $1,120.00 $1,627.00 $4,747.00 $6,000.00 $1,000.00 $1,250.00 $8,250.00 $2,000.00 $1,120.00 $1,627.00 $4,747.00 $8,000.00 $2,120.00 $2,877.00 $12,997.00 Current Invoice Previous Invoice Total Invoice $0.00 $1,000.00 $1,000.00 $1,000.00 $500.00 $1,500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,000.00 $1,500.00 $2,500.00 0.0% $500.00 $0.00 $500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBD TBD TBD TBD TBD TBD TBD TBD TBD $500.00 $0.00 $500.00 $1,000.00 $1,500.00 $2,500.00 $500.00 $0.00 $500.00 $1,500.00 $1,500.00 $3,000.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Sample form for: Payment Request AE Contract Revised 02/01/17 Remaining Percent Balance Complete $0.00 100.0% $1,500.00 50.0% $750.00 0.0% $3,500.00 0.0% $5,750.00 30.3% $1,500.00 25.0% $1,120.00 0.0% $1,627.00 0.0% TBD TBD TBD TBD TBD TBD $4,247.00 10.5% $5,750.00 30.3% $4,247.00 10.5% $9,997.00 23.1% EXHIBIT B-1 CONFIDENTIAL RATE SHEET Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPALS: The Consultant must provide documentation with each payment request that clearly indicates how a Principal's time is allocated and the justification for that allocation. PRINCIPAL(S): HOURLY RATE TX REGISTRATION #: ($/h r) Project Consultant: CAD Technician: Clerical: Other— specify: SUBCONSULTANT(S): (fi rm) Principal(s): Project Consultant: CAD Technician: Clerical Other— specify: Add additional subconsultants as needed. Exhibit B-1 Confidential Rate Sheet Page 1 of 1 EXHIBIT C Insurance Requirements 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1 . Commercial Broad Form $2,000,000 Aggregate 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions 1 Rev 04/17 and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City with the exception of the professional liability/Errors & Omissions policy; 1.6.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.6.3 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder; 1.6.4 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of 2 Rev 04/17 coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1 .9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 3 Rev 04/17 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology .......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22— Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26— Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29— Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 1 of 22 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi(City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements -The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 2 of 22 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract -The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 3 of 22 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work -The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition -The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 4 of 22 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies, agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR -The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 5 of 22 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor -An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions -The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 6 of 22 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work-Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense,"or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day' mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 7 of 22 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 8 of 22 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 9 of 22 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 10 of 22 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 11 of 22 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 12 of 22 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 13 of 22 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 14 of 22 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 15 of 22 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 16 of 22 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 17 of 22 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 18 of 22 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 19 of 22 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 20 of 22 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 21 of 22 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 22 of 22 SUPPLIER NUMBER TO BE ASSIGNED BY CTTY- PURCHASING DIVISION rrrr►� City of CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applica le, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: P.O.BOX: STREET ADDRESS: CITY: ZIP: FIRM IS: 1. Corporation ❑ 2. Partnership ❑ 3. Sole Owner E]4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) N/A 2. State the names of each "official' of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A EXHIBIT "E" Page 1 of 2 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement,that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi,Texas as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying Date: Person: DEFINITIONS a. `Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements.,, g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT "E" Page 2 of 2 se GO O Va. v AGENDA MEMORANDUM NORROPPEFuture Item for the City Council Meeting of August 14, 2018 1852 Action Item for the City Council Meeting of August 21, 2018 DATE: August 14, 2018 TO: Keith Selman, Interim City Manager FROM: Andres Leal, Jr., P.E., Director of Street Operations andel(a).cctexas.com (361) 857-1957 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2�cctexas.com (361) 826-3169 Supply Agreement for Emulsion Oil (SS-1H) for Street Operations CAPTION: Motion authorizing a three-year supply agreement with Ergon Asphalt & Emulsions Inc., of Austin, Texas, for the purchase of emulsion oil (ss-1h), for the total amount not to exceed $328,366.50. PURPOSE: This item is to approve the purchase of emulsion oil (ss-1 h) for Street Operations. BACKGROUND AND FINDINGS: The ss-1 h emulsion oil is used by Street Services as a tack-coat for asphalt street repair. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received one bid due to the limited number of suppliers in the area for this material. Staff recommends award to Ergon Asphalt & Emulsions Inc. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency. DEPARTMENTALCLEARANCES: Street Operations FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $2,068,181 .00 $5,859,846.17 $7,928,027.17 Encumbered / Expended Amount $1 ,219,864.70 $0.00 $1 ,219,864.70 This item $18,242.58 $310,123.92 $328,366.50 BALANCE $830,073.72 $5,549,722.25 $6,379,795.97 Fund(s): Street Maintenance Fund 1041 Comments: The initial Contract term total is $328,366.50.00 for 36 months, of which $18,242.58 is funded in FY2017-18. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Purchasing Division City of Corpus Christi Bid Tabulation Bid No: 1656 Buyer: Cynthia Perez Emulsion Oil SS-1 H for Street Operations Ergon Asphalt& Emulsions, Inc. Austin, Texas 3-YR- ITEM DESCRIPTION UNIT QTY JUNITPRICE TOTAL PRICE Emulsion Oil (SS-1) Gallonsl 105,000 1 $3.1273 $328,366.50 TOTAL $328,366.50 i i so SUPPLY AGREEMENT NO. 1656 U Emulsion Oil (SS-1) for Street Operations 1852 j THIS Emulsion Oil (SS-1) for Street Operations Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Ergon Asphalt & Emulsions, Inc ("Supplier'), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Emulsion Oil (SS-1) for Street Operations in I response to Request for Bid No. 1656 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Emulsion Oil (SS-1 ) for Street Operations in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 36 months. The parties may mutually extend the term I' g p Y Y of this Agreement for up to zero additional zero-month periods ("Option Periods)"), provided, the parties do so in writing and prior to the expiration of the original term or the then-current Option Period. The City's extension authorization must be executed by the City Manager or designee. Compensation 3. and Payment. The total value of this Agreement is not to exceed Y g $328,366.50, subject to approved extensions and changes. Paymentwill be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Name: Peter Muniz Department: Street Operations Phone: (361) 826-1951 Email: petermu@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COl"), 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. 1 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. Warranty. i (A) The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that if 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 Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 I I 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 3oth annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the some extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the some extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day i Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 i I -- ------ ---- --------- . faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Peter Muniz Title: Finance & Resource Manager Address: 2525 Hygeia St., Corpus Christi, Texas 78415 Phone: (361) 826-1951 Fax: (361) 826-1627 IF TO SUPPLIER: Ergon Asphalt & Emulsions, Inc. Attn: David Stroud Title: TX Regional Manager Address: 1 1612 RM 2244, Bldg.1, Ste.250, Austin, Texas 78738 Phone: (512) 469-9292 Fax: (512) 469-0391 17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER j DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL j 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 SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 i i` 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Supplier's bid response (Exhibit 2). 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Verification Regarding Israel. In accordance with Chapter 2270 Texas 9 9 p , Government Code, the City may not enter into a contract with a company for Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form 12/15/17 E 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 Supplier 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) I 3 i I I Supply Agreement Standard Form Page b of 7 Approved as to Legal Form 12/15/17 SUPPLIER Signature: Printed Name: 7 rz.,Ugs-t� Slij 114,J J Title: ze� � Date: CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 1656 i Exhibit 2: Supplier's Bid Response Supply Agreement standard Form Page 7 of 7 Approved as to Legal Form 12/15/17 I i i Attachment A-Scope of Work 1.1 General Requirements/Background Information The Contractor shall provide emulsion oil (ss-1) to be used for repair and maintenance projects throughout the City as outlined in this Scope of Work. I 1.2 Scope of Work The emulsion oil (ss-1) shall meet TXDOT Specification Item 300, of the 2014 Standard Specifications for Construction of Highways, Streets and Bridges. 1.3 _Delivery Instructions and Locations A. Materials shall be delivered as follows: 1 . Staff will contact the supplier to schedule delivery dates. 2. The emulsion oil (ss-1 ) shall be delivered to the City material yard located at 5352 Civitan, Corpus Christi, TX 78415. 3. Supplier shall furnish a shipping/delivery ticket stating description and quantity delivered. 1.4 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. i k� 4E Attachment B - Bid/Pricing Sci�ed,ule a CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION RFB No. 1656 Emulsion Oil (SS-1) for Street Operations PAGE 1 OF 1 Date: .TUNE 12, 2018 Authorized Bidder: ERGON ASPHALT & EMULSIONS, Signature: INC. DAVID STROUD 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 RFS. 4. Bidders must teat;rn�r�te`giver o�reilse tFe bicEiorrn Bi? ders;will be considered fon Resonsiv+ ifhebid formxisUmodl Item DescriptionUN[T 3-Yr. Unit Price Total Price'. . . 1 Emulsion Oil SS-1 Gallons 105,000 $3.1273 $ 328,365.50 Total $328,366.50 I ALTERNATIVELY, ERGON ASPHALT & EMULSIONS, I.C. WILL OFFER A DELIVERED PRICE OF $2.4773/GALLON FOR SIX MONTHS, WITH THE OPTION TO REVIEW AND ADJUST OUR PRICING (UP OR DOWN) EVERY SIX MONTHS DUE TO THE INSTABILITY AND VOLATILITY OF THE ASPHALT MARKET. THIS BID IS FOR FULL TRANSPORT LOADS OF 5,500 GALLONS. FREIGHT IS BASED. ON A FULL TRANSPORT LOAD, EVEN IF A FULL LOAD Ov *.ATERIAL IS NOT ORDERED. THE COMMON j CARRIER BILLS DEMURRAGE AT $80.00 PER HOUR, AFTER THE SECOND HOUR. RETURN FREIGHT IS ONE-HALF OF THE OUTGOING TARIFF. PUMP AND HOSE CHARGE IS $90.00 PER LOAD. Attachment C -Insurance Requirements CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. I B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property cancellation, non-renewal, material Damage change or termination required on all Per occurrence - aggregate 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 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 doing business in the State of Texas and with an A.M. Best's rating of no less than A- VII. E C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of E 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 i I ......... --- ............... ...-- ----------- ..... -- 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 Contractors or its subcontractor's performance of the work covered under this contract. / N. 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. 1. It is understood and agreed That the insurance required is in addition to and separate from any other obligation contained in this contract. i 2017 Insurance Requirements Purchasing Supply and Delivery of Emulsion Oil for City Wide Repair and Maintenance Projects 04/24/2018 sw Risk Management Valid Through 12/31/2018 i i E i i i Attachment D - Warranty Requirements No warranty requirements necessary for this supply agreement; Section 8. Warranty is null for this supply agreement. i I i i I I I 1 3 i se GO O Va. U AGENDA MEMORANDUM Future Item for the City Council Meeting of August 14, 2018 Nc1852Ev Action Item for the City Council Meeting August 21, 2018 DATE: August 8, 2018 TO: Keith Selman, Interim City Manager FROM: Dan Grimsbo, Executive Director of Utilities Dane c(-).cctexas.com (361) 826-1718 Interlocal Agreement for Water Line Improvements CAPTION: Resolution authorizing an Interlocal Agreement with San Patricio Municipal Water District for water line improvements. PURPOSE: This item is to approve the Interlocal Agreement with San Patricio Municipal Water District (SPMWD)for design services for water line improvements related the installation of water pipeline for the Gulf Coast Growth Venture PET Plant to be built outside Gregory city limits in San Patricio County, Texas. BACKGROUND AND FINDINGS: The City of Corpus Christi has a wholesale agreement with SPMWD to provide potable water. This agreement will be amended to provide additional quantities of treated water to SPMWD for them to sell to Gulf Coast Growth Venture (GCGV). A water pipeline which will tie in the City's treated water system will be built to transport treated water to the GSGV plant site west of Gregory. SPMWD has hired J. Schwarz & Associates (JSA) to provide all engineering services related to this new water pipeline. In conjunction with this new water pipeline project, the City has requested that SPMWD replace an existing 20" cast iron water pipeline and decommission an existing 30" cast iron water pipeline, reconnecting with a new waterline that will loop all of the water connections from the 30" water pipeline. ALTERNATIVES: Do not replace or decommission existing cast iron water pipelines. 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 Department - Water FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2017- Expenditures Current 2018 (CIP only) Year Future Years TOTALS Line Item Budget $257,800 $257,800 Encumbered / Expended Amount $0 $0 This item $0 $0 BALANCE $257,800 $257,800 Fund(s): Water Fund 4010 Comments: none RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Interlocal Agreement Ex A: Agreement for Professional Engineering Services Ex B: Aerial Map Resolution authorizing an Interlocal Cooperation Agreement with San Patricio Municipal Water District for water line improvements. WHEREAS, Section 791 .035 of the Texas Government Code states that a local government and municipal water district may contract with one another to perform any governmental functions and services; and WHEREAS, the San Patricio Municipal Water District ("SPMWD") has entered into an Agreement for Professional Engineering Services with J. Schwarz & Associates, a professional engineer located in Corpus Christi, Texas to design a 54"-48" treated water pipeline to connect to the City's treated water system near the O.N. Stevens Treated Water Plant and travel approximately 23 miles to the Gulf Coast Growth Ventures future plant site located west of Gregory ("GCGV Project"); and WHEREAS, in connection with the GCGV Project, the City desires to enter into an Interlocal Cooperation Agreement with SPMWD for the District to design and engineer approximately three miles of new 24" pvc treated water pipeline for the City and to decommission approximately six miles of old 30" cast iron water pipeline so that the City can better accommodate the sale and transfer of additional quantities of treated water to SPMWD for the GCGV Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the City Manager or designee is authorized to execute an Interlocal Cooperation Agreement with San Patricio Municipal Water District to design and provide engineering services for a new 24" pvc treated water line and to decommission an existing 30" cast iron water line and other work related thereto as more particularly described in the Interlocal Cooperation Agreement between the City and SPMWD attached hereto as Exhibit "A." Section 2. This Resolution shall be and become effective immediately upon and after its adoption and approval. PASSED AND APPROVED this the day of ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Lucy Rubio Greg Smith Everett Roy EXHIBIT"A" INTERLOCAL COOPERATIONAGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND THE SAN PATRICIO MUNIICIPAL WATER DISTRICT FOR WATER LINE IMPROVEMENTS THIS INTERLOCAL COOPERATION AGREEMENT ("Agreement") is made by and between the CITY OF CORPUS CHRISTI,TEXAS("City"),a municipal corporation and home-rule city of the State of Texas, acting by and through its governing body, the City Council, and the SAN PATRICIO MUNICIPAL WATER DISTRICT, a political subdivision of the State of Texas, duly created by the Legislature of Texas ("District"). WHEREAS, the City owns and operates a regional water supply system that provides potable water to municipal customers, as well as, wholesale customers like the District; and WHEREAS, by separate agreement, the City will enter into an amended water supply agreement with the District to provide additional quantities of treated water to the District which the District will sell to the Gulf Coast Growth Venture ("GCGV") PET Plant to be built outside Gregory city limits in San Patricio County, Texas; and WHEREAS,the District will design and build a new 54"to 48"water pipeline which will tie into the City's treated water system located near the O.N. Stevens Water Treatment Plant in Corpus Christi, Texas and terminate at the GCGV plant site west of Gregory; and WHEREAS, on June 19, 2017, the District entered into an agreement with J. Schwarz & Associates,Inc., a professional engineer located in Corpus Christi, Texas("Engineer")to provide all engineering services related to the design of a 54"to 48"water pipeline and related facilities running from the City's treated water system to the GCGV plant site west of Gregory(hereinafter the "Project"); and WHEREAS,in connection with the District's plans to build a new 54"to 48"treated water pipeline, the City has requested the District to design and build a new 24" pvc treated water pipeline to replace an existing 20" cast iron pipeline on Up River Road in Corpus Christi, Texas, the same being more particularly described in the Agreement for Professional Engineering Services attached hereto as Exhibit "A" and as depicted in the aerial maps attached hereto as Exhibit"B;" and WHEREAS, the District will also decommission an existing 30-inch cast iron waterline owned by the City which will no longer be needed and the District will design and build an 8" pvc water line to loop all of the disconnected water connections from the 30" cast iron line, the same being more particularly described in the Agreement attached hereto as Exhibit "A" and as depicted in the aerial maps attached hereto as Exhibits "B" and "C." Interlocal Agreement Between City and SPMWD 1 WHEREAS, the District will enter into a Second Agreement for Professional Engineering Services and Construction Administration Services with J. Schwarz & Associates, Inc. (hereinafter the "Second Agreement") for the 24" Up River Road Waterline Project and the 30" Transmission Waterline Decommission Project, the same being more particularly described in the Agreement attached hereto as Exhibit "A;" and WHEREAS, all engineering plans, specifications and construction administration services associated with the work described in the Second Agreement will be designed and performed in accordance with American Water Works Association ("AWWA") specifications and all other applicable State, Federal and Municipal rules, regulations and specifications for water pipeline design and construction; and WHEREAS, the District shall provide the City with copies of the Engineer's designs, drawings,plans, specifications and other documents related to the 24"Up River Road Waterline Project and the 30" Transmission Waterline Decommission Project ("City's Project") for the City's review in electronic, digital and printed format as requested by City; and WHEREAS, the City will reimburse the District for all costs associated with the design and engineering of the City's Project as further described in Exhibit "A" attached hereto and in accordance with the terms set forth in this Interlocal Agreement; and WHEREAS, this Agreement is made pursuant to Chapter 791, Texas Government Code; and WHEREAS, all payments due and owing under this Agreement shall be paid with current revenues available to the City or the District. NOW, THEREFORE, the City of Corpus Christi, Texas and the San Patricio Municipal Water District hereby agree as follows: SECTION I. PROJECT SCOPE. 1.01 The District will design and build a 54" to 48" treated water line to transport additional supplies of treated water from the City's Treated Water System at a location near the O.N. Stevens Water Treatment Plant to the GCGV Plant Site west of Gregory, Texas (the "Project"). 1.02 In connection with the Project, the District will enter into a Second Agreement for Professional Engineering Services with Engineer to design and engineer approximately 16,250 linear feet of 24" PVC treated water pipeline and to remove approximately 12,500 feet of existing 20" cast iron waterline as further described in the Agreement attached hereto as Exhibit "A." Interlocal Agreement Between City and SPMWD 2 1.03 The District will also contract with Engineer to decommission approximately 32,000 linear feet of existing 30-inch cast iron waterline in the City and prepare plans and specifications for approximately 5,650 linear feet of new 8" pvc waterline to loop the dead-end water connections as further described in the Agreement attached hereto as Exhibit "A." SECTION 2. OBLIGATIONS OF THE DISTRICT AND THE CITY. 2.01 The District shall enter into a Professional Engineering Services Agreement with J. Schwarz & Associates, Inc. ("Engineer") to perform all design and engineering services related to the 24"Up River Road Waterline Project and the 30"Transmission Waterline Decommission Project as further described in the Agreement attached hereto as Exhibit"A" (the"Second Agreement"). 2.02 The District shall provide the City with an executed copy of the Second Agreement with Engineer and the City agrees to provide all information in its possession which is reasonably needed by Engineer to design, engineer and administer the City's Project for the City. 2.03 The District will provide the City with originals or copies of all plans, designs, specifications and all other documents prepared by Engineer for the City's Project. The City will have a reasonable amount of time to review and comment on Engineer's plans, designs, specifications and other documents related to the City's Project prior to the District advertising the project for competitive sealed proposal or bid. 2.04 The District will direct Engineer to meet with City representatives to discuss the City's Project or requested changes to the plans and specifications for the City's Project as deemed necessary by City representatives. These meetings will not accrue additional charges from Engineer unless they involve additional work or special engineering services which are not covered by the Second Agreement between the District and the Engineer. 2.05 The District shall ensure that all engineering plans and specifications associated with the treated water lines for the City's Project are designed in accordance with American Water Works Association ("AWWA") specifications and all other applicable State, Federal and Municipal rules, regulations and specifications for water pipeline design and construction 2.06 The District shall require Engineer to carry a minimum of$1,000,000.00 professional liability insurance for this Project with a reputable Insurance Carrier licensed to write professional liability insurance policies in the State of Texas. This policy shall include a waiver of subrogation endorsement in favor of the District and the City. The District shall also require the Engineer to provide copies of current Automobile Interlocal Agreement Between City and SPMWD 3 Liability coverage and Workers Compensation coverage as may be required by the State of Texas for this Project. The District shall provide copies of Engineer's Certificate of Insurance and policy endorsements for this Project to the City upon execution of this Agreement. 2.07 The City will reimburse the District for all fees charged by Engineer related to the Engineer's design, plans and specifications of the City's Project as further described in the Agreement attached hereto as Exhibit"A." The District will invoice the City for Engineer's fees on the City's Project and the City will pay said invoice within sixty(60) days of receipt. Should the City dispute any costs or charges from District associated with the Engineer's work on the City's Project, the District and City shall work to resolve said questions or disputes as quickly as possible. 2.08 Upon Engineer's completion of the work on the City's Project and upon final payment from City to the District for the design and engineering work on the City's Project, the District shall transfer a copy of all final plans, designs, specifications or other documents prepared by Engineer for the City's Project to the City's designated representative by means designated by the City. SECTION 3. TERM OFAGREEMENT 3.01 This Agreement shall become effective upon the date last signed by the parties hereto and shall remain in full force and effect until the Engineer's work is completed, the District transfers copies of the Engineers plans, designs, specifications and other related documents for the City's Project to the City of Corpus Christi and final payment for the work set out in the Agreement attached hereto as Exhibit "A" has been made. However, Section 5 of this Agreement shall survive termination of this Agreement. SECTION 4. DEFAULT 4.01 If either party determines that the other party is in default under this Agreement, the party claiming default by the other party shall give written notice to the other party, which states the nature of the default. The notice must be delivered to the defaulting party in accordance with the Notice provisions contained herein. The defaulting party shall have thirty (30) days to cure the default, or if such default cannot be reasonably cured within said thirty (30) day period, the defaulting party shall use reasonable efforts to cure the default as soon as possible. 4.02 If the defaulting party does not cure the default and reimburse the party not in default for any and all costs incurred as a result of the default within thirty (30)days, or if the default cannot be reasonably cured within a thirty (30) day period, and the defaulting party does not use reasonable efforts to cure the default and reimburse the party not in default for any and all costs incurred as a result of the default, the party claiming default may terminate this Agreement and seek any remedy available at law or in Interlocal Agreement Between City and SPMWD 4 equity, including an action in mandamus or for specific performance. SECTION 5. INDEMNIFICATION 5.01 District agrees to indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents and employees ("Indemnitee") from and against any and all claims, damages, losses or expenses, including but not limited to Attorney's fees, court costs, or dispute resolution costs, arising out of or resulting from District's obligations under this Agreement or District's performance of the work, violations of the law, or bodily injury, death, or destruction of tangible property caused by the negligent acts or omissions or intentional acts or omissions of the District or Engineers, Contractors, Subcontractors or Consultants working for the District or under the control of the District. Provided, however, nothing herein shall be construed to require District to indemnify Indemnitee against a claim, loss, damage or expense caused by the sole negligence or fault of Indemnitee. 5.02 District shall defend Indemnitee with legal counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based solely on the negligence or intentional act wrongful act of Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. SECTION 6. MISCELLANEOUS. 6.01 Amendment. This Interlocal Agreement may be amended only by written instrument duly executed by authorized representatives of each party. 6.02 Notices. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, or(c)by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows: San Patricio Municipal Water District Attn: General Manager P.O. Box 940 Ingleside, Texas 78362 City of Corpus Christi Attn: City Manager P.O. Box 9277 Corpus Christi, Texas 78469 Interlocal Agreement Between City and SPMWD 5 6.03 Severability. Any provision or part of this Agreement held to be void or unenforceable under any laws or regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon District and City, who agree that this Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 6.04 Non-Waiver. Failure of any party hereto to insist on the strict performance of any of the agreements herein orto exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered awaiver of the right to insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. 6.05 Governing Law and Venue. This Agreement shall be performed in Nueces County, Texas, and shall be interpreted according to the laws of the State of Texas. 6.06 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. This Agreement may not be assigned by any party without the written consent of all of the other parties. IN WITNESS HEREOF, the City and the District have made and executed this Agreement as of the date shown below in multiple copies, each of which is an original. SAN PATRICIO MUNICIPAL CITY OF CORPUS CHRISTI WATER DISTRICT Name: Name: Title: Title: Date: Date: ATTEST: Rebecca Huerta,City Secretary (Date) Interlocal Agreement Between City and SPMWD 6 APPROVED AS TO FORM: APPROVED AS TO LEGAL FORM: (Date) Assistant City Attorney Interlocal Agreement Between City and SPMWD 7 EXHIBIT"A" AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES 24" UP RIVER ROAD WATERLINE PROJECT 30" TRANSMISSION WATERLINE DECOMMISSION PROJECT JSA PROJECT#2018033 SAN PATRICIO MUNICIPAL WATER DISTRICT San Patricio Municipal Water District hereinafter called "OWNER" and J. Schwarz & Associates, Inc. (F-8138), hereinafter called "ENGINEER", whether one or more, have this day of , entered into this agreement("Agreement") and agree as follows: 1.0 BASIC AGREEMENT 1.1 Project Description: ENGINEER hereby agrees to perform all engineering services as specifically noted herein for the proper design and construction administration for the completion of the "24" Up River Road Waterline Project and 30" Transmission Waterline Decommission Project" (the "Project"). The 24" Up River Road Waterline Project consists of the installation of approximately 16,250 linear feet of 24" PVC waterline. The new 24" waterline will replace an existing 20" cast iron waterline that currently runs along Up River Road. The waterline route will begin at intersection of Sharpsburg Road and Up River Road, continue east along Up River Road until it crosses Interstate 37 at Sessions Road. The waterline will continue east on the south side of Interstate 37 to the intersection of McKinzie Road and Up River Road, where it will be connected to an existing 24" waterline. The project will include the removal of approximately 12,500 linear feet of existing 20" cast iron waterline. The proposed waterline will loop the new 54" and 48" waterline to San Patricio Municipal Water District to the existing City of Corpus Christi 24" Waterline located on McKinzie. Existing connections to approximately 15 different City of Corpus Christi distribution system waterlines will be required. The project will also require the reinstallation of affected fire hydrants and miscellaneous service connections. The 30" Transmission Waterline Decommission Waterline Project consists of the decommissioning of approximately 32,000 linear feet of existing 30" cast iron waterline beginning on the east side of 11137 directly east of the Cunningham Plant and continuing south and east along 11137 and Leopard Road to the intersection of Leopard Road and Rand Morgan Road. The decommissioning of this waterline will create dead end waterlines along the route that will need to be looped as part of the project. In order to eliminate the dead ends, approximately 5,650 linear feet of 8" PVC waterline will be installed. The decommissioning of the 30" waterline 1 will require approximately 29 separate disconnections where the line will be cut and capped in order to create a positive disconnection from the distribution system. The basic professional service components of the project scope are outlined in the attached Exhibit A—Project Scope. 1.2 Items Excluded from Scope of Services: Items that are not specifically mentioned and detailed in Exhibit A — Project Scope are not included in this contract. In the event that the scope changes, ENGINEER will work with OWNER to establish a new not to exceed limit based upon the level of completion performed as of the time of scope change with consideration of the prior work completed to date. Examples of such exclusions which may be required by OWNER in connection with this Project but are not included in this contract are: ■ Resident inspection during construction of the Project; ■ Construction phase geotechnical testing; ■ Construction phase environmental testing; • Construction phase corrosion engineering testing ■ As Built ground survey of project 1.3 ENGINEER shall provide, or cause to be provided, the services set forth in this Agreement. If authorized by OWNER, or if required because of changes in the Project, ENGINEER shall furnish services in addition to those set forth above. OWNER shall pay ENGINEER for its services as set forth in Paragraph 5.0 Compensation. 1.4 ENGINEER shall complete its services within a reasonable time or within the following specific time period: 6 months from issuance of Notice to Proceed from OWNER. 2.0 PROJECT TEAM 2.1 A "Subcontractor" or "Subconsultant" is a person or entity who has a direct contract with ENGINEER to perform certain services for the Project. The term "Subcontractor" or "Subconsultant" does not include a separate contractor or subcontractors of any constructor. Each Subcontract related to part of the services performed by such Subcontractor or Subconsultant for the ENGINEER shall require that such services be performed in accordance with the requirements of this Agreement and require such Subcontractor or Subconsultant to carry and maintain insurance acceptable to OWNER and ENGINEER. 2.2 Professional Services: ENGINEER shall provide all services outlined in this Agreement in accordance with the terms of this Agreement and applicable law, as necessary to insure the Project is completed timely and efficiently consistent within the Project requirements, including,but not limited to, working in close interaction and interfacing with OWNER and its designated employees, and working closely with others, including other consultants or contractors retained by OWNER. 2 3.0 PROJECT SCHEDULE 3.1 ENGINEER shall furnish the documents and personally render or provide the services required by this Agreement in such sequence and at such times as may be necessary to insure the prompt and continuous design and construction of the Project. The term of the Agreement shall be from the date of execution to the date of final completion of all Project construction items and their acceptance by OWNER. 4.0 SUCCESSORS, ASSIGNS AND BENEFICIARIES 4.1 OWNER and ENGINEER are hereby bound and the successors, executors, administrators, and legal representatives of OWNER and ENGINEER (and to the extent permitted by Paragraph 4.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the successors, executors, administrators, and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. 4.2 Neither OWNER nor ENGINEER may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 4.3 Unless expressly provided otherwise including, as expressly set forth in Paragraph 2.1 hereof, nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by OWNER or ENGINEER to any contractor, subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. 3 5.0 COMPENSATION 5.1 OWNER will pay to ENGINEER based on the attached rate schedule as follows: 1.0 Design Services: Basic Services - $ 194,600.00 Special Services - $ 24,000.00 2.0 Project Bid and Award: Basic Services - $ 11,200.00 3.0 Construction Administration: Basic Services - $ 28,000.00 Based on the fee schedule above, ENGINEER'S compensation for the Project, including those furnished by its Subconsultants or Subcontractors will not exceed a limit of$233,800.00 (basic services)and$24,000.00 (special services). Basic and special services provided by Subconsultants and Subcontractors shall be billed at a cost plus 8% basis. Exhibit B outlines the proposed resource allocation schedule for the Project. ENGINEER'S Standard Hourly Rate sheet, and subcontractor proposals are attached for reference. 5.2 Change in Scope of Project: The Compensation may be equitably adjusted if the originally contemplated Scope as outlined in Exhibit A — Project Scope is significantly modified. 5.3 Adjustments to Compensation require a written amendment to this Agreement executed by OWNER and ENGINEER and may require Board approval. 5.4 Additional services which are outside the Scope of the Project contained in the Agreement may not be performed by ENGINEER without prior written authorization from OWNER. 5.5 Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should any conflict arise between the provisions of this Agreement and the provisions found in the Exhibits and accompanying attachments, the provisions of this Agreement shall take priority and govern the conduct of the parties. 6.0 PAYMENT PROCEDURES 6.1 ENGINEER shall prepare invoices in accordance with its standard invoicing practices and submit the invoices to OWNER on a monthly basis. Invoices are due and payable within 30 days of receipt. If OWNER fails to make any payment due ENGINEER for services and expenses within 30 days after receipt of ENGINEER'S invoice, then the amounts due ENGINEER will be increased at the rate of 1.0%per 4 month(or the maximum rate of interest permitted by law, if less) from said thirtieth day. Payments will be credited first to interest and then to principal. 7.0 CONTRACT TERMINATION 7.1 The obligation to continue performance under this Agreement may be terminated: 7.1.1 For cause, 7.1.1.1 By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the Agreement's terms through no fault of the terminating party. Failure to pay ENGINEER for its services as set forth herein and in compliance with this Agreement is a substantial failure to perform and upon proper notice, a basis for termination. 7.1.1.2 By ENGINEER: 7.1.1.2.1 Upon seven days written notice if OWNER demands that ENGINEER furnish or perform services contrary to ENGINEER'S responsibilities as a licensed professional; or 7.1.1.2.2 Upon seven days written notice if ENGINEER's services for the Project are delayed for more than 90 days for reasons beyond ENGINEER'S control. 7.1.1.3 Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 7.1.1 if the party receiving such notice begins,within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of notice; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 7.1.2 For convenience, by OWNER effective upon ENGINEER'S receipt of written notice from OWNER. 7.2 The terminating party under Paragraph 7.1 may set the effective date of termination at a time up to 30 days later than otherwise provided to allow ENGINEER to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. 5 7.3 In the event of any termination under Paragraph 7.1, ENGINEER will be entitled to invoice OWNER and to receive full payment for all undisputed services performed or furnished in accordance with this Agreement and all reasonable and reimbursable expenses incurred through the effective date of termination. 8.0 INSURANCE 8.1 ENGINEER, and each Subconsultant or Subcontractor providing services or materials associated with this Agreement shall maintain the following insurance coverages throughout the Project's duration: 8.1.1 Comprehensive General Liability insurance policy on Insurance Service Office (ISO)-CGL Form No. CG 00 01 11 85 or 88 in an amount of not less than $1,000,000 per occurrence, $2,000,000 aggregate for bodily injury, personal injury and property damage. OWNER shall be listed as additional insured and OWNER shall be provided thirty (30) days' notice of cancellation or material change in any insurance coverage; 8.1.2 Automobile Liability Insurance coverage, Insurance Services Office(ISO)code 1 (any auto)in the amount of$1,000,000 combined single limit per accident for bodily injury and property damage. OWNER shall be provided a waiver of subrogation; 8.1.3 Worker's Compensation Insurance for ENGINEER'S employees and employees and agents of ENGINEER'S agents and Subcontractors, as required by the Labor Code State and Employers Liability Insurance in the amount of, at least, $1,000,000 per accident, for bodily injury and disease. OWNER to be provided a waiver of subrogation; 8.1.4 A policy of errors and omissions insurance in a minimum amount of $1,000,000.00 per occurrence and $2,000,000.00 aggregate, to cover any negligent acts or omissions committed by ENGINEER, its employees and/or agents or ENGINEER's Subcontractors and agents and their employees and/or agents in the performance of this Agreement. 8.2 All insurance coverage shall be written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an AM Best's rating of no less than A-(VII) and must be acceptable to OWNER and OWNER shall be provided thirty (30) days' notice of cancellation or material change in any insurance coverage. 9.0 GENERAL CONSIDERATIONS 9.1 The standard of care for all professional engineering and related services performed or furnished by ENGINEER under this Agreement will be the care and skill 6 ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Subject to the foregoing standard of care, ENGINEER and its consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. 9.2 ENGINEER shall not at any time supervise, direct, control, or have authority over any contractor's work,nor shall ENGINEER have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Project site, nor for any failure of a contractor to comply with laws and regulations applicable to such contractor's furnishing and performing of its work. 9.3 This Agreement shall be governed and construed in accordance with the laws of the State of Texas, excluding any conflict of law or other provision referencing the laws of another jurisdiction. OWNER and ENGINEER each hereby submit to the exclusive jurisdiction of the federal and state courts located in San Patricio County, Texas. 9.4 ENGINEER neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform its work in accordance with the contract between OWNER and such contractor. ENGINEER is not responsible for variations between actual construction bids or costs and ENGINEER'S opinions or estimates regarding construction costs. 9.5 Except for the Subcontractor and Subconsultants, described in Paragraph 2.1 herein, ENGINEER shall not be responsible for the acts or omissions of any contractor, subcontractor, or supplier, or of any of their agents or employees or of any other persons (except ENGINEER'S own employees) at the Project site or otherwise furnishing or performing any construction work; or for any decision made regarding the construction contract requirements, or any application, interpretation, or clarification of the construction contract other than those made by ENGINEER. 9.6 The general conditions for any construction contract documents prepared hereunder are to be the "Standard General Conditions of the Construction Contract" as prepared by the Engineers Joint Contract Documents Committee unless the parties agree otherwise. 9.7 All documents prepared or furnished by ENGINEER (excluding all survey data), are instruments of service, and ENGINEER retains an ownership and property 7 interest(including the copyright and the right of reuse)in such documents, whether or not the Project is completed. OWNER shall have a limited license to use the documents on the Project, extensions of the Project, and for related uses of OWNER, subject to receipt by ENGINEER of payment for all services relating to preparation of the documents as set forth in this Agreement and subject to the following limitations: (1) OWNER acknowledges that such documents are not intended or represented to be suitable for use on the Project unless completed by ENGINEER, or for use or reuse by OWNER or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by ENGINEER; (2) any such use or reuse, or any modification of the documents, without written verification, completion, or adaptation by ENGINEER, as appropriate for the specific purpose intended, will be at OWNER'S sole risk and without liability or legal exposure to ENGINEER or to its officers, directors, members, partners, agents, employees, and consultants; (3) OWNER shall indemnify and hold harmless ENGINEER and its officers, directors, members, partners, agents, employees, and consultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any reuse, or modification of the documents without written verification, completion, or adaptation by ENGINEER; and (4) such limited license to OWNER shall not create any rights in third parties. 9.8 To the fullest extent permitted by law, OWNER and ENGINEER (1) waive against each other, and the other's employees, officers, directors, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project, and (2) agree that ENGINEER'S total liability to OWNER under this Agreement shall be limited to$100,000.00 or the total amount of compensation received by ENGINEER, whichever is greater. 9.9 The parties acknowledge that ENGINEER'S scope of services does not include any services related to a Hazardous Environmental Condition (the presence of asbestos, PCBs, petroleum, hazardous substances or waste as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq., or radioactive materials). If ENGINEER or any other party encounters a Hazardous Environmental Condition, ENGINEER may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until OWNER: retains appropriate specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition. 8 9.10 OWNER and ENGINEER agree to negotiate each dispute between them in good faith during the 30 days after notice of dispute. If negotiations are unsuccessful in resolving the dispute, then the dispute shall be mediated. If mediation is unsuccessful, then the parties may exercise their rights at law. 9.11 The standard of care for all professional and related services performed or furnished by ENGINEER under this Agreement will be performed with all necessary registrations, licenses, permits, or authorizations, and in a competent manner, in accordance with good engineering practices. This executed Agreement shall act as a representation and warranty to that effect. 9.12 ENGINEER shall comply with applicable federal, state and local laws, rules and regulations and with standards mandated by OWNER. This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the Effective Date of this Agreement may be the basis for modifications to ENGINEER'S responsibilities and to the scope, schedule, and compensation of or for ENGINEER'S sei vices upon the prior written approval of OWNER. 9.13 ENGINEER shall not be requested to sign any documents, no matter by whom requested, that would result in ENGINEER'S having to certify, guarantee, or warrant the existence of conditions whose existence ENGINEER cannot ascertain and, within the scope of ENGINEER'S services hereunder, have not been and could not be ascertained. OWNER agrees not to make resolution of any dispute with the ENGINEER or payment of any amount due to the ENGINEER in any way contingent upon ENGINEER signing any such certification. 9.14 At any time, OWNER may request that ENGINEER, at OWNER'S sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those shown in the Agreement. 9.15 Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page, and given personally, or by registered or certified mail, postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. 9.16 All express representations, indemnifications or limitations of liability included in this Agreement shall survive its completion or termination for any reason. 9.17 Any provision or part of this Agreement held to be void or unenforceable under any laws or regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER, who agree that this Agreement shall be reformed to replace such stricken provision or part thereof 9 with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 9.18 Non-enforcement of any provision of this Agreement by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 9.19 ENGINEER shall be responsible for the technical accuracy of its services, data, and Documents resulting there from, and OWNER shall not be responsible for discovering deficiencies therein. ENGINEER shall correct such deficiencies without additional compensation, except to the extent that such action is directly attributable to deficiencies in OWNER-furnished information. 9.20 ENGINEER may employ Subcontractors and Subconsultants as ENGINEER deems necessary to assist in the performance or funding of such services. ENGINEER shall not be required to employ any Subcontractor and Subconsultant unacceptable to ENGINEER. 9.21 Unless indicated otherwise by OWNER at the time of transmittal to ENGINEER, OWNER shall be responsible for, and ENGINEER may rely on, the accuracy and completeness of requirements, programs, instructions, reports, data, and other information furnished by OWNER pursuant to this Agreement. ENGINEER may use such requirements, programs, instructions, reports, data and other information in performing or furnishing services under this Agreement. 9.22 It is understood and agreed that if ENGINEER's Basic Services , Special Services, and/or Additional Services under this Agreement do not include Project observation, review of the Contractor's performance, or any other Construction Phase or Post Construction Phase services, and that such services will be provided by OWNER, then ENGINEER has no responsibility for interpretation of the Contract Documents and for construction observation or review and OWNER assumes responsibility for any claims against ENGINEER to the extent they are connected thereto. Notwithstanding the above, ENGINEER shall be responsible for its professional opinions and interpretations provided by ENGINEER during the said Phases upon request by OWNER. 9.23 Copies of OWNER-furnished data that may be relied upon by ENGINEER are limited to the printed copies (also known as hard copies) that are delivered to ENGINEER by OWNER. Files in electronic media format of text, data, or graphics, or of other types that are furnished by OWNER to ENGINEER are only for convenience of ENGINEER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. Copies of Documents that may be relied upon by OWNER are limited to the printed copies 10 (also known as hard copies) that are signed or sealed by ENGINEER. Files in electronic media format of text, data, or graphics, or of other types that are furnished by ENGINEER to OWNER are only for convenience of OWNER. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. 9.24 Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. ENGINEER shall not be responsible to maintain documents stored in electronic media format after acceptance by OWNER. 9.25 If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. 9.26 When transferring documents in electronic media format, ENGINEER makes no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by ENGINEER at the completion of this part of the Project. 9.27 "Confidential Information" means any information, data, knowledge and know how (in whatever form and however communicated or maintained, whether verbally, electronically or documentary, computer storage or otherwise, including notes that are based on, contain or reflect any Confidential Information) with respect to the Project, including but not limited to financial, engineering, survey, drawings, plans, specifications, environmental assessments and other data in connection with the Project, any non-public OWNER data and any non-public information or materials related to OWNER'S products, current or future product or service plans, business, clients and finances, which is either identified as confidential and proprietary at the time of disclosure or which, under the circumstances, should reasonably be expected to be confidential and proprietary. ENGINEER will, and will cause ENGINEER's Subcontractors and Subconsultants to, hold in confidence all Confidential Information. ENGINEER may not use, and will cause ENGINEER's Subcontractors and Subconsultants to not use, Confidential Information for any purpose other than for the Project. OWNER accepts no obligation of confidence with respect to items acquired or information disclosed, no matter how labeled, to OWNER by ENGINEER or ENGINEER's Subcontractors and Subconsultants. ENGINEER may not, and 11 shall cause ENGINEER's Subcontractors and Subconsultants to not, place any restrictive notices on any information, no matter the form of its recording, that either ENGINEER or ENGINEER's Subcontractors and Subconsultants provide to OWNER hereunder and OWNER is authorized to remove or disregard any such notices placed on information by either ENGINEER or ENGINEER's Subcontractor and Subconsultants in violation of this provision. 9.28 ENGINEER will not, without the prior written consent of OWNER, use and will require Subcontractors and Subconsultants to not use, any name, trade name, or trademark of OWNER or its affiliates or business partners. 9.29 ENGINEER will and will cause ENGINEER's Subcontractors and Subconsultants to conduct their activities in an ethical manner and will not engage in any activity that could create a conflict of interest, such as making, receiving, or offering substantial gifts, entertainment, payments, loans or anything else of value to personnel or representatives of OWNER or its affiliates, or their families, for the purpose of influencing those persons to act contrary to OWNER'S and its affiliates' best interests. ENGINEER will provide, and will cause ENGINEER'S Subcontractors and Subconsultants to provide, complete and accurate financial documentation relating to this paragraph to OWNER promptly upon request. 12 10. TOTAL AGREEMENT 10.1 This Agreement(including any expressly incorporated attachments), constitutes the entire agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. EXECUTED IN TRIPLICATE, each of which shall be considered an original, this day of , SAN PATRICIO MUNICIPAL WATER DISTRICT J. SCHWARZ&ASSOCIATES, INC. OWNER ENGINEER PO BOX 940 PO Box 60733 Ingleside, Texas 78362 Corpus Christi, Texas 78466 Signature James Schwarz, P.E. Title Title Date Date D:\JSA\SPMWD\exxon\CorpusGIS\Corpuslinecontract.docx 13 EXHIBIT"B" u PROPrzED 24WA ERLINE '�z �wJ NORTH 3 Q o CONNECTTO u u e PROPOSED CONNECT TO EX6-ING �)NNEC EXIT LNG C 54'WATERLINE6"WATERLINE Fl. ERLINE Lo L UP RIVER RD. UP RIVER RU. $ slash F' zo s` O o Q ? ib a Lu Q' zw ' s ? wiz iH 37 2 z Far 3` We Q g o ' � 3 Q N. s pi30 N d, CONNECT TO EXISTING 6"WATERLINE ` -X� )NNE -O EXIT ING PROPOSED 24 WATERLINE 2 liA ERLINE Q QQ Q a JV�RC UP RIVER RD. 11E w IIA En LINE ' II V 4 S i Lu r. ca Q Q Q �Er0�10 r_. u • 1 r - - N Z i wJ CONNECT TO EXISTING ,I r • `�^..� Ln O r 6 WATERLINE PROPOSED 24 WATERLINE CONNECT TO EXISTING (—'� >• CONNECT TO EXISTING 2"WATERLINE 2 WATERLINE 2•' ` - # t UPLu O N F F tP U RIVER z O~ (! tL 44 CONNECT TO EXISTING Q z WATERLINE "./f e•.,R-F'd I y,. ..1D s .^ d �,'�`1+T Y _ K" E'.A,- .` y,- 44 Q Ni F N d yPROPOSED 24"WATERLINE I C UPRIVER RD �. r y1 y + y a uaa a CONNECT TO EXISTINGr �} A.'tBrl 8"WATERLINE RD CONNECT TO - r,. rc:r. r• �. 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LU N[ F o z o J = W Z 3 1H37 U o o z e SPMWDME"ER ww94 s H X30 3 � o M M PLII�-,vALVEAND_i.F' LINE - �•.� DISCONNECTION#4- PLUG VALVE AND CAP ""F ?�` •, i -.�( 30'WATERLINE DISCONNECTION#5 ', �—PLUG VALVE AND CAP 30"WATERLINE \ J SHPRP56UR o. Q m LU W- z Lu J J _ - EXISTING 30"WATERLINE TO 2 U BE DECOMMISSIONED _ Q Q �Er��10 as z N u)wJ t lJ0 s PROPOSED 54"AND + ygRA 48'WATERLINE U U sBU4, to� p JQ z z 0 0 m � F W EXISTING 30"WATERIJNE TO m z BE DECOMMISSIONED IH 37 z z O W, H X34 3 � o M M DISCGN LVE A_)N f- PLUG VALVE ANG :AP NEW 8'WA ERLINE- 30'WATERLINE APPROXIMATELY 1 t;0 LF �OC Yt CONNECT TO DISCONNECTION#7- Q QQ Q EXISTING 8"WATERLINE PLUG VALVE AND CAP e 30"WATERLINE a _ £ --" IH 37 EXISTING 30"WATERLINE TO ...-- � BE DECOMMISSIONED CONNECT TO EXISTING 8"WATERLINE O ss U LEOPARD ST. Lu a CONNECT TO EXISTING z DISC( - - 8"WATERLINE / N �i PLUG VALVE AND CAP `S DISCONNECTION#8- 30'WATERLINE DIaCONNEC I JN Ic- _�, y�W- PLUG VALVE AND CAP PLUG VALVE AND AP tX 311"WATERLINE EXISTING 30'WATERLINE TO O� Q� �++ - BE DECOMMISSIONED 30'WA ERLINE V Oa - NEW 8"WATERLINE- Ln e APPROXIMATELY 550 LF Q � � J \ LEOPARD ST. \ ' p 0 Lu LU __ CONNECT TO EXISTING ✓t. Lu m W F 8'.WATER ' 0 z O J = W W e 0 Oz QQ z H X30 3 � o M M _ f. r DISCONNECTION#12- ' _ PLUG VALVE AND CAP _ 30 WATERLINE DISCONNECTION#13 � DISC.ONNECTION5 I I- �K T. ` PLUG VALVE AND CAP D PLUG VALVE AND CAP _ 30"WATERLINE,e A 30"WATERLINE EXISTING 30'WATERLINE TO g BE DECOMMISSIONED LEOPARD ST Lu o. Lu NEW 8"WATERLINE z 2 APPROXIMATELY 200 LF Z III N u)t I 1 \ QIW DISCONNECTION474- DISCONNEC-ION=LS_ DISCONNECTION#16- JAS 3 PLUG VALVE ,' PLUG VALVE AND CAP PLUG VALVE AND�AP 30"WATERLINE V O 30"WATERLINE 3(7'WATERLINE Ln C • + Zn w' \ J J z z LEOPARD ST O O Ln Lu oz - C W Wwj F 'Ile 3 � o M M LDISCON DISCONNECTIONL'PLUG VALVEAND(AFN 30'WATERLINEECTION#I8-r DISCONNECTION#19 3'Y PLUG VALVE AND CAP A 1 rail PLUG VALVE AND CAP NEW 8"WATERLINE- 30 WATERLINE rel•' I, .I 30"WATERLINE \ m s m APPROXIMATELY 20 LF C � F. DISc�ECTION#I1- TL PLUG VALVE AND CAP ' 30'WATERLINE- / _ / / \ LEOPARD ST. Lu Q � Q �frOO4 � y U EXISTING 30"WATERLINE TO z ; BE DECOMMISSIONED _ N �t NEW 8WATERLINEF C5 - APPROXIMATELY 235 LF DISCONNECTION#21- r DISCONNECTION#22- U V m PLUG VALVE AND CAP \\/ PLUG VALVE AND CAP �' � \ Ln O r O 30"WATERLINE . 30'WATERLINE ? - NEW 8'WATERLINE / ~�w 3 APPROXIMATELY 400 LF L � \ LEOPARD ST. \ O O rA N NEW 8"WATERLINE- APPROXIMATELY 30 LF el W z .# NEW 8'WATERLINE z APPROXIMATELY 430 LF -i O O j - DISCONNECTION#23- Z V U PLUG VALVE AND CAP Q OQ W 30'WATERLINE Q ,;: Wi W� e z w s H X30 3 � o M M DISCONNE(7I0N#26- - PLUGVALVEANDCAP � .� `�A 30'WATERLINE ' Cl\� NNEC JN2. 0 NEW 2'WATERLINE- _ - FLITIG VALVE AND CAP APPROXIMATELYl00LF 3c,WATERLINEU a DISCONNECTION#v- a as a DISCONNECTION#24- U' PLUG VALVE AND CAP PLUG VALVE AND CAP 30"WATERLINE `s 30'WATERLINE � Q k- .- i 1 LEOPARD ST. ss EXISTING 30"WATERLINE "O NEW 8"WATERLINE- y{BE DECOMMISSIONED 1 ,� W APPROXIMATELY 380 LF { 4=� '8`^p+ '",.�.� W = NEW B"WATERLINE- _ U APPROXIMATELY 150 LF Q Q xEET��So U as z wJ DISCONNECTION428- d & NEW 8'WA ERLINE NEW 8'WA.ERLINE- PLUG VALVE AND CAP �Og�X� I APPROXIMATELY 40 LF APPROXIMATELY 2,200 LF 30'"WA"ERLINE U f,a Ln a CONNECT TO EXISTING � 6"WATERLINE LL � - / r J LEOPARD SL z z p p L m 1 CONNECT TO EXISTING - CONNECT TO EXISTING '" F Y F LU 8"WATERLINE F- - _ _ '! 8"WATERLINE Luh„ m 1 W = ie DISCONNEC J �7 FC H X34 3 � o M M 1 PLUG VALVE TAND#CAP - 30Y'WATERLINE Q QQ Q \ / LEOPARD ST ss EXISTING 3d'W ATERLINE TO o. Y BE DECOMMISSIONED Lu J Q EErOO6 se O �A v AGENDA MEMORANDUM �ORPOfl Future Item for the City Council Meeting of August 14, 2018 aPS EO 1852 Action Item for the City Council Meeting of August 21, 2018 DATE: August 2, 2018 TO: Keith Selman, Interim City Manager THRU: Sylvia Carrillo-Trevino, Assistant City Manager Mark Van Vleck, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361)826-3227 Dan Grimsbo, Executive Director of Utilities DanG@cctexas.com (361)826-1718 Interlocal Agreement with Nueces County Water Control and Improvement District #3 CAPTION: Resolution authorizing an Interlocal Agreement with Nueces County Water Control and Improvement District #3 to provide for District to disconnect District water service to customers who are delinquent in City wastewater service payment. PURPOSE: There are approximately 220 utility customers who receive water from Nueces County Water Control and Improvement District #3 (NCWCID #3) and wastewater services from the City of Corpus Christi (City). The City has no recourse when these wastewater customers do not pay their City utility bill. State law, however, allows local governments such as NCWICD #3 and the City to enter into an interlocal agreement for collection of delinquent utility accounts, and so this interlocal agreement provides assistance to the City from NCWCID #3 by having NCWCID #3 disconnect water services from their water customers for nonpayment of City wastewater fees. BACKGROUND AND FINDINGS: The City's Utility Business Office has been working to improve collection of delinquent utility accounts. Some of the City's wastewater customers are provided water service by NCWCID #3. Because these customers receive water services from another entity, the City has had no recourse in pursuing delinquent accounts. There is a provision in State law (Title 30, Section 291.88 of the Texas Administrative Code, subsection (e) (1)) which allows entities such as the City and NCWCID #3 to enter into an interlocal agreement for collection of delinquent accounts. This provision states: "Where sewer service is provided by one retail public utility and water service is provided by another retail public utility, the retail public utility that provides the water service shall disconnect water service to a customer who has not paid undisputed sewer charge...." The City has been working with NCWCID #3 since 2012 on this interlocal agreement. The interlocal agreement outlines the duties of the City and the duties of NCWCID #3 and provides for payment by the City to NCWCID #3 of $1.50 per water meter read per month. The term of the agreement is for one year and will automatically renew for successive one-year terms. NCWCID #3 approved and signed this agreement on July 9, 2018. ALTERNATIVES: Continue as-is with no mechanism to pursue collection on delinquent wastewater customers who receive water from NCWCID #3. OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Utilities Department • City Attorney's Office FINANCIAL IMPACT: X Operating Expense ❑ Revenue Capital ❑ Not Applicable Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - $ - Encumbered/Expended amount of(date) - - -This item - $ 3,960 $ 3,960 BALANCE - - $ (3,960) $ (3,960) FUND(S):Wastewater Fund COMMENTS: The interlocal agreement provides for payment by the City to the NCWCID #3 of $1.50 per meter per month. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: • Resolution • Interlocal Agreement Resolution authorizing an Interlocal Agreement with Nueces County Water Control and Improvement District# 3 to provide for District to disconnect District water service to customers who are delinquent in City wastewater service payment WHEREAS, the City of Corpus Christi ("City") and Nueces County Water Control and Improvement District #3 ("NCWCID#3") are authorized by Chapter 791 of the Texas Government Code to enter into an Interlocal Agreement; WHEREAS, there are residents who receive their treated water service from NCWCID#3 and receive their wastewater service from the City of Corpus Christi; WHEREAS, Texas Administrative Code Title 30 Section 291.88 (e) provides that where sewer service is provided by one retail public utility and water service is provided by another retail public utility, the retail public utility that provides the water service shall disconnect water service to a customer who has not paid undisputed sewer charges if requested by the sewer service provider and if an agreement exists between the two retail public utilities regarding such disconnection; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the City Manager or designee is authorized to execute an Interlocal Agreement with Nueces County Water Control and Improvement District #3 ("NCWCID#3) to provide that NCWCID#3 will disconnect NCWCID#3 water service to a customer who is delinquent in payment of City wastewater charges. A copy of the interlocal agreement is on file with the City Secretary's Office. This Resolution shall be and become effective immediately upon and after its adoption and approval. PASSED AND APPROVED this the day of ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Everett Roy Lucy Rubio Greg Smith INTERLOCAL AGREEMENT BETWEEN CITY OF CORPUS CHRISTI AND NUECES COUNTY WATER CONTROL AND IMPROVEMENT DISTRICT#3 This Interlocal Agreement is made and entered into this day of July, 2018, by and between the City of Corpus Christi, a Texas home-rule municipal corporation hereinafter referred to as "City", and the Nueces County Water Control and Improvement District #3 ("District") under the authority and in accordance with the Interlocal Cooperation Act, as set out in Chapter 791, Texas Government Code WITNESSETH: WHEREAS, Texas Government Code, Chapter 791, authorizes local governments of the state to enter into contracts for governmental functions and services to increase their efficiency and effectiveness; and WHEREAS, the District and the City are local governments as defined in Texas Government Code, Section 791.003(4), have the authority to enter into this agreement, and have each entered into this agreement by the action of its governing body in the appropriate manner prescribed by law; and WHEREAS, both the City and District represent to one another that each respective party has the authority to enter into this agreement and perform the obligations and duties stated herein; WHEREAS, the District and the City specify that each party paying for the performance of said functions of government shall make those payments from current funds available to the paying party; and NOW THEREFORE, this contract is made and entered into by District and City in consideration of the aforementioned recitals and for the mutual consideration stated herein ("The Agreement"): 1. PURPOSE OF AGREEMENT The purpose of the Agreement is for the City and the District to implement processes to assist with collection of City wastewater accounts in accordance with Title 30 Texas Administrative Code Section 291.88, Discontinuance of Service. 2. DUTIES OF THE CITY A. The City will provide the District with a database of City wastewater customers who are located within the service area of the District ("Master List"). B. The City will provide the District with an updated Master List as soon as information regarding new addresses or new customers is made available to the City. C. The City will promptly notify the District of all new wastewater customers within the areas set forth in the District's Certificate of Convenience and Necessity. D. The City will provide the District with a list of delinquent City wastewater accounts if the customer receives water service from the District, and request that the District disconnect water service. Prior to issuing request for disconnection of water service, the City shall provide notice of termination to the customer. Such notice shall be in conformity with Texas Administrative Code, Section 291.88, subsection (a), shown as Exhibit A. D. The City shall pay the District the fees for services provided by the District in accordance with Section 3 below within 30 days of receipt of invoice from the District. 3. DUTIES OF THE DISTRICT A. The District will read water meters for each of its customers that receives City wastewater service. The District will record and provide the readings to the manager of the City Utilities Billing Office no later than the 10th day of each month. B. In accordance with Title 30 of the Texas Administrative Code, Section 291.88, subsection (e), the District agrees to disconnect its customer's water service when the customer is reported as delinquent in payment of the City wastewater bill. C. The District shall invoice the City monthly for the services provided by the District under this agreement. The fee is $1.50 per District water meter read by the District pursuant to this Agreement. D. The District shall maintain the confidentiality of any information provided or prepared under this Agreement, including but not limited to the confidentiality of the information provided in the Master List to the District and the meter readings. The District shall maintain the information provided or prepared under this Agreement in a secure location. The District shall require its employees to sign a statement acknowledging confidentiality of the information provided and prepared under this Agreement and the potential consequences for unauthorized disclosure of information. Should the District become aware of any unauthorized disclosure of information, the District shall immediately notify the City Director of Financial Services. These duties shall survive termination of this Agreement. 4. PROCEDURE FOR SUSPENSION OR TERMINATION OF SERVICE A. Upon a determination by City that a City wastewater customer is delinquent, the City will issue a notice of delinquency to said customer advising the customer that water service will be discontinued unless the delinquent account is brought current within ten days from the date of said notice (the "Delinquent Notice"). The City will provide a copy of said notice to the District. B. If the delinquent account is not brought current on or before 10 days from the date of the Delinquent Notice, or if arrangements with the City to pay the delinquent account in a manner other than in full are not made, the City will provide a notice to the District, in a form approved by the parties, requesting that the District suspend water service to the customer (the "Suspension Notice"). Upon receipt of the Suspension Notice the District will cause the water service of the customer to be suspended. If the account is not paid in full within 15 days from the date hat water service is suspended, then in that event the District will terminate the water service to the customer. C. If service is suspended by the District pursuant to this Agreement, then, in that event, service can be reinstated upon the customer bringing the account current or making arrangements with the City to pay the delinquent account in a manner other than in full. Upon the customer bringing the account current or making arrangements with the City to pay the delinquent account in a manner other than in full the City will issue a receipt to the customer acknowledging the payment to the City. The customer will provide a copy of this receipt to the District and upon receipt the District will cause the water service to be reconnected. D. The customer will be responsible for the payment of all fees and charges imposed by the City by reason of the delinquency. The customer will pay all fees and charges imposed by the District pursuant to its stated policies for suspension of water service for failure to pay for water service, as now existing or as amended from time to time, prior to reconnecting the suspended water service. 5. TERM AND TERMINATION This Interlocal Agreement shall have a one year term and shall be effective upon its date of execution by the last party to execute the Agreement. The agreement shall automatically renew for successive one-year terms. This agreement may be terminated at any time by either party upon ninety (90) days written notice to the other parties. 6. NOTICE Official notice shall be by written notice and delivery to all of the parties to this Agreement. Delivery shall be fax or deposit in the United States Postal Service, first class, return receipt requested to: TO THE DISTRICT: Nueces County Water Control and Improvement District#3 Attn: District Manager 501 East Main Street Robstown, TX 78380 TO THE CITY: The City of Corpus Christi Attn: Director of Financial Services P.O. Box 9277 Corpus Christi, Texas 78469-9277 7. APPORTIONMENT OF LIABILITY District and City agree that both District and City shall each be responsible for their own negligent acts or omissions or other tortious conduct in the course of performance of this Agreement, without waiving any sovereign governmental immunity available to either District or City under Texas law and without waiving any available defenses under Texas law. Nothing in this paragraph shall be construed to create or grant any rights, contractual or otherwise, in or to any third persons or entities. 8. FISCAL FUNDING Notwithstanding anything to the contrary herein, this Agreement is expressly contingent upon the availability of funding for each item and obligation contained herein. In the event that payments or expenditures are made, they shall be made from current funds as required by Chapter 791, Texas Government Code. 9. VENUE Venue to enforce this Agreement shall lie exclusively in Nueces County, Texas. 10. NONDISCRIMINATION Parties to this Agreement shall not discriminate on the basis of race, color, national origin, sex, religion, age, disability, sexual orientation. 11. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties hereto and may not be modified except by an instrument in writing executed by the parties hereto as herein provided. 12. SEVERABILITY If any provision of this Agreement shall be held invalid, void or unenforceable, the remaining provisions hereof shall not be affected or impaired, and such remaining provisions shall remain in full force and effect. 13. DEFAULT/WAIVER/MITIGATION It is not a waiver of default if the non-defaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this Agreement does not preclude pursuit of other remedies in this Agreement or provided by law. 14. HEADINGS The titles which are used following the number of each paragraph are only for convenience in locating various provisions of this Agreement and shall not be deemed to affect the interpretation or construction of such provision. 15. NUMBER AND GENDER Words of any gender used in this Agreement shall be held and construed to include any other gender; and words in the singular shall include the plural and vice versa, unless the text clearly requires otherwise. 16. COUNTERPARTS This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 17. REMEDIES This Agreement shall not considered as specifying the exclusive remedy for any agreement default, but all remedies existing at law and in equity may be availed of by either party to this Agreement and shall be cumulative. 18. APPROVAL This Agreement is expressly subject to and contingent upon formal approval by City Council for the City and the Board of Directors for the District. IN WITNESS WHEREOF this Agreement has been executed on behalf of the District and the City of Corus Christi in the manner provided by law. THE CITY OF CORPUS CHRISTI By: City Manager Date: Approved as to form: By: Lisa Aguilar, Assistant City Attorney For the City Attorney NUECES COUNTY WATER CONTROL AND IMPROVEMENT DISTRICT# 3 By: Name: Marcos Alaniz Title: President Date: July 9, 2018 Approved as to form: 9 A4z,,, Charles W. Zahn, Attorney for the Nueces County Water Control and Improvement District No. 3 EXHIBIT A Texas Administrative Code Title 30. Environmental Quality Section 291.88 Discontinuance of Service a) Disconnection with notice. (1) Notice requirements. Proper notice shall consist of a separate written statement which a utility must mail or hand deliver to a customer before service may be disconnected. The notice must be provided in English and Spanish if necessary to adequately inform the customer and must include the following information: (A) the words "termination notice" or similar language approved by the executive director written in a way to stand out from other information on the notice; (B) the action required to avoid disconnection, such as paying past due service charges; (C) the date by which the required action must be completed to avoid disconnection. This date must be at least ten days from the date the notice is provided unless a shorter time is authorized by the executive director; (D) the intended date of disconnection; (E)the office hours, telephone number, and address of the utility's local office; (F)the total past due charges; (G) all reconnect fees that will be required to restore water or sewer service if service is disconnected. (H) if notice is provided by a sewer service provider under subsection (e) of this section, the notice must also state: (i)that failure to pay past due sewer charges will result in termination of water service; and (ii) that water service will not be reconnected until all past due and currently due sewer service charges and the sewer reconnect fee are paid. (2) Reasons for disconnection. Utility service may be disconnected after proper notice for any of the following reasons: (A) failure to pay a delinquent account for utility service or failure to comply with the terms of a deferred payment agreement. (i) Payment by check which has been rejected for insufficient funds, closed account, or for which a stop payment order has been issued is not deemed to be payment to the utility. (ii) Payment at a utility's office or authorized payment agency is considered payment to the utility. (iii) The utility is not obligated to accept payment of the bill when an employee is at the customer's location to disconnect service; (B) violation of the utility's rules pertaining to the use of service in a manner which interferes with the service of others; (C) operation of non-standard equipment, if a reasonable attempt has been made to notify the customer and the customer is provided with a reasonable opportunity to remedy the situation; (D) failure to comply with deposit or guarantee arrangements where required by §291.84 of this title (relating to Applicant and Customer Deposit); (E) failure to pay charges for sewer service provided by another retail public utility in accordance with subsection(e) of this section; and (F) failure to pay solid waste disposal fees collected under contract with a county or other public agency. SC o� � v AGENDA MEMORANDUM NOORP08 IEO First Reading for the City Council Meeting of August 14, 2018 1852 Second Reading for the City Council Meeting of August 21, 2018 DATE: August 1, 2018 TO: Keith Selman, Interim City Manager FROM: Arlene Medrano, Office of the Business Liaison arlenem(a)cctexas.com (361) 826-3356 Type A Board Certificate of Amendment CAPTION: Resolution adopting a certificate of amendment for the Corpus Christi Business and Job Development Corporation. PURPOSE: The purpose of this item is to adopt a certificate of amendment to amend the articles of incorporation (certificate of formation) for the Corpus Christi Business and Job Development Corporation. BACKGROUND AND FINDINGS: The terms of the directors of the Corporation were set to expire on July 31 of each year in accordance with the City's former fiscal year.This Resolution will change the terms of the directors of the Corporation to align the terms with the City's new fiscal year (October 1 — September 30). The affairs of the Corporation have been managed by a board of directors composed of five persons appointed by the City Council. City Council passed a motion on June 19, 2018 to add two additional directors to the Corporation's board of directors. This action will increase the number of board from five to seven. Texas Local Government Code section 501.302 provides that the Certificate of Formation of a development corporation may be amended by resolution of the governing body of the authorizing unit, in this case City Council, at that body's sole discretion. This is done by approving a Certificate of Amendment. The Type A Board recommended approval of this Certificate of Amendment at its meeting on July 16, 2018. ALTERNATIVES: City Council could choose not to approve this Resolution. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Conforms to City policy. EMERGENCY/ NON-EMERGENCY: Non Emergency DEPARTMENTALCLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Project to Date Fiscal Year: Expenditures 2016-2017 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: NA RECOMMENDATION: None. LIST OF SUPPORTING DOCUMENTS: Resolution Certificate of Amendment RESOLUTION ADOPTING A CERTIFICATE OF AMENDMENT FOR THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION. WHEREAS, on September 26, 2000, the City Council voted to approve the original articles of incorporation for the Corpus Christi Business and Job Development Corporation, a Type A corporation (the "Corporation"); WHEREAS, on November 11, 2014, the City Council voted to approve the Restated and Amended Articles of Incorporation (now known as Certificate of Formation) for the Corporation; WHEREAS, the terms of the directors of the Corporation were set to expire on July 31 of each year in accordance with the City's former fiscal year; WHEREAS, additional directors should be added to the Corporation's board of directors to provide further oversight of the expenditure of sales tax funds; and WHEREAS, the terms of the directors of the Corporation need to be changed to align the terms with the City's new fiscal year. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Council of the City of Corpus Christi finds that it is advisable for the reasons stated above to adopt a Certificate of Amendment in accordance with section 501.302 of the Texas Local Government Code. Such Certificate of Amendment is attached to this Resolution as Exhibit "A" and incorporated to this Resolution for all purposes. SECTION 2. The City Council adopts the Certificate of Amendment and authorizes the Mayor and the City Secretary to sign such document in accordance with section 501.305(x)(2) of the Texas Local Government Code and file such Certificate of Amendment with the secretary of state. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Everett Roy Lucy Rubio Greg Smith CERTIFICATE OF AMENDMENT FOR CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI § WE, THE UNDERSIGNED natural persons do verify that the amendments to the Articles of Incorporation(now known as Certificate of Formation)have been approved in the manner required the Development Corporation Act and the Corporation's governing documents: The Corporation is a nonprofit corporation under the Texas Business Organizations Code and a corporation under the Development Corporation Act of 1979, Sections 501-505 of the Texas Local Government Code (the Act) and governed by Sections 501 and 504 of said Act. The filing number issued to the Corporation by the Secretary of State is 160067201. The date of formation for the Corporation is September 27, 2000. This Certificate of Amendment was adopted by the City Council of the City of Corpus Christi by resolution on ) 2018. AMENDMENT: The Articles of Incorporation (Certificate of Formation) shall be amended, effective as of the date of this filing, by altering each of the following provisions as laid out below. ARTICLE NINE BOARD OF DIRECTORS (a) The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven persons appointed by the City Council of the City. The terms of the directors shall be two years expiring on September 30. Terms for three of the directors will expire on September 30, 2019, terms for the remaining four directors shall expire on September 30, 2020. Directors may be appointed to succeed themselves. No director may serve longer than six years consecutively unless such service is required to complete an unexpired term.Each director must be a resident of the City. Once a director has served for a total of six consecutive years, unless an exception under the City Charter applies, his or her term shall immediately expire and his or her position shall become vacant. (b) The names and street addresses of the persons who are to serve as the directors and the dates of expiration of their current terms as directors are as follows: NAMES ADDRESSES Expiring September 30, 2019 Scott Harris 500 N. Shoreline, Corpus Christi, TX 78401 Gabriel Guerra 4211 Ayers St., Corpus Christi, TX 78415 —expires July 31, 2019 upon service of six consecutive years. John Valls 615 N. Upper Broadway 9616, Corpus Christi, TX 78401 Expiring September 30, 2020 Lee A. Trujillo 6102 Ayers, Ste. 106, Corpus Christi, TX 78415 Randy Maldonado 338 44th, Corpus Christi, TX 78405 Leah Pagan Olivarri 3833 S. Staples, Ste. 5110, Corpus Christi, TX 78411 Robert Tamez 4626 Weiskopf Ln, Corpus Christi, TX 78413 Each director is and must be a qualified elector of the City Each director including the initial directors shall be eligible for reappointment. Each director shall serve until a successor is appointed. Directors are removable by the City Council at any time without cause. (c) The directors shall serve without compensation but they may be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. (d) The board of directors shall elect a president,vice president, secretary and any other officers that the City Council considers necessary to serve as executive officers of the Corporation as more specifically provided in the Corporation's Bylaws. The term of each officer's office shall expire on September 30 of each year. The City Manager shall serve as executive director of the Corporation and the City Secretary shall serve as assistant secretary to provide administrative support services for the corporation. (e) The board shall conduct all meetings within the boundaries of the City.Meetings of the board of directors are subject to the Texas Open Meetings Act and the Texas Public Information Act. Each additional amendment herein conforms to the appropriate subtitle in the Development Corporation Act. This Certificate of Amendment does not contain any other change to the articles of incorporation (certificate of formation). VERIFICATION: The undersigned sign this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument. Signed this of ) 2018. Joe McComb Rebecca Huerta Mayor City Secretary City of Corpus Christi City of Corpus Christi STATE OF TEXAS § COUNTY OF NUECES § Joe McComb personally appeared before me on this the day of , 2018, and being first duly sworn declared that he/she signed this application in the capacity designated, if any, and further states that he/she has read the above application and the statements therein contained are true. Notary Public, State of Texas SC o� � v AGENDA MEMORANDUM NOORP08 IEO Future Item for the City Council Meeting of August 14, 2018 1852 Action Item for the City Council Meeting of August 21, 2018 DATE: August 1, 2018 TO: Keith Selman, Interim City Manager FROM: Arlene Medrano, Office of the Business Liaison arlenem(a)cctexas.com (361) 826-3356 Type B Board Certificate of Amendment CAPTION: Resolution adopting a certificate of amendment for the Corpus Christi B Corporation. PURPOSE: The purpose of this item is to adopt a certificate of amendment to amend the certificate of formation for the Corpus Christi B Corporation. BACKGROUND AND FINDINGS: The terms of the directors of the Corporation were set to expire on July 31 of each year in accordance with the City's former fiscal year.This Resolution will change the terms of the directors of the Corporation to align the terms with the City's new fiscal year (October 1 — September 30). ALTERNATIVES: City Council could choose not to approve this Resolution. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Conforms to City policy. EMERGENCY/ NON-EMERGENCY: Non Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital x Not applicable Project to Date Fiscal Year: Expenditures 2016-2017 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: NA RECOMMENDATION: None. LIST OF SUPPORTING DOCUMENTS: Resolution Certificate of Amendment RESOLUTION ADOPTING A CERTIFICATE OF AMENDMENT FOR THE CORPUS CHRISTI B CORPORATION. WHEREAS, on January 23, 2018, the City Council voted to approve the original certificate of formation for the Corpus Christi B Corporation, a Type B corporation (the "Corporation") for the expenditure of sales tax money for economic development, affordable housing, and arterial and collector streets as approved by the voters of the City of Corpus Christi; WHEREAS, the terms of the directors of the Corporation were set to expire on July 31 of each year, so that the terms were consistent with the terms of the directors on the Corpus Christi Business and Job Development Corporation (the "Type A Corporation"); and WHEREAS, the terms of the directors of the Corporation need to be changed to align the terms with the City's fiscal year. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Council of the City of Corpus Christi finds that it is advisable for the reasons stated above to adopt a Certificate of Amendment in accordance with section 501.302 of the Texas Local Government Code. Such Certificate of Amendment is attached to this Resolution as Exhibit "A" and incorporated to this Resolution for all purposes. SECTION 2. The City Council adopts the Certificate of Amendment and authorizes the Mayor and the City Secretary to sign such document in accordance with section 501.305(x)(2) of the Texas Local Government Code and file such Certificate of Amendment with the secretary of state. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn CERTIFICATE OF AMENDMENT FOR CORPUS CHRISTI B CORPORATION THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI § WE, THE UNDERSIGNED natural persons do verify that the amendments to the Certificate of Formation have been approved in the manner required the Development Corporation Act and the Corporation's governing documents: The Corporation is a nonprofit corporation under the Texas Business Organizations Code and a corporation under the Development Corporation Act of 1979, Sections 501-505 of the Texas Local Government Code (the Act) and governed by Sections 501 and 505 of said Act. The filing number issued to the Corporation by the Secretary of State is 802947061. The date of formation for the Corporation is February 14, 2018. This Certificate of Amendment was adopted by the City Council of the City of Corpus Christi by resolution on , 2018. AMENDMENT: The Certificate of Formation shall be amended, effective on October 1, 2018,by altering each of the following provisions as laid out below. ARTICLE IX: BOARD OF DIRECTORS (a) The affairs of the Corporation shall be managed by a board of directors composed of seven persons appointed by the City Council. The terms of the directors shall be two years expiring on September 30. Terms for three of the directors will expire on September 30, 2019, terms for the remaining four directors shall expire on September 30, 2020. Directors may be appointed to succeed themselves. No Director may serve longer than six years consecutively unless such service is required to complete an unexpired term. Once a director has served for a total of six consecutive years,unless an exception under the City Charter applies, his or her term shall immediately expire and his or her position shall become vacant. (b) Directors may also serve as Directors for the Corpus Christi Business and Job Development Corporation(the"CCBJDC"). If a Director serves on both the Corporation's board and the CCBJDC's board, the expiration of the Director's term on the Corporation's board shall coincide with the expiration of the his/her term on the board of the CCBJDC. (c) The names and street addresses of the persons who are to serve as the current directors and the dates of expiration of their current terms as directors are as follows: NAMES ADDRESSES Expiring September 30, 2019 Scott Harris 500 N. Shoreline, Corpus Christi, TX 78401 Gabriel Guerra 4211 Ayers St., Corpus Christi, TX 78415 John Valls 615 N. Upper Broadway 9616, Corpus Christi, TX 78401 Expiring September 30, 2020 Lee A. Trujillo 6102 Ayers, Ste. 106, Corpus Christi, TX 78415 Randy Maldonado 338 44th, Corpus Christi, TX 78405 Leah Pagan Olivarri 3833 S. Staples, Ste. 5110, Corpus Christi, TX 78411 Robert Tamez 4626 Weiskopf Ln, Corpus Christi, TX 78413 Each director is and must be a qualified elector of the City and a resident of the City. Each director including the initial directors shall be eligible for reappointment. Each director shall serve until a successor is appointed. Directors are removable by the City Council at any time without cause. (d) The directors shall serve without compensation but they may be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. (e) The board of directors shall elect a president,vice-president, secretary, and any other officers that the City Council considers necessary to serve as executive officers of the Corporation as more specifically provided in the Corporation's Bylaws. The term of each officer's office shall expire on September 30 of each year. The City Manager, or designee, shall serve as executive director of the Corporation and the City Secretary shall serve as assistant secretary to provide administrative support services for the corporation. (� The board shall conduct all meetings within the boundaries of the City. Meetings of the board of directors are subject to the Texas Open Meetings Act and the Texas Public Information Act. (g) Pursuant to Texas Local Government Code §505.052(c),three of the directors must be persons who are not employees, officers, or members of the governing body of the City. Each additional amendment herein conforms to the appropriate subtitle in the Development Corporation Act. This Certificate of Amendment does not contain any other change to the certificate of formation. VERIFICATION: The undersigned sign this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument. Signed this of ) 2018. Joe McComb Rebecca Huerta Mayor City Secretary City of Corpus Christi City of Corpus Christi STATE OF TEXAS § COUNTY OF NUECES § Joe McComb personally appeared before me on this the day of , 2018, and being first duly sworn declared that he/she signed this application in the capacity designated, if any, and further states that he/she has read the above application and the statements therein contained are true. Notary Public, State of Texas mus cr� GO � U NUAP D P PE 1852 AGENDA MEMORANDUM Future item for the North Padre Island Development Corporation Meeting of August 14, 2018 Action item for the North Padre Island Development Corporation Meeting of August 21, 2018 DATE: August 3, 2018 TO: Board of Directors North Padre Island Development Corporation FROM: Arlene Medrano, Business Liaison arlenemCa)-cctexas.com 361-826-3356 Special North Padre Island Development Corporation Meeting CAPTION: Special meeting of the North Padre Island Development Corporation. PURPOSE: This is a special meeting of the North Padre Island Development Corporation. BACKGROUND AND FINDINGS: The first item for this meeting is Election of Officers, whose terms expired July 31 . Regular items for this meeting include minutes and financial report. Other items for this meeting include: - Agreement with the City to handle investments - Investment Strategy and Policy - Texpool - FY 2019 TIRZ #2 Budget ALTERNATIVES: Do Not Approve These Items OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: EMERGENCY / NON-EMERGENCY: Not Applicable DEPARTMENTALCLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Reinvestment Zone No. 2 Comments: See attached Budget document. RECOMMENDATION: Approve these Items. LIST OF SUPPORTING DOCUMENTS: Meeting Agenda Meeting Minutes from 12/19/17 Financial Report Motion- NPIDC Investment Agreement Investment Policy and Investment Strategy Resolution- Investment Policy and Investment Strategy Resolution — TexPool Amending Auth Reps Motion — FY18-19 TIF #2 Budget AGENDA NORTH PADRE ISLAND DEVELOPMENT CORPORATION SPECIAL MEETING Date: Tuesday, August 21, 2018 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street Corpus Christi, Texas 78401 1. Call meeting to order. Secretary Rebecca Huerta calls roll. Board of Directors Officers Greg Smith, President Keith Selman, Executive Director Joe McComb, Vice President Rebecca Huerta, Secretary Lucy Rubio Paul Pierce, Assistant Secretary Rudy Garza Constance P. Sanchez, Treasurer Michael Hunter Judy Villalon, Assistant Treasurer Ben Molina Paulette Guajardo Debbie Lindsey-Opel Everett Roy 2. Election of Officers 3. Approve minutes from the Board meeting on December 19, 2017 4. Treasurer's Report 5. Motion approving an agreement with the City of Corpus Christi for investment of the Corporation's funds. 6. Resolution adopting the new Investment Policy and Investment Strategy for the North Padre Island Development Corporation. 7. Motion approving a resolution for participation in TexPool. 8. Motion approving the fiscal year 2018-2019 TIRZ#2 budget. 9. Public Comment. 10. Adjourn. NORTH PADRE ISLAND DEVELOPMENT CORPORATION CITY HALL — COUNCIL CHAMBERS 1201 LEOPARD TUESDAY, DECEMBER 19, 2017 DURING THE CITY COUNCIL MEETING BEGINNING AT 11:30 A.M. PRESENT MEMBERS STAFF Greg Smith, President Margie C. Rose, General Manager Joe McComb, Vice President Rebecca L. Huerta, Secretary Lucy Rubio Paul Pierce, Asst. Secretary Rudy Garza Constance P. Sanchez, Treasurer Michael Hunter Judy Villalon, Asst. Treasurer Ben Molina Carolyn Vaughn Paulette Guajardo Debbie Lindsey-Opel 1. Call meeting to order— President Smith called the meeting to order at 3:51 p.m. Secretary Rebecca L. Huerta called the roll and verified that the necessary quorum of the board and the required officers were present to conduct the meeting. 2. Approval of the Minutes from August 22, 2017 — Ms. Lindsey-Opel made a motion to approve the minutes, seconded by Mr. Hunter and passed unanimously. 3. Public Comment. — None. 4. Motion appoint the Corporation's Treasurer as an Investment Officer of the Corporation under the Corporation's Investment Policy. —Assistant City Manager Keith Selman stated that the purpose of this item is to designate the Corporation's Treasurer as an Investment Officer of the Corporation. Mr. Hunter made a motion to approve Item 4, seconded by Ms. Lindsey-Opel and passed unanimously. 5. Motion amending investment plan and approving resolution for participation in TexPool — Assistant City Manager Keith Selman stated that the purpose of this item is to maintain the current financing plan of 20% in a local government investment pool (TexPool), 60% in one-year U.S. Treasuries and 20% in two-year U.S. Treasuries and amend the resolution to designate Treasurer Constance Sanchez and Assistant Treasurer Judy Villalon as authorized representatives. Mr. Molina made a motion to approve Item 5, seconded by Ms. Guajardo and passed unanimously. 6. Adjournment —The meeting was adjourned at 3:54 p.m. 1 North Padre Island Development Corporation Balance Sheet June 30, 2018 ASSETS Cash, cash equivalents and investments $ 13,061,381 Accounts Receivable 59 Total assets 13,061,440 LIABILITIES AND FUND BALANCES Fund balance Restricted North Padre Island Development 13,061,440 Total liabilities and fund balances $ 13,061,440 North Padre Island Development Corporation Income Statement For the Nine Months Ended June 30,2018 Revenues Taxes and business fees $ 3,871,583 Earnings on investments 108,478 Total revenues 3,980,060 Debt service Interest 154,575 Paying agent fees 5,694 Total expenditures 160,269 Transfer in 568 Transfer out (9,635) Total other financing sources (uses) (9,067) Excess of revenues and other financing sources over expenditures and other uses 3,810,725 Fund balance at beginning of year 9,250,716 Fund balance at June 30, 2018 $ 13,061,440 Balance in Capital Improvement Fund (Fund 3278) $ 1,397,999 AGREEMENT BETWEEN NORTH PADRE ISLAND DEVELOPMENT CORPORATION AND CITY OF CORPUS CHRISTI FOR INVESTMENT OF CORPORATION'S FUNDS This Agreement for the investment of funds ("Agreement") is entered into between the North Padre Island Development Corporation ("Corporation") and the City of Corpus Christi ("City"). In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and the City agree as follows: 1. Agreement to Provide Investment Services. This Agreement between the Corporation and the City is executed to provide the specific and measurable services for the investment of the Corporation's funds. The City will annually prepare the investment policy and investment strategies for review and approval by the Corporation's Board of Directors. The recommended investment policy and strategies will be reviewed by the City's Investment Committee before presentation to the Corporation. The City's investment officers will serve as the investment officers of the Corporation. All investments must comply with federal and state law as well as any trust documents related to funds that are invested. 2. Payments. The Parties agree that the Corporation will pay the City an amount specified in the annual budget for the services provided to the Corporation by City staff as part of the Corporation's annual allocation. 3. Effective Date. The effective date of this Agreement is the date on which the City Council grants approval for this Agreement, and it is signed by all parties. 4. Term. The term of this Agreement is will begin on the Effective Date and end on September 30, 2019. At the end of any term, this Agreement shall automatically renew for successive one-year terms, ending on September 30 of each year, unless terminated as provided in this Agreement. 5. Termination. The Parties may, by written agreement, terminate this Agreement at any time. In the event of such termination, the City will be entitled to reimbursement for any services provided up to the date of termination. Prior to the expiration of the initial term or any renewal term, either party may terminate this Agreement by providing 90 days' written notice of non-renewal to the other party. 6. Amendments or Modifications. No amendments or modifications to this Agreement be made, nor any provision waived, unless the amendment or modification is made in writing and signed by persons duly authorized to sign agreements on behalf of all parties. 7. Notices. a. Any required written notices shall be sent, certified mail, return receipt requested, addressed as follows: Page 1 of 2 If to Corporation: North Padre Island Development Corporation Attn: President 1201 Leopard Street Corpus Christi, Texas 78401 If to City: City of Corpus Christi Attn: City Manager's Office 1201 Leopard Street P.O. Box 9277 Corpus Christi, Texas 78401 c. Notice is effective upon deposit in the United States mail in the manner provided above. 8. 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. NORTH PADRE ISLAND CITY OF CORPUS CHRISTI DEVELOPMENT CORPORATION Greg Smith Samuel Keith Selman President Interim City Manager Date: Date: ATTEST: Rebecca Huerta City Secretary Date: APPROVED AS TO FORM: Assistant City Attorney Page 2 of 2 North Padre Island Development Corporation Investment Policy and Investment Strategy Adopted August 21, 2018 TABLE OF CONTENTS I. POLICY STATEMENT...........................................................................................1 II. SCOPE................................................................................................................1 III. PRUDENCE........................................................................................................1 IV. OBJECTIVES......................................................................................................2 V. LEGAL LIMITATIONS AND AUTHORITIES ...........................................................2 VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY.........................................2 VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS ...................3 VIII. AUTHORIZED INVESTMENTS..........................................................................4 IX. COLLATERALIZATION........................................................................................5 X. SAFEKEEPING ....................................................................................................5 XI. INTERNAL CONTROLS.......................................................................................6 XII. REPORTING .....................................................................................................7 XIII. DEPOSITORIES................................................................................................7 XIV. INVESTMENT POLICY ADOPTION ...................................................................7 XV. INVESTMENT STRATEGY .................................................................................8 XVI. GLOSSARY ....................................................................................................10 APPENDICES A. TEXAS PUBLIC FUNDS INVESTMENT ACT............................................................12 B. RESOLUTION...........................................................................................................49 i NORTH PADRE ISLAND DEVELOPMENT CORPORATION INVESTMENT POLICY AND STRATEGY Adopted August 21, 2018 This Investment Policy sets forth the specific policies and guidelines and general strategy for the investment of funds of the North Padre Island Development Corporation (the "Corporation") in order to achieve the Corporation's goals of safety, liquidity, diversification, and yield and to preserve the public trust. This Policy satisfies the state statutory requirements of the Public Funds Investment Act, Texas Government Code, Chapter 2256 (the "Act") to define and adopt a formal investment policy and strategy and assures compliance with the Act. I. POLICY STATEMENT It is the policy of the Corporation that the administration of its funds and the investment of those funds shall be handled as its highest public trust. Investments shall be made in a manner which will provide maximum security of principal invested through risk management and diversification strategies while meeting the cash flow needs of the Corporation. The receipt of a reasonable yield will be secondary to the requirements for safety and liquidity. Earnings from investment will be used in a manner that best serves the interests of the Corporation. II. SCOPE This Investment Policy applies to all the financial assets of the Corporation. III. PRUDENCE The standard of care established by law to be used in the investment process shall be the "prudent person standard" and shall be applied in the context of managing the overall portfolio, rather than a consideration as to the prudence of a single investment. The standard states that: Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, notforspeculation, butfor investment, considering the probable safety of their principal as well as the probable income to be derived. 1 IV. OBJECTIVES All funds shall be managed and invested with four primary objectives, in order of their priority: safety, liquidity, diversification and yield. a. Safety: The preservation and safety of principal is the Corporation's foremost objective. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Authorized investments are chosen for their high credit quality and stability. b. Liquidity: The portfolio shall remain sufficiently liquid, and retain a liquidity buffer,to assure that the Corporation meets all reasonably anticipated expenditures. Investment decisions will be based on anticipated cash flows and only high-credit quality securities will be used for their marketability. c. Diversification: The Corporation will diversify its investments by maturity and market sector in an effort to avoid incurring unreasonable and avoidable market risks. d. Yield: The portfolio shall be designed with the objective of attaining a reasonable market yield taking into account the investment risk constraints and liquidity needs of the Corporation. V. LEGAL LIMITATIONS AND AUTHORITIES Specific investment parameters for the investment of public funds in Texas are found in the Act. All investments will be made in accordance with these statutes. In addition, investments shall conform to all financial indentures and trust requirements. VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY a. Corporation Board The Corporation Board has ultimate fiduciary responsibility for all funds. The Board is responsible for reviewing and adopting the Investment Policy and Strategy on no less than an annual basis. The Board has resolved to designate the Investment Committee of the City of Corpus Christi and the authorized Investment Officers of the City of Corpus Christi as the Corporation's Investment Committee and Investment Officers, respectively. The Treasurer or Assistant Treasurer of the Corporation Board will coordinate with these Investment Officers on all strategy and purchase decisions to provide cash flow 2 requirements. This will provide efficiency and cost effectiveness but retain control of investment strategy and final decision-making by the Corporation. The Board shall receive and review quarterly investment reports from the Investment Committee. b. Investment Committee An Investment Committee shall meet at least quarterly to review and determine operational strategies and to monitor investment results. The Investment Committee shall include in its deliberation such topics as: economic outlook, diversification, maturity structure, risk, and performance of the portfolio. The Investment Committee shall be responsible for monitoring, reviewing, and making recommendations regarding the Investment Policy and Strategy to the Corporation Board. The Investment Committee will review quarterly investment reports before submission to the Board. c. Investment Officer The Investment Officers will be responsible for the daily operations of the investment program and provide complete reports to the Investment Committee on a quarterly basis. The Investment Officers will retain all documentation on investment transactions and will direct the settlement and safekeeping of securities in accordance with any controlling Indenture of Trust. Should funds be removed from Trust,the Investment Officers will settle investments into the City's safekeeping account and provide documentation of the safekeeping to the Board representatives. All participants in the investment process shall seek to act responsibly as custodians of the public trust. The Investment Officers will avoid any transaction that might impair public confidence in the Corporation. The Investment Officers may not engage in an investment transaction except as provided under the terms of this Policy. VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS All investment transactions shall be made through the financial institutions or broker/dealers the City Investment Committee has approved, and all requirements for these institutions of the City are to be met for Corporation funds. No investment transactions may be entered into with a brokerage subsidiary of the City or the Corporation's safekeeping bank in order to perfect delivery versus payment (DVP) requirements for trade independence. Each authorized financial institution and broker/dealer will be provided a copy of the Corporation's Investment Policy to assure that they are familiar with the goals and objectives of the Corporation. If material changes are made to the Policy, a new Policy will be sent. Any local government investment pools in which the Corporation participates shall sign a 3 written certification, in a form acceptable to the Corporation, substantially to the effect that the pool has: a. Received, and thoroughly reviewed the Policy, and b. Acknowledged that the pool has implemented reasonable controls and procedures in an effort to preclude investment transactions not authorized by the Policy. VIII.AUTHORIZED INVESTMENTS a. Investments Authorized investments under this Policy shall be limited to the instruments listed below as further described by the Act. If additional types of securities are approved for investment of public funds by state statute, they will not be eligible for investment by the Corporation until this policy has been amended and the amended version adopted by the Corporation Board. 1. Obligations of the US Government, its agencies and instrumentalities, excluding mortgage backed securities, with a maximum stated maturity of three (3) years. (2256.009(1)) 2. Fully FDIC insured depository certificates of deposit of banks doing business in Texas with a maximum maturity of one year. (2256.010) 3. Fully collateralized direct repurchase agreements with a defined termination date secured in accordance with this policy and placed with a primary securities dealer. All repurchase agreement transactions shall be governed in accordance with the Act. The maximum stated maturity shall be one year with the exception of flex repurchase agreements used for bond proceeds capital projects. The flex repurchase agreement transaction shall be matched to the expenditure plan of the bonds. (2256.011) 4. AAA, or equivalent, rated local government investment pools defined by the Act and striving to maintain a $1 NAV and specifically approved for participation by a resolution of the Board. (2256.016) 5. AAA-rated, SEC registered money market mutual funds which strive to maintain a $1 net asset value. (2256.0.14(a)) 6. Fully FDIC insured interest bearing depository accounts of banks in Texas. (2256.009) 7. General debt obligations of any US state and any political subdivision of any US state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of two years. (2256.009) 8. FDIC insured brokered certificate of deposit securities from a bank in any US state, delivery versus payment to the City's safekeeping agent, not to exceed one year to maturity. Before purchase, the Investment Officers must verify the FDIC status of the bank on www.fdic.gov to assure the bank is FDIC insured. (2256.009) 9. A1/P1 rated commercial paper with a maximum maturity of 180 days. (2256.013) 4 10. Guaranteed investment contracts with a maximum maturity of two years and executed in accordance with the Act. (2256.015) 11. Securities lending transactions with primary dealers or banks doing business in Texas in accordance with the Act. (2256.0115) b. Competitive Bidding Requirement All securities, including depository certificates of deposit, will be purchased only after at least three (3) competitive offers are taken to verify that the Corporation is receiving fair market value/price for the investment. c. Delivery versus Payment Requirement All security transactions, including collateral for repurchase agreements, shall be conducted on a delivery versus payment (DVP) basis. IX. COLLATERALIZATION As a local government corporation,the Corporation is not authorized to have collateral pledged to it for time and demand bank deposits in accordance with FDIC regulations. Time and demand deposits in any bank holding company must be limited by the FDIC insurance level. a. Repurchase Agreements Owned Collateral Collateral under a repurchase agreement is owned by the Corporation. (2256.011) It will be held by an independent third-party safekeeping institution approved by the Corporation under an executed Bond Market Master Repurchase Agreement. Securities (collateral) with a market value totaling 102% of the principal and accrued interest of the repurchase agreement is required and the counter-party is responsible for the monitoring and maintaining of collateral and margins daily. Authorized collateral for repurchase agreements will include only: 1. Cash; 2. Obligations of the US Government, its agencies and instrumentalities including mortgage-backed securities and CMO which pass the bank test; or 3. Debt obligations of any US state or US state sub-division rated A or better by at least one nationally recognized rating agency. X. SAFEKEEPING The Corporation shall maintain safekeeping under the Indenture of Trust, as applicable. All security transactions shall be settled on a delivery versus payment (DVP) basis by the safekeeping institution. Should funds be removed from Trust, the Investment Officers will settle investments into the City's safekeeping account and provide documentation of the 5 safekeeping to the Board representatives. (2256.005) Securities shall not be held in any brokerage account. Securities shall not be bought from the Corporation's depository in order to provide perfected delivery versus payment. The safekeeping institution shall be required to issue safekeeping receipts listing each specific security, rate, description, maturity, CUSIP and other pertinent information which will be maintained by the Investment Officers. XI. INTERNAL CONTROLS The Investment Officers will maintain controls to regulate the activities of the investment program in accordance with this policy. The controls will be reviewed annually with the independent auditor of the City. The controls shall be designed to prevent loss of funds due to fraud, employee error, misrepresentation by third parties, unanticipated market changes, or imprudent actions. Internal controls deemed most important would include: competitive bidding, control of collusion, separation of duties, safekeeping, delegation of authority, and documentation. a. Cash Flow Forecasting Cash flow analysis and forecasting is designed to protect and sustain cash flow requirements of the Corporation. The Board will inform the Investment Officers of anticipated cash flows which will be used for cash flow and investment purposes. b. Loss of Rating The Investment Officers shall monitor, on no less than a weekly basis, the credit rating on all authorized investments in the portfolio which require ratings by policy or law. Ratings will be based upon independent information from a nationally recognized rating agency. If any security falls below the minimum rating required by Policy or law, the Investment Officers shall notify the Board of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within one week after the loss of the required rating. (2256.021) c. Monitoring FDIC Coverage The Investment Officers shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered CDs owned by the Corporation based upon information from the FDIC. If any bank has been acquired or merged with another bank in which brokered CDs are owned by the Corporation, the Investment Officers shall immediately liquidate any brokered CD which places the Corporation above the FDIC insurance level. 6 XII. REPORTING The Investment Officers shall provide quarterly reports to the Board in accordance with the Act (2256.023) and containing sufficient information to permit an informed outside reader to evaluate the performance of the investment program. At a minimum, the report shall include: a. Description of each investment and depository position, b. Amortized book and market values at the beginning and end of the reporting period, c. Amortized book value and market value of each separately invested asset at the beginning and end of the reporting period market by sector and fund, d. Maturity date of each separately invested asset, e. Account, fund or pooled fund group for which each investment was acquired (as applicable), f. Earnings for the period, and g. Overall yield for the portfolio(s) in comparison to its benchmark yield for the comparable period. Market prices for market value calculations shall be obtained from independent sources. XIII. DEPOSITORIES The Corporation will use the City's depository bank or, if applicable,the depository listed in the Indenture of Trust. The City designates one banking institution for banking services through a competitive process at least every five years. Written depository agreements shall be executed before funds are transferred. XIV. INVESTMENT POLICY ADOPTION The Corporation Board shall review and adopt by resolution its Investment Policy and Strategy not less than annually and the approving resolution shall designate any changes made to the Policy. 7 XV. INVESTMENT STRATEGY The Corporation portfolio will be designed and managed based on projected cash flows to provide for all anticipated and projected cash needs. The portfolio is to be managed pro- actively considering ongoing market changes but is essentially a buy-and-hold portfolio. Information on expected expenditures from the Board will be incorporated into investment decisions. The overall investment program shall be designed and managed with a degree of professionalism which is worthy of public trust. The Corporation maintains separate funds as required by the Indenture of Trust. Specific strategies for each fund are as follows: a. Pledged Revenue Fund Strategy — The Corporation's Pledged Revenue Fund is an aggregation of proceeds from bond issues and tax increment revenue. The objectives of this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. b. Reserve Fund Strategy — The Corporation's Reserve Fund are funds required by the Indenture of Trust to be maintained and intact throughout the life of the debt issue. The objectives of this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. c. Debt Service Fund Strategy—The Corporation's Debt Service Fund consists of interest 8 earnings from the Reserve Fund. Twice a year funds are transferred from the Pledged Revenue Fund to the Debt Service Fund for the debt service payment. The objectives for this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. The Corporation may combine funds for investment purposes into one portfolio while addressing all the needs of specific funds in the portfolio. The overall portfolio shall have a maximum dollar-weighted average maturity (WAM) of one year designed to meet anticipated cash flow needs. The risks in the portfolio shall be measured quarterly against a risk benchmark designed to mirror the authorized market investments and the Corporation's cash flow requirements. Because the portfolio is dictated by cash flow needs, the benchmark becomes a measure of risk which reflects the primary market rates matched to the WAM. With a maximum WAM of one year, the risk benchmark is established as the one-year Treasury Bill for the comparable period. The portfolio should track the risk benchmark but will naturally lag as market interest rates, which adjust daily, move. 9 XVI. GLOSSARY Agency— Federal government organizations setup for specific purposes such as management of resources, financial oversight or funding for specific purposes (ex: FNMA, FHLMC, GNMA, FHLB, FAMCA, FFCB, and TVA). They carry the implicit guarantee of the US Government. Benchmark — A recognized index or basis used to compare either performance or risk in a portfolio. In governmental portfolios, which are controlled by cash flow demands, the benchmark is used to measure risk. The benchmark is based on the primary markets used by the portfolio (US Treasuries) and the anticipated maturity of the portfolio (the WAM). Broker — A financial firm registered with FINRA, the SEC, and the State to bring a buyer and seller together for an investment transaction.A broker carries no inventory of securities owned by the firm. Dealer— Dealers carry an inventory of securities and sell from their inventory or broker trades as a broker. Primary dealers are recognized by the NY Fed and must adhere to strict financial requirements. Primary dealers transact in most markets domestically and internationally. Regional dealers are smaller firms and may focus on only specific markets. CUSIP Number — A 9-character alphanumeric code which identifies a financial security for purposes of facilitating clearing and settlement of trades. Custodian — An approved independent custodian charged with the safekeeping of securities owned by or pledged to the City. An independent custodian is one not affiliated with any pledging institution or counter-party. Delivery versus Payment (DVP) — The process whereby a custodian receives a security and verifies it is the correct security from the investor before any funds are released for its purchase. FINRA (Financial Institutions Regulatory Authority) — A self-regulated organization of broker/dealers. Instrumentality—Government agency or corporation established for a specific purpose. Investment Portfolio — Assets invested in securities and financial transactions including cash in bank accounts under authority of the Investment Policy. Securities—A fungible, negotiable financial instrument of financial value. Securities authorized by this Policy are debt instruments of the US Government or local governments. Securities Lending—A financial transaction in which securities owned by investing entity is lent 10 out on margin (for interest earnings). Ownership of the security remains with the lender. Fund from the lending transaction are reinvested for the same length of the loan providing incremental income to the portfolio. Settlement—The process of delivering a security to the new owner of that security. Settlement for book entry(electronic)securities is usually over the FedWire system of the Federal Reserve. Settlement done DVP assures the safest process because no funds are released until the security is received and verified by the custodian. WAM (Weighted Average Maturity) — The average period of time until portfolio securities mature, weighted by their book value in proportion to the total amount invested in the portfolio. 11 APPENDIX A Texas Public Funds Investment Act Texas Government Code: Chapter 2256 — Public Funds Investments Subchapter A—Authorized Investments for Governmental Entities GOVERNMENT CODE TITLE 10 . GENERAL GOVERNMENT SUBTITLE F. STATE AND LOCAL CONTRACTS AND FUND MANAGEMENT CHAPTER 2256 . PUBLIC FUNDS INVESTMENT SUBCHAPTER A. AUTHORIZED INVESTMENTS FOR GOVERNMENTAL ENTITIES Sec. 2256 . 001 . SHORT TITLE . This chapter may be cited as the Public Funds Investment Act . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 002 . DEFINITIONS . In this chapter: (1) "Bond proceeds" means the proceeds from the sale of bonds, notes, and other obligations issued by an entity, and reserves and funds maintained by an entity for debt service purposes . (2) "Book value" means the original acquisition cost of an investment plus or minus the accrued amortization or accretion. (3) "Funds" means public funds in the custody of a state agency or local government that : (A) are not required by law to be deposited in the state treasury; and (B) the investing entity has authority to invest . (4) "Institution of higher education" has the meaning assigned by Section 61 . 003, Education Code . (5) "Investing entity" and "entity" mean an entity subject to this chapter and described by Section 2256 . 003 . (6) "Investment pool" means an entity created under this code to invest public funds jointly on behalf of the entities that participate in the pool and whose investment objectives in order of priority are : (A) preservation and safety of principal; (B) liquidity; and (C) yield. 12 (7) "Local government" means a municipality, a county, a school district, a district or authority created under Section 52 (b) (1) or (2) , Article III, or Section 59, Article XVI, Texas Constitution, a fresh water supply district, a hospital district, and any political subdivision, authority, public corporation, body politic, or instrumentality of the State of Texas, and any nonprofit corporation acting on behalf of any of those entities . (8) "Market value" means the current face or par value of an investment multiplied by the net selling price of the security as quoted by a recognized market pricing source quoted on the valuation date . (9) "Pooled fund group" means an internally created fund of an investing entity in which one or more institutional accounts of the investing entity are invested. (10) "Qualified representative" means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (A) for a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (B) for a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (C) for an investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment pool to sign the written instrument on behalf of the investment pool; or (D) for an investment management firm registered under the Investment Advisers Act of 1940 (15 U. S .C. Section 80b-1 et seq. ) or, if not subject to registration under that Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm. (11) "School district" means a public school district. (12) "Separately invested asset" means an account or fund of a state agency or local government that is not invested in a pooled fund group. 13 (13) "State agency" means an office, department, commission, board, or other agency that is part of any branch of state government, an institution of higher education, and any nonprofit corporation acting on behalf of any of those entities . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 1, eff. Sept . 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 1, eff. Sept. 1, 1999 . Sec. 2256 . 003 . AUTHORITY TO INVEST FUNDS; ENTITIES SUBJECT TO THIS CHAPTER. (a) Each governing body of the following entities may purchase, sell, and invest its funds and funds under its control in investments authorized under this subchapter in compliance with investment policies approved by the governing body and according to the standard of care prescribed by Section 2256 . 006 : (1) a local government; (2) a state agency; (3) a nonprofit corporation acting on behalf of a local government or a state agency; or (4) an investment pool acting on behalf of two or more local governments, state agencies, or a combination of those entities . (b) In the exercise of its powers under Subsection (a) , the governing body of an investing entity may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U. S .C. Section 80b-1 et seq. ) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control . A contract made under authority of this subsection may not be for a term longer than two years . A renewal or extension of the contract must be made by the governing body of the investing entity by order, ordinance, or resolution. (c) This chapter does not prohibit an investing entity or investment officer from using the entity' s employees or the services of a contractor of the entity to aid the investment officer in the execution of the officer ' s duties under this chapter. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg. , ch. 1454, Sec. 2, eff. Sept. 1, 1999. 14 Sec. 2256 . 004 . APPLICABILITY. (a) This subchapter does not apply to: (1) a public retirement system as defined by Section 802 . 001; (2) state funds invested as authorized by Section 404 . 024; (3) an institution of higher education having total endowments of at least $150 million in book value on September 1, 2017; (4) funds invested by the Veterans ' Land Board as authorized by Chapter 161, 162, or 164, Natural Resources Code; (5) registry funds deposited with the county or district clerk under Chapter 117, Local Government Code; or (6) a deferred compensation plan that qualifies under either Section 401 (k) or 457 of the Internal Revenue Code of 1986 (26 U. S .C. Section 1 et seq. ) , as amended. (b) This subchapter does not apply to an investment donated to an investing entity for a particular purpose or under terms of use specified by the donor. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 505, Sec. 24, eff. Sept . 1, 1997; Acts 1997, 75th Leg. , ch. 1421, Sec. 2, eff. Sept . 1, 1997; Acts 1999, 76th Leg. , ch. 62, Sec. 8 . 21, eff. Sept . 1, 1999; Acts 1999, 76th Leg. , ch. 1454, Sec. 3, eff. Sept . 1, 1999 . Amended by: Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 1, eff. June 14, 2017 . Sec. 2256 . 005 . INVESTMENT POLICIES; INVESTMENT STRATEGIES; INVESTMENT OFFICER. (a) The governing body of an investing entity shall adopt by rule, order, ordinance, or resolution, as appropriate, a written investment policy regarding the investment of its funds and funds under its control . (b) The investment policies must : (1) be written; (2) primarily emphasize safety of principal and liquidity; 15 (3) address investment diversification, yield, and maturity and the quality and capability of investment management; and (4) include: (A) a list of the types of authorized investments in which the investing entity' s funds may be invested; (B) the maximum allowable stated maturity of any individual investment owned by the entity; (C) for pooled fund groups, the maximum dollar- weighted average maturity allowed based on the stated maturity date for the portfolio; (D) methods to monitor the market price of investments acquired with public funds; (E) a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis; and (F) procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the provisions of Section 2256 . 021 . (c) The investment policies may provide that bids for certificates of deposit be solicited: (1) orally; (2) in writing; (3) electronically; or (4) in any combination of those methods . (d) As an integral part of an investment policy, the governing body shall adopt a separate written investment strategy for each of the funds or group of funds under its control . Each investment strategy must describe the investment objectives for the particular fund using the following priorities in order of importance : (1) understanding of the suitability of the investment to the financial requirements of the entity; (2) preservation and safety of principal; (3) liquidity; (4) marketability of the investment if the need arises to liquidate the investment before maturity; (5) diversification of the investment portfolio; and (6) yield. 16 (e) The governing body of an investing entity shall review its investment policy and investment strategies not less than annually. The governing body shall adopt a written instrument by rule, order, ordinance, or resolution stating that it has reviewed the investment policy and investment strategies and that the written instrument so adopted shall record any changes made to either the investment policy or investment strategies . (f) Each investing entity shall designate, by rule, order, ordinance, or resolution, as appropriate, one or more officers or employees of the state agency, local government, or investment pool as investment officer to be responsible for the investment of its funds consistent with the investment policy adopted by the entity. If the governing body of an investing entity has contracted with another investing entity to invest its funds, the investment officer of the other investing entity is considered to be the investment officer of the first investing entity for purposes of this chapter. Authority granted to a person to invest an entity' s funds is effective until rescinded by the investing entity, until the expiration of the officer ' s term or the termination of the person ' s employment by the investing entity, or if an investment management firm, until the expiration of the contract with the investing entity. In the administration of the duties of an investment officer, the person designated as investment officer shall exercise the judgment and care, under prevailing circumstances, that a prudent person would exercise in the management of the person ' s own affairs, but the governing body of the investing entity retains ultimate responsibility as fiduciaries of the assets of the entity. Unless authorized by law, a person may not deposit, withdraw, transfer, or manage in any other manner the funds of the investing entity. (g) Subsection (f) does not apply to a state agency, local government, or investment pool for which an officer of the entity is assigned by law the function of investing its funds . Text of subsec. (h) as amended by Acts 1997, 75th Leg. , ch. 685, Sec. 1 17 (h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be an investment officer for the commission under Subsection (f) if the officer or employee is an investment officer designated under Subsection (f) for another local government . Text of subsec. (h) as amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 3 (h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be designated as an investment officer under Subsection (f) for any investing entity other than for that commission. (i) An investment officer of an entity who has a personal business relationship with a business organization offering to engage in an investment transaction with the entity shall file a statement disclosing that personal business interest. An investment officer who is related within the second degree by affinity or consanguinity, as determined under Chapter 573, to an individual seeking to sell an investment to the investment officer ' s entity shall file a statement disclosing that relationship. A statement required under this subsection must be filed with the Texas Ethics Commission and the governing body of the entity. For purposes of this subsection, an investment officer has a personal business relationship with a business organization if: (1) the investment officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5, 000 or more of the fair market value of the business organization; (2) funds received by the investment officer from the business organization exceed 10 percent of the investment officer ' s gross income for the previous year; or (3) the investment officer has acquired from the business organization during the previous year investments with a book value of $2, 500 or more for the personal account of the investment officer. (j ) The governing body of an investing entity may specify in its investment policy that any investment authorized by this chapter is not suitable . 18 (k) A written copy of the investment policy shall be presented to any business organization offering to engage in an investment transaction with an investing entity. For purposes of this subsection and Subsection (1) , "business organization" means an investment pool or investment management firm under contract with an investing entity to invest or manage the entity' s investment portfolio that has accepted authority granted by the entity under the contract to exercise investment discretion in regard to the investing entity' s funds . Nothing in this subsection relieves the investing entity of the responsibility for monitoring the investments made by the investing entity to determine that they are in compliance with the investment policy. The qualified representative of the business organization offering to engage in an investment transaction with an investing entity shall execute a written instrument in a form acceptable to the investing entity and the business organization substantially to the effect that the business organization has : (1) received and reviewed the investment policy of the entity; and (2) acknowledged that the business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the entity and the organization that are not authorized by the entity' s investment policy, except to the extent that this authorization: (A) is dependent on an analysis of the makeup of the entity' s entire portfolio; (B) requires an interpretation of subjective investment standards; or (C) relates to investment transactions of the entity that are not made through accounts or other contractual arrangements over which the business organization has accepted discretionary investment authority. (1) The investment officer of an entity may not acquire or otherwise obtain any authorized investment described in the investment policy of the investing entity from a business organization that has not delivered to the entity the instrument required by Subsection (k) . (m) An investing entity other than a state agency, in conjunction with its annual financial audit, shall perform a 19 compliance audit of management controls on investments and adherence to the entity' s established investment policies . (n) Except as provided by Subsection (o) , at least once every two years a state agency shall arrange for a compliance audit of management controls on investments and adherence to the agency' s established investment policies . The compliance audit shall be performed by the agency' s internal auditor or by a private auditor employed in the manner provided by Section 321 . 020 . Not later than January 1 of each even-numbered year a state agency shall report the results of the most recent audit performed under this subsection to the state auditor. Subject to a risk assessment and to the legislative audit committee ' s approval of including a review by the state auditor in the audit plan under Section 321 . 013, the state auditor may review information provided under this section. If review by the state auditor is approved by the legislative audit committee, the state auditor may, based on its review, require a state agency to also report to the state auditor other information the state auditor determines necessary to assess compliance with laws and policies applicable to state agency investments . A report under this subsection shall be prepared in a manner the state auditor prescribes . (o) The audit requirements of Subsection (n) do not apply to assets of a state agency that are invested by the comptroller under Section 404 . 024 . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 685, Sec. 1, eff. Sept. 1, 1997; Acts 1997, 75th Leg. , ch. 1421, Sec. 3, eff. Sept . 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 4, eff. Sept . 1, 1999; Acts 2003, 78th Leg. , ch. 785, Sec. 41, eff. Sept. 1, 2003 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 1, eff. June 17, 2011 . Acts 2017, 85th Leg. , R. S . , Ch. 149 (H.B. 1701) , Sec. 1, eff. September 1, 2017 . Sec. 2256 . 006 . STANDARD OF CARE . (a) Investments shall be made with judgment and care, under prevailing circumstances, that a 20 person of prudence, discretion, and intelligence would exercise in the management of the person ' s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. Investment of funds shall be governed by the following investment objectives, in order of priority: (1) preservation and safety of principal; (2) liquidity; and (3) yield. (b) In determining whether an investment officer has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration: (1) the investment of all funds, or funds under the entity' s control, over which the officer had responsibility rather than a consideration as to the prudence of a single investment; and (2) whether the investment decision was consistent with the written investment policy of the entity. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 007 . INVESTMENT TRAINING; STATE AGENCY BOARD MEMBERS AND OFFICERS . (a) Each member of the governing board of a state agency and its investment officer shall attend at least one training session relating to the person ' s responsibilities under this chapter within six months after taking office or assuming duties . (b) The Texas Higher Education Coordinating Board shall provide the training under this section. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. (d) An investment officer shall attend a training session not less than once each state fiscal biennium and may receive training from any independent source approved by the governing body of the state agency. The investment officer shall prepare a report on this subchapter and deliver the report to the governing body of the state agency not later than the 180th day after the last day of each regular session of the legislature . 21 Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 73, Sec. 1, eff. May 9, 1997; Acts 1997, 75th Leg. , ch. 1421, Sec. 4, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 5, eff. Sept. 1, 1999 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 2, eff. June 17, 2011 . Sec. 2256 . 008 . INVESTMENT TRAINING; LOCAL GOVERNMENTS . (a) Except as provided by Subsections (a-1) , (b) , (b-1) , (e) , and (f) , the treasurer, the chief financial officer if the treasurer is not the chief financial officer, and the investment officer of a local government shall : (1) attend at least one training session from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government and containing at least 10 hours of instruction relating to the treasurer ' s or officer ' s responsibilities under this subchapter within 12 months after taking office or assuming duties; and (2) attend an investment training session not less than once in a two-year period that begins on the first day of that local government ' s fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than 10 hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of 4he local government. (a-1) In addition to the requirements of Subsection (a) (1) , the t2easurer, or the chiof financial 'o&ficer if the treasurer is not the chief financial officer, and the investment officer of a school district or a municipality shall attend an investment training session not less than once in a two-year period that begins on the first day of the school district ' s or municipality' s fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than eight hours of instruction relating to 22 investment responsibilities under this subchapter from an independent source approved by the governing body of the school district or municipality, or by a designated investment committee advising the investment officer as provided for in the investment policy of the school district or municipality. (b) An investing entity created under authority of Section 52 (b) , Article III, or Section 59, Article XVI, Texas Constitution, that has contracted with an investment management firm under Section 2256 . 003 (b) and has fewer than five full-time employees or an investing entity that has contracted with another investing entity to invest the entity' s funds may satisfy the training requirement provided by Subsection (a) (2) by having an officer of the governing body attend four hours of appropriate instruction in a two-year period that begins on the first day of that local government ' s fiscal year and consists of the two consecutive fiscal years after that date . The treasurer or chief financial officer of an investing entity created under authority of Section 52 (b) , Article III, or Section 59, Article XVI, Texas Constitution, and that has fewer than five full-time employees is not required to attend training required by this section unless the person is also the investment officer of the entity. (b-1) A housing authority created under Chapter 392, Local Government Code, may satisfy the training requirement provided by Subsection (a) (2) by requiring the following person to attend, in each two-year period that begins on the first day of that housing authority' s fiscal year and consists of the two consecutive fiscal years after that date, at least five hours of appropriate instruction: (1) the treasurer, or the chief financial officer if the treasurer is not the chief financial officer, or the investment officer; or (2) if the authority does not have an officer described by Subdivision (1) , another officer of the authority. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. 23 (d) Not later than December 31 each year, each individual, association, business, organization, governmental entity, or other person that provides training under this section shall report to the comptroller a list of the governmental entities for which the person provided required training under this section during that calendar year. An individual ' s reporting requirements under this subsection are satisfied by a report of the individual ' s employer or the sponsoring or organizing entity of a training program or seminar. (e) This section does not apply to a district governed by Chapter 36 or 49, Water Code . (f) Subsection (a) (2) does not apply to an officer of a municipality or housing authority if the municipality or housing authority: (1) does not invest municipal or housing authority funds, as applicable; or (2) only deposits those funds in: (A) interest-bearing deposit accounts; or (B) certificates of deposit as authorized by Section 2256 . 010 . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 5, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 6, eff. Sept. 1, 1999; Acts 2001, 77th Leg. , ch. 69, Sec. 4, eff. May 14, 2001 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 3, eff. June 17, 2011 . Acts 2015, 84th Leg. , R. S . , Ch. 222 (H.B. 1148) , Sec. 1, eff. September 1, 2015 . Acts 2015, 84th Leg. , R. S . , Ch. 1248 (H.B. 870) , Sec. 1, eff. September 1, 2015 . Acts 2017, 85th Leg. , R. S . , Ch. 324 (S .B. 1488) , Sec. 8 . 015, eff. September 1, 2017 . Acts 2017, 85th Leg. , R. S . , Ch. 1000 (H.B. 1238) , Sec. 1, eff. September 1, 2017 . Acts 2017, 85th Leg. , R. S . , Ch. 1000 (H.B. 1238) , Sec. 2, eff. September 1, 2017 . 24 Sec. 2256 . 009 . AUTHORIZED INVESTMENTS : OBLIGATIONS OF, OR GUARANTEED BY GOVERNMENTAL ENTITIES . (a) Except as provided by Subsection (b) , the following are authorized investments under this subchapter: (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities, including the Federal Home Loan Banks; (2) direct obligations of this state or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, this state or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed, or guaranteed by the State of Israel; (7) interest-bearing banking deposits that are guaranteed or insured by: (A) the Federal Deposit Insurance Corporation or its successor; or (B) the National Credit Union Share Insurance Fund or its successor; and (8) interest-bearing banking deposits other than those described by Subdivision (7) if: (A) the funds invested in the banking deposits are invested through: (i) a broker with a main office or branch office in this state that the investing entity selects from a list the 25 governing body or designated investment committee of the entity adopts as required by Section 2256 . 025; or (ii) a depository institution with a main office or branch office in this state that the investing entity selects; (B) the broker or depository institution selected as described by Paragraph (A) arranges for the deposit of the funds in the banking deposits in one or more federally insured depository institutions, regardless of where located, for the investing entity' s account; (C) the full amount of the principal and accrued interest of the banking deposits is insured by the United States or an instrumentality of the United States; and (D) the investing entity appoints as the entity' s custodian of the banking deposits issued for the entity' s account: (i) the depository institution selected as described by Paragraph (A) ; (ii) an entity described by Section 2257 . 041 (d) ; or (iii) a clearing broker dealer registered with the Securities and Exchange Commission and operating under Securities and Exchange Commission Rule 15c3-3 (17 C. F.R. Section 240 . 15c3-3) . (b) The following are not authorized investments under this section: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security collateral and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity date of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1999, 76th Leg. , ch. 1454, Sec. 7, eff. Sept. 1, 1999; Acts 2001, 77th Leg. , ch. 558, Sec. 1, eff. Sept . 1, 2001 . 26 Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 4, eff. June 17, 2011 . Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 2, eff. June 14, 2017 . Acts 2017, 85th Leg. , R. S . , Ch. 863 (H.B. 2647) , Sec. 1, eff. June 15, 2017 . Acts 2017, 85th Leg. , R. S . , Ch. 874 (H.B. 2928) , Sec. 1, eff. September 1, 2017 . Sec. 2256 . 010 . AUTHORIZED INVESTMENTS : CERTIFICATES OF DEPOSIT AND SHARE CERTIFICATES . (a) A certificate of deposit or share certificate is an authorized investment under this subchapter if the certificate is issued by a depository institution that has its main office or a branch office in this state and is : (1) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; (2) secured by obligations that are described by Section 2256 . 009 (a) , including mortgage backed securities directly issued by a federal agency or instrumentality that have a market value of not less than the principal amount of the certificates, but excluding those mortgage backed securities of the nature described by Section 2256 . 009 (b) ; or (3) secured in accordance with Chapter 2257 or in any other manner and amount provided by law for deposits of the investing entity. (b) In addition to the authority to invest funds in certificates of deposit under Subsection (a) , an investment in certificates of deposit made in accordance with the following conditions is an authorized investment under this subchapter: (1) the funds are invested by an investing entity through: (A) a broker that has its main office or a branch office in this state and is selected from a list adopted by the investing entity as required by Section 2256 . 025; or (B) a depository institution that has its main office or a branch office in this state and that is selected by the investing entity; 27 (2) the broker or the depository institution selected by the investing entity under Subdivision (1) arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the investing entity; (3) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States; and (4) the investing entity appoints the depository institution selected by the investing entity under Subdivision (1) , an entity described by Section 2257 . 041 (d) , or a clearing broker- dealer registered with the Securities and Exchange Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C. F.R. Section 240 . 15c3-3) as custodian for the investing entity with respect to the certificates of deposit issued for the account of the investing entity. Amended by Acts 1995, 74th Leg. , ch. 32, Sec. 1, eff. April 28, 1995; Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 6, eff. Sept. 1, 1997 . Amended by: Acts 2005, 79th Leg. , Ch. 128 (H.B. 256) , Sec. 1, eff. September 1, 2005 . Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 5, eff. June 17, 2011 . Acts 2017, 85th Leg. , R. S . , Ch. 874 (H.B. 2928) , Sec. 2, eff. September 1, 2017 . Sec. 2256 . 011 . AUTHORIZED INVESTMENTS : REPURCHASE AGREEMENTS . (a) A fully collateralized repurchase agreement is an authorized investment under this subchapter if the repurchase agreement: (1) has a defined termination date; (2) is secured by a combination of cash and obligations described by Section 2256 . 009 (a) (1) ; and (3) requires the securities being purchased by the entity or cash held by the entity to be pledged to the entity, held in the entity' s name, and deposited at the time the investment is made with 28 the entity or with a third party selected and approved by the entity; and (4) is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state . (b) In this section, "repurchase agreement" means a simultaneous agreement to buy, hold for a specified time, and sell back at a future date obligations described by Section 2256 . 009 (a) (1) , at a market value at the time the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse security repurchase agreement. (c) Notwithstanding any other law, the term of any reverse security repurchase agreement may not exceed 90 days after the date the reverse security repurchase agreement is delivered. (d) Money received by an entity under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments, but the term of the authorized investments acquired must mature not later than the expiration date stated in the reverse security repurchase agreement. (e) Section 1371 . 059 (c) applies to the execution of a repurchase agreement by an investing entity. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 6, eff. June 17, 2011 . Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 3, eff. June 14, 2017 . Sec. 2256 . 0115 . AUTHORIZED INVESTMENTS : SECURITIES LENDING PROGRAM. (a) A securities lending program is an authorized investment under this subchapter if it meets the conditions provided by this section. (b) To qualify as an authorized investment under this subchapter: 29 (1) the value of securities loaned under the program must be not less than 100 percent collateralized, including accrued income; (2) a loan made under the program must allow for termination at any time; (3) a loan made under the program must be secured by: (A) pledged securities described by Section 2256 . 009; (B) pledged irrevocable letters of credit issued by a bank that is : (i) organized and existing under the laws of the United States or any other state; and (ii) continuously rated by at least one nationally recognized investment rating firm at not less than A or its equivalent; or (C) cash invested in accordance with Section: (i) 2256 . 009; (ii) 2256 . 013; (iii) 2256 . 014; or (iv) 2256 . 016; (4) the terms of a loan made under the program must require that the securities being held as collateral be : (A) pledged to the investing entity; (B) held in the investing entity' s name; and (C) deposited at the time the investment is made with the entity or with a third party selected by or approved by the investing entity; (5) a loan made under the program must be placed through: (A) a primary government securities dealer, as defined by 5 C. F.R. Section 6801 . 102 (f) , as that regulation existed on September 1, 2003; or (B) a financial institution doing business in this state; and (6) an agreement to lend securities that is executed under this section must have a term of one year or less . Added by Acts 2003, 78th Leg. , ch. 1227, Sec. 1, eff. Sept. 1, 2003 . 30 Sec. 2256 . 012 . AUTHORIZED INVESTMENTS : BANKER' S ACCEPTANCES . A bankers ' acceptance is an authorized investment under this subchapter if the bankers ' acceptance : (1) has a stated maturity of 270 days or fewer from the date of its issuance; (2) will be, in accordance with its terms, liquidated in full at maturity; (3) is eligible for collateral for borrowing from a Federal Reserve Bank; and (4) is accepted by a bank organized and existing under the laws of the United States or any state, if the short-term obligations of the bank, or of a bank holding company of which the bank is the largest subsidiary, are rated not less than A-1 or P-1 or an equivalent rating by at least one nationally recognized credit rating agency. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Sec. 2256 . 013 . AUTHORIZED INVESTMENTS : COMMERCIAL PAPER. Commercial paper is an authorized investment under this subchapter if the commercial paper: (1) has a stated maturity of 270 days or fewer from the date of its issuance; and (2) is rated not less than A-1 or P-1 or an equivalent rating by at least: (A) two nationally recognized credit rating agencies; or (B) one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Sec. 2256 . 014 . AUTHORIZED INVESTMENTS : MUTUAL FUNDS . (a) A no-load money market mutual fund is an authorized investment under this subchapter if the mutual fund: 31 (1) is registered with and regulated by the Securities and Exchange Commission; (2) provides the investing entity with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U. S .C. Section 78a et seq. ) or the Investment Company Act of 1940 (15 U. S .C. Section 80a-1 et seq. ) ; and (3) complies with federal Securities and Exchange Commission Rule 2a-7 (17 C. F.R. Section 270 . 2a-7) , promulgated under the Investment Company Act of 1940 (15 U. S .C. Section 80a-1 et seq. ) . (b) In addition to a no-load money market mutual fund permitted as an authorized investment in Subsection (a) , a no-load mutual fund is an authorized investment under this subchapter if the mutual fund: (1) is registered with the Securities and Exchange Commission; (2) has an average weighted maturity of less than two years; and (3) either: (A) has a duration of one year or more and is invested exclusively in obligations approved by this subchapter; or (B) has a duration of less than one year and the investment portfolio is limited to investment grade securities, excluding asset-backed securities . (c) An entity is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, in mutual funds described in Subsection (b) ; (2) invest any portion of bond proceeds, reserves and funds held for debt service, in mutual funds described in Subsection (b) ; or (3) invest its funds or funds under its control, including bond proceeds and reserves and other funds held for debt service, in any one mutual fund described in Subsection (a) or (b) in an amount that exceeds 10 percent of the total assets of the mutual fund. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 7, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 8, eff. Sept. 1, 1999 . 32 Amended by: Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 4, eff. June 14, 2017 . Sec. 2256 . 015 . AUTHORIZED INVESTMENTS : GUARANTEED INVESTMENT CONTRACTS . (a) A guaranteed investment contract is an authorized investment for bond proceeds under this subchapter if the guaranteed investment contract : (1) has a defined termination date; (2) is secured by obligations described by Section 2256 . 009 (a) (1) , excluding those obligations described by Section 2256 . 009 (b) , in an amount at least equal to the amount of bond proceeds invested under the contract; and (3) is pledged to the entity and deposited with the entity or with a third party selected and approved by the entity. (b) Bond proceeds, other than bond proceeds representing reserves and funds maintained for debt service purposes, may not be invested under this subchapter in a guaranteed investment contract with a term of longer than five years from the date of issuance of the bonds . (c) To be eligible as an authorized investment: (1) the governing body of the entity must specifically authorize guaranteed investment contracts as an eligible investment in the order, ordinance, or resolution authorizing the issuance of bonds; (2) the entity must receive bids from at least three separate providers with no material financial interest in the bonds from which proceeds were received; (3) the entity must purchase the highest yielding guaranteed investment contract for which a qualifying bid is received; (4) the price of the guaranteed investment contract must take into account the reasonably expected drawdown schedule for the bond proceeds to be invested; and (5) the provider must certify the administrative costs reasonably expected to be paid to third parties in connection with the guaranteed investment contract. 33 (d) Section 1371 . 059 (c) applies to the execution of a guaranteed investment contract by an investing entity. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 8, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 9, 10, eff. Sept. 1, 1999 . Amended by: Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 5, eff. June 14, 2017 . Sec. 2256 . 016 . AUTHORIZED INVESTMENTS : INVESTMENT POOLS . (a) An entity may invest its funds and funds under its control through an eligible investment pool if the governing body of the entity by rule, order, ordinance, or resolution, as appropriate, authorizes investment in the particular pool . An investment pool shall invest the funds it receives from entities in authorized investments permitted by this subchapter. An investment pool may invest its funds in money market mutual funds to the extent permitted by and consistent with this subchapter and the investment policies and objectives adopted by the investment pool . (b) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity an offering circular or other similar disclosure instrument that contains, at a minimum, the following information: (1) the types of investments in which money is allowed to be invested; (2) the maximum average dollar-weighted maturity allowed, based on the stated maturity date, of the pool; (3) the maximum stated maturity date any investment security within the portfolio has; (4) the objectives of the pool; (5) the size of the pool; (6) the names of the members of the advisory board of the pool and the dates their terms expire; (7) the custodian bank that will safekeep the pool ' s assets; 34 (8) whether the intent of the pool is to maintain a net asset value of one dollar and the risk of market price fluctuation; (9) whether the only source of payment is the assets of the pool at market value or whether there is a secondary source of payment, such as insurance or guarantees, and a description of the secondary source of payment; (10) the name and address of the independent auditor of the pool; (11) the requirements to be satisfied for an entity to deposit funds in and withdraw funds from the pool and any deadlines or other operating policies required for the entity to invest funds in and withdraw funds from the pool; (12) the performance history of the pool, including yield, average dollar-weighted maturities, and expense ratios; and (13) the pool ' s policy regarding holding deposits in cash. (c) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity: (1) investment transaction confirmations; and (2) a monthly report that contains, at a minimum, the following information: (A) the types and percentage breakdown of securities in which the pool is invested; (B) the current average dollar-weighted maturity, based on the stated maturity date, of the pool; (C) the current percentage of the pool ' s portfolio in investments that have stated maturities of more than one year; (D) the book value versus the market value of the pool ' s portfolio, using amortized cost valuation; (E) the size of the pool; (F) the number of participants in the pool; (G) the custodian bank that is safekeeping the assets of the pool; (H) a listing of daily transaction activity of the entity participating in the pool; (I) the yield and expense ratio of the pool, including a statement regarding how yield is calculated; 35 (J) the portfolio managers of the pool; and (K) any changes or addenda to the offering circular. (d) An entity by contract may delegate to an investment pool the authority to hold legal title as custodian of investments purchased with its local funds . (e) In this section, "yield" shall be calculated in accordance with regulations governing the registration of open-end management investment companies under the Investment Company Act of 1940, as promulgated from time to time by the federal Securities and Exchange Commission. (f) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool that uses amortized cost or fair value accounting must mark its portfolio to market daily, and, to the extent reasonably possible, stabilize at a $1 . 00 net asset value, when rounded and expressed to two decimal places . If the ratio of the market value of the portfolio divided by the book value of the portfolio is less than 0 . 995 or greater than 1 . 005, the governing body of the public funds investment pool shall take action as the body determines necessary to eliminate or reduce to the extent reasonably practicable any dilution or unfair result to existing participants, including a sale of portfolio holdings to attempt to maintain the ratio between 0 . 995 and 1 . 005 . In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool that uses amortized cost shall report yield to its investors in accordance with regulations of the federal Securities and Exchange Commission applicable to reporting by money market funds . (g) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool must have an advisory board composed: (1) equally of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for a public funds investment pool created under Chapter 791 and managed by a state agency; or (2) of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for other investment pools . 36 (h) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service . (i) If the investment pool operates an Internet website, the information in a disclosure instrument or report described in Subsections (b) , (c) (2) , and (f) must be posted on the website . (j ) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must make available to the entity an annual audited financial statement of the investment pool in which the entity has funds invested. (k) If an investment pool offers fee breakpoints based on fund balances invested, the investment pool in advertising investment rates must include either all levels of return based on the breakpoints provided or state the lowest possible level of return based on the smallest level of funds invested. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 9, eff. Sept. 1, 1997 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 7, eff. June 17, 2011 . Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 6, eff. June 14, 2017 . Sec. 2256 . 017 . EXISTING INVESTMENTS . Except as provided by Chapter 2270, an entity is not required to liquidate investments that were authorized investments at the time of purchase . Added by Acts 1995, 74th Leg. , ch. 76, Sec. 5 . 46 (a) , eff. Sept . 1, 1995; Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 10, eff. Sept. 1, 1997 . Amended by: Acts 2017, 85th Leg. , R. S . , Ch. 96 (S .B. 253) , Sec. 2, eff. May 23, 2017 . 37 Sec. 2256 . 019 . RATING OF CERTAIN INVESTMENT POOLS . A public funds investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 11, eff. Sept . 1, 1997 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 8, eff. June 17, 2011 . Sec. 2256 . 020 . AUTHORIZED INVESTMENTS : INSTITUTIONS OF HIGHER EDUCATION. In addition to the authorized investments permitted by this subchapter, an institution of higher education may purchase, sell, and invest its funds and funds under its control in the following: (1) cash management and fixed income funds sponsored by organizations exempt from federal income taxation under Section 501 (f) , Internal Revenue Code of 1986 (26 U. S .C. Section 501 (f) ) ; (2) negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency; and (3) corporate bonds, debentures, or similar debt obligations rated by a nationally recognized investment rating firm in one of the two highest long-term rating categories, without regard to gradations within those categories . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Sec. 2256 . 0201 . AUTHORIZED INVESTMENTS; MUNICIPAL UTILITY. (a) A municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may enter into a hedging contract and related 38 security and insurance agreements in relation to fuel oil, natural gas, coal, nuclear fuel, and electric energy to protect against loss due to price fluctuations . A hedging transaction must comply with the regulations of the Commodity Futures Trading Commission and the Securities and Exchange Commission. If there is a conflict between the municipal charter of the municipality and this chapter, this chapter prevails . (b) A payment by a municipally owned electric or gas utility under a hedging contract or related agreement in relation to fuel supplies or fuel reserves is a fuel expense, and the utility may credit any amounts it receives under the contract or agreement against fuel expenses . (c) The governing body of a municipally owned electric or gas utility or the body vested with power to manage and operate the municipally owned electric or gas utility may set policy regarding hedging transactions . (d) In this section, "hedging" means the buying and selling of fuel oil, natural gas, coal, nuclear fuel, and electric energy futures or options or similar contracts on those commodities and related transportation costs as a protection against loss due to price fluctuation. Added by Acts 1999, 76th Leg. , ch. 405, Sec. 48, eff. Sept. 1, 1999 . Amended by: Acts 2007, 80th Leg. , R. S . , Ch. 7 (S .B. 495) , Sec. 1, eff. April 13, 2007 . Sec. 2256 . 0202 . AUTHORIZED INVESTMENTS : MUNICIPAL FUNDS FROM MANAGEMENT AND DEVELOPMENT OF MINERAL RIGHTS . (a) In addition to other investments authorized under this subchapter, a municipality may invest funds received by the municipality from a lease or contract for the management and development of land owned by the municipality and leased for oil, gas, or other mineral development in any investment authorized to be made by a trustee under Subtitle B, Title 9, Property Code (Texas Trust Code) . (b) Funds invested by a municipality under this section shall be segregated and accounted for separately from other funds of the municipality. 39 Added by Acts 2009, 81st Leg. , R. S . , Ch. 1371 (S .B. 894) , Sec. 1, eff. September 1, 2009 . Sec. 2256 . 0203 . AUTHORIZED INVESTMENTS : PORTS AND NAVIGATION DISTRICTS . (a) In this section, "district" means a navigation district organized under Section 52, Article III, or Section 59, Article XVI, Texas Constitution. (b) In addition to the authorized investments permitted by this subchapter, a port or district may purchase, sell, and invest its funds and funds under its control in negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency. Added by Acts 2011, 82nd Leg. , R. S . , Ch. 804 (H.B. 2346) , Sec. 1, eff. September 1, 2011 . Sec. 2256 . 0204 . AUTHORIZED INVESTMENTS : INDEPENDENT SCHOOL DISTRICTS . (a) In this section, "corporate bond" means a senior secured debt obligation issued by a domestic business entity and rated not lower than "AA-" or the equivalent by a nationally recognized investment rating firm. The term does not include a debt obligation that : (1) on conversion, would result in the holder becoming a stockholder or shareholder in the entity, or any affiliate or subsidiary of the entity, that issued the debt obligation; or (2) is an unsecured debt obligation. (b) This section applies only to an independent school district that qualifies as an issuer as defined by Section 1371 . 001 . (c) In addition to authorized investments permitted by this subchapter, an independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds that, at the time of purchase, are rated by a nationally recognized investment rating firm "AA-" or the equivalent 40 and have a stated final maturity that is not later than the third anniversary of the date the corporate bonds were purchased. (d) An independent school district subject to this section is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds, reserves, and other funds held for the payment of debt service, in corporate bonds; or (2) invest more than 25 percent of the funds invested in corporate bonds in any one domestic business entity, including subsidiaries and affiliates of the entity. (e) An independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds if the governing body of the district : (1) amends its investment policy to authorize corporate bonds as an eligible investment; (2) adopts procedures to provide for: (A) monitoring rating changes in corporate bonds acquired with public funds; and (B) liquidating the investment in corporate bonds; and (3) identifies the funds eligible to be invested in corporate bonds . (f) The investment officer of an independent school district, acting on behalf of the district, shall sell corporate bonds in which the district has invested its funds not later than the seventh day after the date a nationally recognized investment rating firm: (1) issues a release that places the corporate bonds or the domestic business entity that issued the corporate bonds on negative credit watch or the equivalent, if the corporate bonds are rated "AA-" or the equivalent at the time the release is issued; or (2) changes the rating on the corporate bonds to a rating lower than "AA-" or the equivalent . (g) Corporate bonds are not an eligible investment for a public funds investment pool . Added by Acts 2011, 82nd Leg. , R. S . , Ch. 1347 (S .B. 1543) , Sec. 1, eff. June 17, 2011 . 41 Sec. 2256 . 0205 . AUTHORIZED INVESTMENTS; DECOMMISSIONING TRUST. (a) In this section: (1) "Decommissioning trust" means a trust created to provide the Nuclear Regulatory Commission assurance that funds will be available for decommissioning purposes as required under 10 C. F.R. Part 50 or other similar regulation. (2) "Funds" includes any money held in a decommissioning trust regardless of whether the money is considered to be public funds under this subchapter. (b) In addition to other investments authorized under this subchapter, a municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may invest funds held in a decommissioning trust in any investment authorized by Subtitle B, Title 9, Property Code . Added by Acts 2005, 79th Leg. , Ch. 121 (S .B. 1464) , Sec. 1, eff. September 1, 2005 . Text of section as added by Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 7 For text of section as added by Acts 2017, 85th Leg. , R. S . , Ch. 344 (H.B. 1472) , Sec. 1, see other Sec. 2256 . 0206 . Sec. 2256 . 0206 . AUTHORIZED INVESTMENTS : HEDGING TRANSACTIONS . (a) In this section: (1) "Eligible entity" means a political subdivision that has : (A) a principal amount of at least $250 million in: (i) outstanding long-term indebtedness; (ii) long-term indebtedness proposed to be issued; or (iii) a combination of outstanding long-term indebtedness and long-term indebtedness proposed to be issued; and (B) outstanding long-term indebtedness that is rated in one of the four highest rating categories for long-term debt instruments by a nationally recognized rating agency for municipal securities, without regard to the effect of any credit agreement or 42 other form of credit enhancement entered into in connection with the obligation. (2) "Eligible project" has the meaning assigned by Section 1371 . 001 . (3) "Hedging" means acting to protect against economic loss due to price fluctuation of a commodity or related investment by entering into an offsetting position or using a financial agreement or producer price agreement in a correlated security, index, or other commodity. (b) This section prevails to the extent of any conflict between this section and: (1) another law; or (2) an eligible entity' s municipal charter, if applicable . (c) The governing body of an eligible entity shall establish the entity' s policy regarding hedging transactions . (d) An eligible entity may enter into hedging transactions, including hedging contracts, and related security, credit, and insurance agreements in connection with commodities used by an eligible entity in the entity' s general operations, with the acquisition or construction of a capital project, or with an eligible project . A hedging transaction must comply with the regulations of the federal Commodity Futures Trading Commission and the federal Securities and Exchange Commission. (e) An eligible entity may pledge as security for and to the payment of a hedging contract or a security, credit, or insurance agreement any general or special revenues or funds the entity is authorized by law to pledge to the payment of any other obligation. (f) Section 1371 . 059 (c) applies to the execution by an eligible entity of a hedging contract and any related security, credit, or insurance agreement . (g) An eligible entity may credit any amount the entity receives under a hedging contract against expenses associated with a commodity purchase . (h) An eligible entity' s cost of or payment under a hedging contract or agreement may be considered: (1) an operation and maintenance expense of the eligible entity; (2) an acquisition expense of the eligible entity; 43 (3) a project cost of an eligible project; or (4) a construction expense of the eligible entity. Added by Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 7, eff. June 14, 2017 . Text of section as added by Acts 2017, 85th Leg. , R. S . , Ch. 344 (H.B. 1472) , Sec. 1 For text of section as added by Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 7, see other Sec. 2256 . 0206 . Sec. 2256 . 0206 . AUTHORIZED INVESTMENTS : PUBLIC JUNIOR COLLEGE DISTRICT FUNDS FROM MANAGEMENT AND DEVELOPMENT OF MINERAL RIGHTS . (a) In addition to other investments authorized under this subchapter, the governing board of a public junior college district may invest funds received by the district from a lease or contract for the management and development of land owned by the district and leased for oil, gas, or other mineral development in any investment authorized to be made by a trustee under Subtitle B, Title 9, Property Code (Texas Trust Code) . (b) Funds invested by the governing board of a public junior college district under this section shall be segregated and accounted for separately from other funds of the district . Added by Acts 2017, 85th Leg. , R. S . , Ch. 344 (H.B. 1472) , Sec. 1, eff. September 1, 2017 . Sec. 2256 . 021 . EFFECT OF LOSS OF REQUIRED RATING. An investment that requires a minimum rating under this subchapter does not qualify as an authorized investment during the period the investment does not have the minimum rating. An entity shall take all prudent measures that are consistent with its investment policy to liquidate an investment that does not have the minimum rating. Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Sec. 2256 . 022 . EXPANSION OF INVESTMENT AUTHORITY. Expansion of investment authority granted by this chapter shall require a risk 44 assessment by the state auditor or performed at the direction of the state auditor, subject to the legislative audit committee ' s approval of including the review in the audit plan under Section 321 . 013 . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Amended by Acts 2003, 78th Leg. , ch. 785, Sec. 42, eff. Sept . 1, 2003 . Sec. 2256 . 023 . INTERNAL MANAGEMENT REPORTS . (a) Not less than quarterly, the investment officer shall prepare and submit to the governing body of the entity a written report of investment transactions for all funds covered by this chapter for the preceding reporting period. (b) The report must: (1) describe in detail the investment position of the entity on the date of the report; (2) be prepared jointly by all investment officers of the entity; (3) be signed by each investment officer of the entity; (4) contain a summary statement of each pooled fund group that states the : (A) beginning market value for the reporting period; (B) ending market value for the period; and (C) fully accrued interest for the reporting period; (5) state the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; (6) state the maturity date of each separately invested asset that has a maturity date; (7) state the account or fund or pooled group fund in the state agency or local government for which each individual investment was acquired; and (8) state the compliance of the investment portfolio of the state agency or local government as it relates to: (A) the investment strategy expressed in the agency' s or local government ' s investment policy; and (B) relevant provisions of this chapter. 45 (c) The report shall be presented not less than quarterly to the governing body and the chief executive officer of the entity within a reasonable time after the end of the period. (d) If an entity invests in other than money market mutual funds, investment pools or accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, the reports prepared by the investment officers under this section shall be formally reviewed at least annually by an independent auditor, and the result of the review shall be reported to the governing body by that auditor. Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 12, eff. Sept . 1, 1997 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 9, eff. June 17, 2011 . Sec. 2256 . 024 . SUBCHAPTER CUMULATIVE . (a) The authority granted by this subchapter is in addition to that granted by other law. Except as provided by Subsection (b) and Section 2256 . 017, this subchapter does not : (1) prohibit an investment specifically authorized by other law; or (2) authorize an investment specifically prohibited by other law. (b) Except with respect to those investing entities described in Subsection (c) , a security described in Section 2256 . 009 (b) is not an authorized investment for a state agency, a local government, or another investing entity, notwithstanding any other provision of this chapter or other law to the contrary. (c) Mortgage pass-through certificates and individual mortgage loans that may constitute an investment described in Section 2256 . 009 (b) are authorized investments with respect to the housing bond programs operated by: (1) the Texas Department of Housing and Community Affairs or a nonprofit corporation created to act on its behalf; 46 (2) an entity created under Chapter 392, Local Government Code; or (3) an entity created under Chapter 394, Local Government Code . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Amended by: Acts 2017, 85th Leg. , R. S . , Ch. 96 (S .B. 253) , Sec. 3, eff. May 23, 2017 . Sec. 2256 . 025 . SELECTION OF AUTHORIZED BROKERS . The governing body of an entity subject to this subchapter or the designated investment committee of the entity shall, at least annually, review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the entity. Added by Acts 1997, 75th Leg. , ch. 1421, Sec. 13, eff. Sept . 1, 1997 . Sec. 2256 . 026 . STATUTORY COMPLIANCE . All investments made by entities must comply with this subchapter and all federal, state, and local statutes, rules, or regulations . Added by Acts 1997, 75th Leg. , ch. 1421, Sec. 13, eff. Sept . 1, 1997 . SUBCHAPTER B. MISCELLANEOUS PROVISIONS Sec. 2256 . 051 . ELECTRONIC FUNDS TRANSFER. Any local government may use electronic means to transfer or invest all funds collected or controlled by the local government. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 052 . PRIVATE AUDITOR. Notwithstanding any other law, a state agency shall employ a private auditor if authorized by the legislative audit committee either on the committee ' s initiative or on request of the governing body of the agency. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . 47 Sec. 2256 . 053 . PAYMENT FOR SECURITIES PURCHASED BY STATE . The comptroller or the disbursing officer of an agency that has the power to invest assets directly may pay for authorized securities purchased from or through a member in good standing of the National Association of Securities Dealers or from or through a national or state bank on receiving an invoice from the seller of the securities showing that the securities have been purchased by the board or agency and that the amount to be paid for the securities is just, due, and unpaid. A purchase of securities may not be made at a price that exceeds the existing market value of the securities . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1423, Sec. 8 . 67, eff. Sept . 1, 1997 . Sec. 2256 . 054 . DELIVERY OF SECURITIES PURCHASED BY STATE . A security purchased under this chapter may be delivered to the comptroller, a bank, or the board or agency investing its funds . The delivery shall be made under normal and recognized practices in the securities and banking industries, including the book entry procedure of the Federal Reserve Bank. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1423, Sec. 8 . 68, eff. Sept. 1, 1997 . Sec. 2256 . 055 . DEPOSIT OF SECURITIES PURCHASED BY STATE . At the direction of the comptroller or the agency, a security purchased under this chapter may be deposited in trust with a bank or federal reserve bank or branch designated by the comptroller, whether in or outside the state . The deposit shall be held in the entity' s name as evidenced by a trust receipt of the bank with which the securities are deposited. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1423, Sec. 8 . 69, eff. Sept. 1, 1997 . 48 APPENDIX B Approved Resolution Resolution adopting the new Investment Policy and Investment Strategies for the North Padre Island Development Corporation. WHEREAS, the Texas Public Funds Investment Act requires the governing body of the North Padre Island Development Corporation (the "Corporation") to adopt an investment policy and investment strategy; WHEREAS, the Board of Directors of the Corporation (the "Board") wishes to replace its current investment policy with a new investment policy; and WHEREAS, the Board wishes to adopt new investment strategies; Therefore, be it resolved by the Board of Directors of the North Padre Island Development Corporation: Section 1. The Board has reviewed its current investment policy and investment strategy and revokes its adoption of the investment policy and investment strategy by striking out the language of that document in its entirety, as shown in Exhibit A. Section 2. A copy of the new North Padre Island Development Corporation Investment Policy, which contains separate investment strategies, is attached to this resolution as Exhibit B and is incorporated by reference into this resolution as if set out here in its entirety. The Board has reviewed the recommended new investment policy and separate investment strategies. Section 3. The following major changes are made in the new North Padre Island Development Corporation Investment Policy and its separate investment strategies: 1. Designate the City of Corpus Christi's Investment Committee as the Investment Committee of the Corporation; 2. Designate the City of Corpus Christi's Investment Officers as the Investment Officers of the Corporation; 3. Designate the City of Corpus Christi's Authorized Broker/Dealer list as the Authorized Broker/Dealer list of the Corporation; 4. Remove inapplicable quarterly reports and include only reporting requirements as listed in the PFIA; 5. Increase maximum maturity of investments from 2 years to 3 years. Weighted average maturity (WAM) will remain the same at 1 year. 6. Add the following authorized investments: a. Interest-bearing depository accounts of banks in Texas b. General debt obligations of any US state and any political subdivision of any US state, c. Commercial Paper, and d. Securities Lending; 7. Expand the Investment Strategy and remove Special Purpose Funds Investment Strategy as it is not applicable to the NPIDC; 8. Remove training requirements for Investment Officers. Training for the Investment Officers is addressed in the City of Corpus Christi's Investment Policy; and 9. Move the Glossary to the end of the Policy. Section 4. The Board adopts the new North Padre Island Development Corporation Investment Policy and its separate investment strategies. ATTEST: NORTH PADRE ISLAND DEVELOPMENT CORPORATION Rebecca Huerta, City Secretary Greg Smith, President Corpus Christi, Texas day of 20 The above resolution was passed by the following vote: Greg Smith Joe McComb Paulette Guajardo Michael T. Hunter Debbie Lindsey-Opel Rudy Garza Ben Molina Everett Roy Lucy Rubio EXHIBIT A as 2-mand-od, as the immstment PoliGy and inim-stment Strategy for the- North Rad-re Island Development Corporation. uvHFRFn�0the TexasPiihlir Runde InveetArnt Ac Quires the governing body << n strategy; ) to adopt aA 1TA/HERFAS, the Board of Dire-r--tors- of the Corporation (the "Board") has reviemn 0 and WHEREAS, tChristi's PnloGy, woth come w 0 The-re fa-re, be mt resolved by the Ra2rd of ffirtactars. of the North P2dra Is land Development Corporation. 0 0 is attaGhod to this rosolution as Exhibit A and by Sarctmon 2. The foil Ir•ImentP-, ere@ InVeStm@A�tPnlira " " "Cityn QP appropr 0 fi-Indsn << ty n shall bo <<As-s-is-tapt Treas-upor of the n n n " n "Spec;mal Purpose n dQlQtQd 04 Page T2S'entinn Vii R "lAvectment Offir-OPS" Shell he emended to appoint the " " Sectmon 3 As ;arnQnded by S@Gtion 2, the Board adopts the Gity of Corpus Christi Investment PoliGy as the investment poliGy and investment strategy of the Board ATTEST• NORTH PADRE ICI AND DEVEI ORMENT CORPORATION Corpus Christi, Texas day of 020 Greg Smith InQ McComb Gwajardo NAirh�T int Rudy Garter RQn Ia Cara!\, Vaughn SUS xss2 rimv OF rnnnirc runiSmi TEXAS c FINANCIAL C>;'RC7r!"'L'C TxTZ T9 Q T-AU:WT- 1201 aeeember , 201-6 TAB1 C OF GONTC►ITS Pace INTRODUGTInw1 1 Hl- DEFINITIONS 2] Till fIRIn�IT OB EGTI\IGC 4 V-.L. AUTHORIZED INVESTMENTS AAIl1 MAXIMUM MATURITY Fa VT IN MET STRATEGIES d Yt 111 DESIGNATION OF RFESPONSIR11`TITV VK INTER►IAL GONTROW 4' IV T P+�AIMPEITI� \mal GITATION ...................................................................................4-3 K AUTHORIZED GGLI ITER PARTIES ...........................................................................4 lir GlG766XFERA 17AYIE)N ................................................................................................4G W6 SAFEKEEPING OF MTV EGURITICC tri X44 INFORMATION REPORT!NGIPQRTGANo-EVALUATION )� w"Itd�rtKING SER IGES ..................................................................................................4q A►II.II IA 1 IPV AE)GPTIGN X-V+ GENERAL PROVISIONS .Iq A RRcwln ES A-. TEXAS P IdIVQUG FUII►'iR'.RTl11►"1VEST-MENT AGT............................................................. TiT7 B-. r+n�F_ETI 11GS....................................................................................................... -99 G: TR11 0 1 T-ION .............................................................................................................4--2 tI�zEGA1 DEFENSE AND I►IP EMNICIGATION OF GITV OFFIGERC A CA1 1'1 EMPLOYEES .................................................................................................................i { Inf.....iment Awt whlw and rwwtw.lwl fedeFal 'aw: • • , andthal SaFnings from invesimenis will be used in a Fni3nneF that will best serve !he interests ef kivestments shall be Fnede with judgment and eaFe, uFideF pFevailing eireumstanses, that f f f but feF investment, eensidefing the F PURPOSE A AutheFimflon Thi.A Info t.e� fdhe6zed by the CRY f�wffnw7i i danse 'th rr�rv--n-r��ssrr i �v7--m�vi't "c"rvivvrrca-=vrRn GhapieF r p 'Art!! V This lRyestmen! Peliey applies to all funds of the GRy, exeluding pension funds Funds, ineluding, but net knited to.! General Fund Speepal Revenue Funds rmn!eFpFise Funds sBond Resems, DebtSepAsef in addifien te this the invesiment of Bond Debt Polley, Funds, Semes, andFunds shall be Fnafiaged (IndudiFig the yield saloulafien lheFeen) by I ■JIl IN. _ r r. ■ ft i pill& MAW • M_�_Mll�i� - - - - -- - - - •- - - �_ r r ■_ Insiditi-ii-im Any bank bFelterldealer OF Publie Funds 1 bank, holding eefnpafiy, n�� T� r-.--,c-.h firms must remplets a Peliey reF[*fieat*en as slated by this Feliey; Qualified RepFe •wwlwihlw--As defiRed by the 1 1 business 1 is 1 (A) 1 1 \-J FGF a state eF federal 1 1 1 insUlwlieM (/'f) 1r4h investmen! publir. funds investment peal to sign the vMtten instPdment on behalf /� ^ 1 \-/{` FQF MR Art of 1940 (15 U.S.G. r if not subjeet !a FegistFation a pefsen who is an effir.eF OF PORSip8l ef the investment management • 1 Rer,eFve Funds Funds designated by the City COUneil f8F speeifle purposes, whi SeGuritle.Q""' AppFe 1nr1 IniestmenFn designated by the investment Gw....n7Nww1 .•as defined 1�►I,�,y SeGUgn VIII to be hail in the 1n119stM L PeFftl:w OF aseeplable to be pledged as- Spedal PUFPGse Funds - Monies of non-pFefit corpoFaUens that investment OffieeFS BFS pemitted to t 1 1 r HGME r I GeFpus ChpiStp tl mal Developmen! Gefpemtl91, CeFpus GhAsO mess and 4eb Third PaFty Safekeeping institution Any insfitutien nel affiliated wo an insibtlen delivedng the Aulhedmd Investment F1F A7 Presmalien and Safety of Prinelpal 8. LNUidity flows must be maintained thFaugh eash flew analysis and by Fapidly depes'Ung • Liquidity is � OF iFl Pubfir- Funds inyestmen!Peals with stable net asset values 4r,-. investment Yield the rash flow r.unn. .Lams and peFft:n nlrntnn..of the CityHeweveF . 1 wit essedELfll Invesling sueh Fnenles. lei wntfol Ask. cavvn-ri�rnrnr2$s the Msk te the 6vcran--rrracSm-rcrrr�-ornvnv 4 by the expl-eit full falth and eFedii ei the United Stat hm aFmain-efee-eF a lid T........T•...... investment L7eO r r eFedit velatility r eeenoFnie r and etheF t leading to tempaFaFy illiquift. default Fisk, the only asseplable melhed of payment vAll be en a deliveFy VeFSU payment basis fef all transeefiens, emeept Publie Funds Investment Peels and r rr,,,,,YY Safekeeping t Fef 0 safe kept at a ThlFd PaFty Safekeeping InsUMen net effilisied wlih the bank or- ALIT14OR'Y VESTME ITC AND MAXIMUM MATURITY amed by this fr 7'7 Author-beed investments-16. Obligallopis of Me United States OF itS ageneies and Instrumentalities, f whish euFfently inalude the fallowing steled final maturities- a. Short tefm U.S.Treasuries Maximum Maturity 1.) U.S. TFeasuFy Bills s ................................................ up te 365 days* ...................................up te 3 Years years* 5 U.S. 4geneiew. Maximum malurity 1.)FedeFal Heme Lean Bank 2. ^e-Esse,.oma..,.,:..:... ..............upio 2 yteaW ..........................gen............. to 2 yeaFs .......................................................up te MS deys 0 inr,uFanr.e GIDFPGfBtiOR OF by the expliri-it full faith and Gmdit of the United A Anreeernen# An A_XA_Gi I#ed agreement between the City, n rae geverner.ent Pr mnd MV-4i . and Custodian will be on file befeFe !he Qty will efiteF iRte eH equepA .� ������Lni�te� CC....__JJ__ of volatility. ii Ti i"�Funds ............................................ T day A Publir. Funds investment Peel duly GFealed and managed iR eeeeFdaRse stabilizes its peFftlie to FnaFket daily at$1 not asset yalue. if the FaIle of!he book value of the poWelie is less than 0 OF gFeateF thaR 100.50%, the #e maintain the ratle between 99.60% eed 109.60%-. Themaxim.um. ame-unt that may be immsted in any nne nuhli^ fundr investment peg! is Five (6) pment el the !eta! suFFe-Al I.A.velsted belanee ef the The maximum total amount that may be neested In any one eaverninht• irPublin M-nds Inarentmant Denl Cc. #hie#u /40\ The Pubile Funds investment Pool must be eantinueusly Fated no I8WeF thaFl Fating sepAse. Pubk Funds investment Peels may eentain investment ratan^ is sland.-re# here.ir. e.heye 9-Fated i a fisied e.d lii\ Fhe : er.Fnent as nemitted by Q..be.bar3er A e6 the Texas O..blie. Funds investment Aet Ghaptne•22561 eF the Texas Gever.ment Bede 6 An invesiment peel Fnay invest its funds in Fnemey Fmarket mutual fundr, te th peel emated ie funden as a money FnaNtet fund shall FepeFt yield !a ils if ih dinnlnn..rn i.,StFUFROFh OF rr PGFt... ..1 be .,.,..b.d en the website 4. Collateralized and Brekefed GeFtifieates of Deposit .............. Ge-plifirm-le-is of deposit OF elheF Insimmenis issued by state and natienal be eellaleFolizeflen en a weekly basis-. The Myestmen!Offiew she!! r en me less #ian a weekly basis, Gra-linrnd CDs will be Faquirnd to have n Gusin nu.v.hnr and be held in safekeeping s i �T-hasbeen - aeq U'tOF T (IS U.S.G. Seelien :78a et seq.) er the investment Gempany Aet ef 1940 the.n..i..L.....n..se of a ..L..hlefie4 asset value ..f$1 f F......h ..hMal the e,f the Fnesey ...I.et mutual fund .. .. invested in the.... r and Gl iwa—Rleerl i aGle.rae,l ..entFe..ls G#BF M pay a sperifir. in►a....e.l e..l.. a e a peFlad of t sGhedule faf rapital funded with bond pFeeeads. :Rio eelleteFal and %hml; may be Wilized only W reRROGOOR vAth the investment of bend pFeeeeds.The en.�.iir..r ren fnrm of a guaf.nlww.d In.resWenl eankael shall net e. weal the 7 @�caQ$Tarm im efwan► ]wal................................................ .in aaF The Town Taern investment dne.l fnr fixed +ne... ..le..enl.. was ..lea .. fixed fixed teFm peFftlie opfieR and is Fated AAA by StandBFd and� s r guidelines by Fund eFe as fallaww. than Bras OpeFating Fumis The maximum weighted eyeFage matuAty of OpeFaUng Funds she'! be 365 days. The investment offiseFs will menileF the FnaluNty level and acQust as 2. Gapital Improvement Funds The mem;FnuFR weighted syeFage fnaluNty of Capital !FnpFeveFAeni Funds shall 120-4-ANG UhA-1 FepFesents Capital impFavement Funds(bend r funds, • Gr.n.d... and MIempewy H as defined by Fedefal ineafne tax low difFingII iAihlr-.h time band pFec-eeds may be invested at an unFesWeled yield t which Ie not suIJecr.+ti,,,,, le�o Fee�leroe. l In s►in •ander seeiien 193 .ei�t�-0 hede u . p R rr viva !he RG. An annual r-ebate ealaulafien shall be peFfeFmed ie assure ' liabilily at the end ef eaeh Fespeelive band issue'-s bond PFOGOed-r-,&Q-.M sun-h issue vAll be yield Festdoted as FequiFed by the RG; 1 -Men/A C41nde Cctnhliched ht,tlne'ntitre lend Funds eF h.•the. City Pteuneil Than fR-"A-;Al*ng ReseFve Funds may be invesied up to five yeeFs in U76-. MaXiFRUM Choke Canyon Fund 40-51................................$40,000,000 City Fnenies govemed by this li , t be invested in eihef investments issuing bonds or a-thaff debt obll@aUQAS-ef lhis Poky is amended le pefFrA ('•) The City menders the maFket eF e.tmeniw r blair.ed Fe.. T.. .J'.. WAGB BF the BleeFRbeFg system whieh is made available thFOU9 ww`` t �S infoFmation surh as !he KW Street deufna� W. INVESTMENT STRATEGIES A; A minimum of 15% of the total investment eeF ftlie shall be held ice. Autheomeliqulditd mAth matuAty dales of GO days eF less feF liquidity. 6L6-. ym sm.dronments, Ileiltt AUIhnFized Intiaetme.ett rnnnrtG shell m Rite. eed wide.,. 9 investment Offine.n laking w wii..e wwtie.. A�s T Operating and GIP Funds inveslmenis malwing thai are aequiFed on the shad end of Ne yield ou 90 less YAII meet immediate wweh Reeds. A fdc-ar`r-AuthedzeQ Inuvetmente are n..Fwhaeed en the inte.mediwte na.t of the yield w..n.e !i Z liew maturity) to look in higheF inleFest Fates wheFi Fates eFe ps�eeled te aa.erave investment mat..dta. of 355 days OF lessu.ill he velw..lated ..wine 2-. Debt Serv'ce Funds lRyesimeni stFategies fOF debt sepAse funds shall have as the pOFnaFy ehiewtia.e the eww..ranne that debt sepAGe payment eblivatie We lime!u T79GT. ,T 9 Debt @e....ies Reserve Funds In..eclmeR clraleole5 fGF debt c.eniine r-sa-p a fnndm. ch.all h.-a.e .aa the pOmaFy nbb2etia.�n the ability ie geRer..1r. a dependableT� derumeR!, Investments shee-mild- -ban of high GFedi!quality, with 4. Speeial Funds In..e !Wteg5 F: Qnewiel L7..mese Funds a..ill have 85 thei. with eempietdate; These Investment perffe-lile-s- shall inralude highly liquid iAvestmanls t to PeF#elia v►itli ,r,vestme,t seleetieR teased en legelity, appmp4ateness, liquidity, Wd .:SWFeiu, eensidemtiens-. This stfategy 4-. Passive Investment provides for a. investments Wgeted to pay upeeming ankipated disbUGeFAeRLrr b-. Liquidity ie pr-ey4de fGF e aw e . aT The ability to iFnpFave yields in the Investment PeFftlia by Wft held ie r selling lateF at the same OF IGWBF inter-es! Fale, "FRPFeAng the le vv G71VrCrbT.['CGTRVRTTGi'ORT{O fnatuNty Manager-, designee, oF his en wenemie The mold at a less. All gains and- lesses will be Fepeded to the GRy Counep! and investment Gemmottee no less Wquently then on a quaFteFly basis-. VW IDESIGNA-flON OF RESPONSIBILITY , and Budget shall Eeeet The investment GarAmIttee will be Fespensible for manila nim �Q and •FnakiRg FeGemfnend8tieRS FegWdinqtl —�Ft $ 14 sulamim-sign In the City Cound! and will, on ne less than an annual e5r5, FBviavP by ihe--Gid The Bafl6AiF rrr.valrrsn„r ReRfeli9 diversiriearvrr rna!uNty strumure, 6* mW peFfeffn8nee of the poWelle(s); -. investment nsReers negessaFy to evidenGe the invesiment of Gily funds is gfented le the investment C)Ms41 The Gity Tr-easuFeF and the inyesiment Analyst aFe !he designated , and attend tFaining 85 ��e�� , , a#8Rd ghows ef !Fa;RiRg that begins en the fiFst day of !hat lees' gevewnenFs 'eemplienee with Texas laws. by the fellewing eFganizatlensi Govern men! FiFianse Offl+e Fs A sseeiel7nn of Texas Texas Munlelpal League The C-Ity Coun It und6F thB Investment AdviseFs Ael of 1940 (15 U.S.G. SeeUen 896-1 et seq.) !a _ INTERNA1 CONTROLS hese in{nrn.al nnn#rwln shall be approved he DiFeelw of ales' Cw'�epAsees-.. Q •_ .. - - W, A-40OW will ... 111016, ON. W-0- OWNWO .. 10 " iffi. 11 l�I Jill 11 ._ 401#00-WRIN W_ . . r ■. that meets !he r s eash flew needs at!he Ume-. My -suitheAzed 18 PaFt'SIPBIB IR !he Gity's investment pFagrafn must X AUTHORIZED GOUNTER PARTIES BF9kefDea'efs In an Rl r-AFAZft Ininr.nelien nn the P....c shall he maintained by the Invest enl Offs er-9 !he investment Adviser >T. In41e@IMP-AfM shall only be FnadwyA h these In../i►..liw who hwye .l...d i i in o 27 Arilinewledged that !he inslitullen has implemented reasonable bs cel Fw.1h in the investment 6.w..eduFes Manuwl The Inve-stment Committee shall, at least annuall.. i 4se, and ado" E, Thep,�.,,,,..,T,�.Fjn,��m,�,e��.i-r-Ar will request the. Ir���esa toren{ f eFmiHww to au hedze delet'ef A fl'SI;tQlie1'S V E 47 Slow Fespense-time; C x Ins..ffiwienl aFket i n n en to ,s! of %ndemer&W expeGlafiens based 8R esonemis ' ' 5-. Unwillingness tG Genlinue le abide by Na Peliey.! the provisions lisled-in 'A t"F 6-. Othef Feasefis as approved by the investment . Xl-. COLLATERALIZATION Ft independ8Rt safekeeping and all Ome depesils and demand bank eash balances be 0 A7. Redged Gellater-al for-Time and Demand Deposits pledged te and not ewned by the Gity. Al! eelialeFel shall 8gFeeFneni. The Market u-Nue- of pledged eallater-al f8F Wne and demand depesM must be at lem-st 192% of the pgnripal plus aeeFued WeFesi. All eellaleral shall be held by IIV1H be maintained 01 1 Gil� appmve and release all pledged eallater-al. The Investment Offiews will menROF 1 m nl Th aFalf.. value will ►. ►iMlen sept.e,,,e„r—r,Te�� ed-s-NaE�-.II,a ��te�-a�-s�s �i, appFaved if fts value iS SqU81 10 8F gfealer than the required eelleteral valw. Q, bstii,boon i .,11..,.,. ble t. all !Fens.,..►Onn.. ►.. i sheuld be li.f.S..d to minomme- !he mayFequest approval fFaFnthe Infens►....nn► Of eeF►n Feduse eellatefol, Gellwie. ; , ndleale that thef f , VII G_SAFEKEEPINAC CITY /LEG IRITIGQ ^„ -m-fnLanninn of City ed se;mdlies The delivery ef all seeuAges Into u B-. Safekeeping of Gertifieste of Deposit GellMerM held at the FedeFal Resewe Bank. G-. Sakkeeping of Repurehess Agreement Gallate Gumnised .....en! __nifeel s 'ems;-:sT.,_!As'ed le U.S.� TFaasuies-and XNW A& Values e-. individual PeFtfelie Gemposifien q-- investmen!Revenue l} t lF Ghannel lBend FURds by issue s} 2.) GellateFel pesRkm a7 investment tFanSaSUeRS AN slateme Es: the s! ' as , Rer.eFds Manua! GF may be authedzed by !he quidelines. MV-. BANKING SERVIGES __ T.. ssiyely invest omvc5s Cash Balanees, mniFelled disbuFsementsr-aaavvssrs, zeFe balans-9 XPWL ANNUALPOLICY wnnnTlnl�I This Pelisy vAl be F&Aawed and adepted by the City Geunril He less than aRRuaIly ehenges made to Ws peliey. )Pt+ GENERAL PROVISIONS laws, Fules, E The hity!s Annual Extemal Cive dal A, d"! shall i.,du de seFnpila morin at D. Investment Pel-y Resolution Code, TIT13E 10. GENERAL GOVERNMENT SUBTITLE F. STATS AND Yner=AT3 C-GNT-RAr=T-S AND FUND MANAGSMEN? e -ER 2256. PUB-le - NBS TAaVESTMEff See. 2256.991. 256•991 . jrt�fTSOIC TITLE. T-h4zs chapter may be eited as the Public �YIY��sL`Ri�r,+r ee 2256.09-2; BEFROrmtnac- in this ehapter: % t tr rt lam! r mek!ea% entity, and reserves and funds maintained loy an entity fer debt t""'Poses. +-s t "Beek re means the original aeqttisition cost of an +-3j "Fume15" means publie funds +n the custed of - state ageney or local government that: 1.y}. +'ti l are not requ�red_ isy law te be depesited in the state ��7 �r fBi the inve5ting entity has e4th®tity te f4-) 11 /m5tittitien of by Sectien 61 .993Edueatien . l5i 1 this chapter and described Isry Section _Tl-er 225E nRn-�_ r- rrr "Investment te invest publi:e funds je4:ntly en behalf ef the entities that pattielpatre in the peol and whose investment ebJectives in order of priority are: preservation and Shetty p of ari ae-i pa 1 77nnll -1 r- r^-% 1ice't! ]yy,�.igdi r 1 L'! Yield. it t1 1T1TLTiet, .,: steiet ee eutherity efeatedSeetion a (b) i 1! o 12! / AEtielZ- !I!, or SCSet ion 59, Artiele V!, Texas Genstituti n, a f-_-` _-_err 4 sapply distriet, a hespital dlst i r State ef Texas, and any nenprefit corporation acting on behalf of any of these entities. HH t rrvalue" means the eurrent face or par value e4 an investment multiplied by the net selling price of the security a5 quoted /A5 wPeoled fund group" investing entity in which ene nst+tutional aecounts of the investing entity are invested. fl4g-) "Qualified representative" ...__..s _ ...._sen ..ti.._ h_, d-s a &E the business efqanizat�en, and whe is one eE the fellew�nlq- W for -a—business organization Being--business that is regulated by er registered with a seeurities r registered under the rules of the National Association of Securities n_a�s ($} f-&r a state--o rfederal baitkt-, 3 savings bank, or a state or federal credit A aet en behalf ef and bind the banleing r for an investment the person autheriZed by the ,�y.,, ,., .,ry l`_J.. y, y, y,m, J ele eard the investment peal to sign the written instrument on behelf of the investment poelt e-r E$} forannvestment managementregistered under the investment Adyisers Aet of 1949 (155.`�cEti6tom°Ob I et seq. ) er,r i-f not subjeet to reqistrat�on under that A registered with the StateSeeurities Beard, investment management firm. r Sehool r (l-z-) "Separately vested- asset" means art a-eEBent eff funee�a group.state ageney er leeal gaver-nment that is net invested in a peeled fund "State office, department, r government,beard, or other ageney that -i -- Of any braneh of state education, behalf F any of these Amended 15y Aets r 34th beg. j eh. 402, See. 1, eff. Sept. 1, f 1 nom A-•ets�rrrr , t-h LryS•i-•-- rSee. 1, eff. Sept. 1, 1994,, Acts 1949-1 Leg. , , See. r r . See. 2256.003 . AUT14GRIT-Y TG 1NIVEST FUNDSt ENTITIES SUBJEET Te THIS GHAPTSR. Saeh geverming body of the following entities may f sell, airsin _s_ isc. _r.. and funds under its control STfitments autherized ander thiS 5ubehapter in compliance with ig4v�,� 414=44 e Z appreved by the geverming body anel aeeerciing to the standard of came preseribed by Seet�en 2266. 096: f-I-) & local gevernment'. a state agency a 9 r I" entities.�4j an investment peel aeting an behalf of two o4. more locarl &m investment management firm registeEeel under—t-he investment Reivse_s Act of 1940 -(15 u.s.e Seetien 80b 1 et seq. ) or with the State Securities Board tO pEevide feE the investment and management ei its public funds or other fundsunder its ee+rtEl; h subseetien may not be for a term longer then two years--. Pk renewal or extensien ef the eantreet mest be made by the . mg body of the . ef the entity te aid the inve5tment officer in the emeettion off th-c effiee-fs^ esender . Amended by Aets 1995, 74th • f • 402, See. , eff. Sept. 1, . APPLIGABILITY This subehapter does net app+y '. G 1al a publie retirement system as defined by Section ll!z77 7tt . f-24 state �! an institution of higher educetion having total e. ef at least $95 millien in beel't value on May r 19951 H4 funds invested by the Veterans' Land Beafd as autheEleed by Ghapter r 162, er 164, Natural Resources eade; f-54 Eegist.. Fund__de®ss tea i.. the r-le ret a e 1 under Ghapter r beeal Government eedef- c�r K3,-) a eleferfed eempensation plan that qualifies under eithe-r Seetien 491 (it) er 469 ef the internal Revenue Eode of 1986 (260 e.s.e. Section 1 et r as amended. 0)-) This subehapter does met apply to an investment donated to an investing entie a paEtieular-per e s e of under terms e by the elemer. Amended by Aets 1995, 7II'�e 402, See. , ^t.� Aets 1"J 4, L.•�r7 � • f • , • r r p r See. 27-, eff. Sept. 1, . Aets 1999, 46th Leg. F eh. 52, See. 8 .2211,—cff. Sept. 1, 1999-,- Aets 1999, 76th beg. , eh. 1454, See..3,Eff. Sept. 7 . 1999 See. 2256.095; i im nnr !e!ES_ lNVSST-MENT- ST-RAeT-EGTSS, STtTTa St'["7Ti' f 1Z'�9"L SSi"'iGT? � �- I WEST-MENT Gr--rI-EER. W The--gevermirtg--body e investment pelTey regarding the investment its funds an funds under liquidity;its eentrel. fb4 The investment 62-) primarily emphasize safety of principal and 0-) eddfessinvestmentdiversifieation, yield, and maturity and the quality and eapability ef investment r Hi i m er (A} a list-e the- types outhorized investments eh the investingentity' s funds may be invested, 4 O�4 the max:imum allawable stated maturity of any individual investment owned by the entity; feE peeled fund the maximum dollar weighted , 4-a? Fftetheds te meniter the market price of investments cletittired with pdblie funds, ICS aEe'� t f �ene ett m _L all t _..sectio.. Ta] e4 v b o,I emeept investment peal fune[5 and mutual 7 payment basis; and W-4 preeedure9tBr-mens `er rating changes .-.-__..M..__ �c4 The ;f,v-estmen�ellielies may previde that biers r=_ !_=t_`___t__ 1z7orallyp R-) in writinv _i; er f4i in any cembination of these rnethads. „ shall radept a separate %orrrb P-n-�FPeg{meYt strategy for each of -L- funds-n-_ deseribe the investment ebJeetives for the particular fund tsitty the fellewixg prier t-i a-eke W tineierstanding afthe—suitability of thy-i n v e s finaneial requirements of the etibity-, f-2i preservation and S-Ofety of principalip _ idit 04 mafklid-erf the investment if the -==d =Pis_= o= liquidate the investment before maturity; { } of the investivient portfolio, srrd +e4 The geveEning body ef an investing entity shall review its investment peliey and investiftent strategies not less than anriveHy. Ti-re g tng diedy—shall adept a sorritten --==_--_=` by rule, erder, , aa- seselutleR stating that it has reviewed the investment EeesEd any ehanges made te either the investmentG"tt `"r Gaeh investing designate, by rule, erdinameer r r one or more officers %J.L e"leyees ef the state rleeal gevernment, or investment poo! &-s investment 6TtzEcs-te6'e—rE`Jr'pBns' •'BtmefYcvl Yt$ fURd3 eensistent with the investment pelley adapted by the entity. QTc I . 11 body of an investing entity has eentrected with snot investing entity to inve5t it5 I theinvestment fficer ef the other inve5ting-entity see n sided t o be the investment effleef ef the Tif sit inve5ting entity fer purpeses of this chapter--. Authority granted to persen to invest an entity' s funds is effeetive until rescinded by the entity;-until the expiration efthe-e eer's term or the tevainatien-e€ the persen's erepleyment by the investingr er if an investment management r until the expiration of the contract with t investing entity. !R the adMiRi5tEat=en- awe- duties ar-an-investment judgment and effieer, the person designated as investment officer she!! exerelse th that a prudent person r r r entity. but the fidueiaries of the assets of the Unless autherizeel by law, r witheirawi transfer, e age-Vii--any 5ther manse the fund5 ef the investing entity; tyr r local assigned by law the function of investing 1-t-9 Ednds li Text ef subsee. W as amended by Aets 1993, 76th Leg. , eh. 685, See. 1 00 AneffieereEempleyee-ems-a eammisSieRereated undeg Ghant•er ► Leeal Government eede, is imeligible to be an investment effieer for the eemm!5Sl @R un-def SUb5ee t i e n(� if the offieer er employee investment officer de5ignateei under Sub5eetion (f for another local TeNt of s; see= Leg. , is ineligible to be designated as rLeeal Gevernment Gede, investment effleer under Subsection. t-fl for any investing entity ot than For-that c6RisS 5ioi. C -) An investment effieeu ef an entity who has a personal business that investment transeetlen with the ent-ity she!! file a statement disclosing enal busine5s interest. An investment offi-cer who is relate r--- Ghapter r to an individual seeking te sell an investmen't to thelavestfaent t s entity shall file a statement diselosing theEelatienship A statement required underr this 5ebseetion must be fi!L-d with the Texas Sthies Gemmissien and the governing body of the entity. 1 an investment efficer has a personal business relationship with a busine__ ation if f-I-) the investment effieer own5 19 percent or more of the veting steele err shares ef the business organizatien or owns $5, 900 or more R-) funds reeeived by the investment efficer from the bdsiness fer the J7t year; &r J the investment offieer has aequired -from the businesserganiEatiem dufing the pE-.t'eU5 year investments with. a book value ef 1 fj-) The gaverning beely of an investing entity may specify in it-5 investment poliey that any investment autherized by this chapter is no suitable: 00 'n+ inifesting entity er to an investment management firm under contract with an investing entity te invest er fnanage the entity' s investment portfol2ke; 1 a business organization include-3 investment peals and an investment management firm under contract with inve5ting entity te invest er manage the entity' s investment portfolio. Nething in this subseetien relieves the investing entity of the Eespensibi&ity€9r- meiritefing the -=_=tme-nthe te detefmine that they are in eempliance with the investment poiicy. Ohre qualified Eesentativ, of the business arganization,a€f in an investment transaetlem with an investing entity she!! execute written insttument i:n a form aeceptable to the investing entity and the business erganizatiento the effeet that tt..G--busill-Ou aeganizatien has {-l-) I entity' sC-2� aelenewledged that the business organization hes implemeftt-ed Feasonable pEseeduEes and eentEols in an effort to preclude investment tEansaetlens eendueted betWeen the entity and the organization that are net autherized by the entity' sthat this autherizatien is dependent en an analysis of the mekeup of the vestment standards; {-Ij The--._=_4tieeteffreetef—an entity e,- - _ -_ otherwise ebtain any autheEized investment eleseribed in the investment policy of investing enti:ty frem a person whe has not delivered te the entity the insttument required by Subseetien Cm4 An investing entity other than a state ageney, tin conj-unction. with its annual finaneial audit, shall perferm a eemplianee audit of management eentrels an investments and adherence to the eittity-L-S established investment {MEmeept / at least once every tw years a state ageney shall arrange fer a compliance oudit of management eentEels—en investments -"el adhe_-_.-_ to the agency's establ►vf�al investment p. , -----: The-,eem ee--audrtshall be performed L. the ageney1 s internal auditer er by a private auditor employed in the manner pEeyided by Seetion 321.02G--. Not later then january 1 of each eve-m– mufabefed year a state ageney shall repert the—res of the most audit perfermed under this subsectien to the state auditor. Sdbjeet te r$le -assessment and to the legislative audie ee's approval of ineludin a Eeview by the state auditer in the audit plan under Section ..�. sccc�vrr. If review by the state aud:�teE is approved by the legislative audit r r r require stat-agency to arse report te—the state auditor tithe- information th- state audit$Ednes n=cas -a assess eempliance--withers and pslieles^-appilea a teta`_e agency subsea ^rten shall be--pfepafedi—e-manner the state auditor presctibes. {v7 The audit - f c-. cion fft) do not apply to assets e4 e state ageRey that aEe invest-eel by the comptroller under Section 49 4 . Amended by Aets r 74th Leg. , eh. 402, See. r eff. Sept. 1, r • ► eh. r See. r eff. Sept. 1, ► Acts 1999, 36th hey, eh. 14194, See. ► eff. Sept . 1, , Acts 2003, 78th bey , , Sec. 41, e€f.Sept. 1, 2-903 Amended b-y z2a3:1. 2256. 096; as xrrv,c9tmerrc3 shall -oE--mad with judgment and e ► ► that a person of pEudenee, diseEetlea, and intelligence would ------ -- in the management ofthe r affairs, r r een5idefing the pfabable safety ef capital anel the probable inc-arm t9 be ,d. eA investment ef funds shall be governed by the following investment ebjeet.' rorder ef prioity: pEeseEvatlen and a.r=etb of Trine Pal liquidityt a-Ftd Yield R)-) in eletermining whether an investment officer h8s exercised prudenee withrz�peetto an investment deems-i=:_, the determination _hall be maele taking into eensideration: (�1the investment of all funels, er fends under the entity-LS r a-ftd {L whether- the investment eeisio_ - eonsistent-w-ith the written investment pag4ey of the entity; Amended by Aets ► 74th Leg, eh. 402, See. 1, eff. Sept. 1, 1995. investmentSee. 2256. 997 . lNVSST-P4SNT T-RAININGt STATE AGENCY BOARD MEMBERS AND its effre•er she!! attend- at least mm training person'ste the Cb4 training under this sectiorrz. f-c-1 Tm-"s~'G"1T• inq und~G"Lf—thi:9 5e tiers must include education in invegtFfteft eentEelsr r strategy rrisks, marleet r4:slts, diversification Of investment r and eampliance with this chapter. (44 An t}-vas-tment a€fees-shall attend _ training -leges than enee eaeh state fl5eal blenn�um and may reeeive training from any The investment effleer shall prepare a report an this subehaptet—*nd deliver the Eepert te the - . - body of the state agency not later than the 189th elay—&-fter tiqe last day of eaeh regular session of legislature. Amended by Aets r74th bey. , eh. r See. r eff. Sept. r r Aets a • reh. r See. r eff. Hey r r Acts 1997, te__?, 1464, See. -5-,- eff. T 1999.T Amended bt- Aets r 82nd beg. , . r r See. 2, 1 Th�s seetien was amended by the 84th Legislature. Pending publication of the—eu E r errttatutes, S e e H.. a 84th Legislature, Regular a See. 2256. 098; lNVE;ST-?!SNT- TRAINING-, beeA13 GOVERNMENTS: HH Except as pEevided by Subseetiens (bJand (e) , the tre'+�^r•"rTr, the GTrs"CTfSTTATTc.LaS effie�{e.,,r ..k:#. tithe teens eff i .•, met the eh�f ??-sal affieer-arra the �e�rente�lee r o f a l e e aTgovernment s L .4 9 C I-I �j�+ elms-ignated investment ewmitte advi:sing the investment icer-ira IG eentaining at least 19 heurs of instreetion relating to the treasurer's--or effieer1 s respensibilities under this subehepter within !2 months after teklncj office er assuming rl���1 I a� �7 r attend &n investment tfaining session net less then ence in a two year period that begins -ethe first day of that leeal q . _, r 5 fiseal year and date,eansists af the twe eenseeutive fiscal years after that and receire not less than 19 hours of instruetion relating to inve-s-�� Eespeas a b; , ; tlestrRder this subehapter from an independent by the g ev_Eaingbe de f the l e eal 91.9vernment e r a—eie s�gnateainvestment eemm�ttee adv�slng the investment effiicer as provided for in t fbi An 4:nvesting entity created under authority of Section ► Artie�le H=;epee Section 89, Arti-e' e "r>=-XVI, Texas—Gens-titutlan,that he government'seentraeted with an investment management firm under Section 2256. 003 (b) and has fewer than five full time empleyees ev an investing entity that has eantreeted with anether investing entity to !�nvest the entity's fun may satisfy the t�ainting requirement previded by Sub5eetien (a) (2) by instruetion in a twe year peEieel that beej�ns en the first day of the lecal years after that date. zTr`"re treasafer or ehief finame-i-a-!effieer-of invest4mng entity ereated under authority of -Section r r ot Seetlen r ► Texas eenstitutien, and that has fewer then fl,,fe full time—emp leyees is net required te attend training seetien unless the--persen i5 a-ls,e the investment effi-eer of the entity. (ej Training uneferth#s—seeder �:—s= inelude edueation in investment centrels► security risks, strategy risks, market risks, year, diversifieetion of investment portfolio, and compliance with this chaptert. fdi Not later then Beeember 31 each each individual, asseeiatienrbusiness, arganizatien, gavernmental entity, individual ' sthat provides training under this seetion shall report to the comptroller a list of the governmental entities fer which the per ' jed requi training under this section during that celender year-. An individual's repert�-.nl, . -ements under this subsection are satisfied by a report the fe� This 5eetien does not apply to a district governed by Chapter 36 er "nr.9, Water Gede. Ameneledr Leg. eh. 492, See; �r eff. Sept-. -l—, 1995,- Acts , 75th beg. , p See. 5, eff. Sept. 1, ; Acts l nTn j beg. , ch. 1454, r Acts 2091, 33th beg- I e r See. 4, eff. Mayr . Amended Aets r . r r See. 3, 1:7-201-1; See. 2256.909. GR iSTT1iVRZTMENTS: E)BLIGATIE)NS/I�^ 11a4 f GUARANTEEB BY GeVERNMENTAL ENT-HIES,; t �t a-S Subsection (b) , the follewing are authorized investments under th! .Lel.apt States f-r7 'abl i g�ians�ad�-fetters^ems-e-r ed t, a G h e U n i t e d States e r its a•g e-Pte i e s c-n"la--instrumentalities, direet obligations of this state or its agencies and 1�1 instru me i federal ageney er instrumentality eff the United States, the anelerlyin securityfor which isguaranteedency or in5trumentality e_` the United / A 1♦ tmeenditionally guaranteed er insured 7 er beeked by the fell faith a credit ef, this state or the United State5 or their respeet4:,ve age.-.--.e-- -and i7Ts'tC1r"'-r.TTme�,a.CT6Z"CI l i t i e.5, 1ncldtng obligations that 1 a r_ fully `7l . g r a t..e d _ insured--bthe--Federal Bepesit insuramee Gerperationer by the expileit full faith and efedit 8f the United Sccce•S i equivalent; obligations of states, ageneies, countie5, eitle5, an other pelitieal subdivisions of any 5tate rated as to investment quality by a nationally reeognized investment rating fj-.rm not le55 then A er 4:ts an !P t X 07bonds or guaranteed by the State _f � assumed, ir r e rl � r_ 43.4 The €ellewing--are net autherleedsnvestmen s ..def this, -t 44 (4} ebligatiens w#ese- payment fepre5efltS the eetpon payment., on the pEineipal balanee ef the underlying mortgage backed D Q-) ebliqatlen5 whese payment represents the principal stream �7 final maturity date ef gveatet theit 10 r and (4} re ella t ecrcrrr� 'ccd meEtgge-9bltgatl en 5 the interest rate 5-r whieh is detemined by an index that adjusts opposite to the changes in-a marleet index. Amended by Aets 1998, 44th • , , Aets 1999, 76th Leg. , At-to r- Leg. , eh. 558, See. 1, eff. Sept. 1, . Amended bj- 2011; See. 2256.0 AUTHORIZED UTHO IZE$ T r�-ENTS: FE nn__s,TTE 5eF BEPeSITD� SHARS GSRTIFIGATSe. !^j A eertifieate of deposit or share certificate is -s-R. -authercized investment under thi5 subehapter if the certificate i effie.e in this srza J Fund or its suecesser; seeuEed by ebligations that are described by Section 1�! • a f-Rd;;r-:;l ageney eE instrumentality that have a market valtie -o4 iT[7R less depeglt5 ef the investing entity. depes-it umd-e-r- s umbSe t i e n , an 4:nvestment in eertificates of deposit 14 made in aeeerdanee with the faiiewing eendittions is an authari investment under this subehapter: (1) . (M a—b r a ke r that ha s its mai-e r r s ee of-a- bra-rre h ezrree in this state and is seleeted from a li5t adopted by the investing entity as red by Seetlen or Wr a bt:aneh effiee in this state and that is seleeted by the inifesting r investing entunder J"N L of_ i_i deposit4„s, wherever- Ie eater,€ems-t h e aeeount ef-t he investing r 0-) the full ametint af the pEimej:pal and eeerued interest a4 each eff th., r t: a «esefdinsured by the United States er &F! instrumentality of fiE United States, and Hj the investing entity appeints the depository instituti seleeted by the investing dr c._1..a_ 5le , described by Seet4:em / 8clearing broker dealer registered Seeuricies and -Emeharrge Germmisslei Rule-:S,_3-3 (1:7 G. F.R. Seetl -- eertificates ef depesit issued for the account ef the investing entity. Amended by Aets D • 1 • / See. I il ! D Aets R 1 rt 4 I . D . I . I D I 7•S'C�T Amended Acts I • I 28 I D September I 2005. Aets ! • I • • ! • 1904 • • I • 1 eff. Jun 177 See. 2256. 017 • Rnrts.._n=_== _Arer__T-MENm_ REPURGHASE L . f&) Ate'l eellateEa-��puEehase—a�eement is authorized investment R4 is seeuredd by a combination of cash abligntio deserlbed 6y Seetle (0}; &md ccs n--held b�y the fit e-be-pledged e the-entity, held entity' s depesited at the time the investment is made with the entityr silta third party seleeted and appreved by the entity; and 04 is plaeed through a , as defined by the Federal Reserve, businessin thisstate. r , Pi PI ["o fsection, means a simultaneous agreement te r r and sell back at a future tie_ •1256_ nnn !_ti .. date-6blY�fiii-S-- ES EFibS^d--19-p'—S'e•____.. ----- --- .--. �r en�marketr - zrae--Qti the time the funds are disbursed ef net less than the prineipal ameent e4 the L"GTTGs—StSi7'CT.Te-d-. The CcEfn ineluGL-'T-a dlEeet seearity -_r.-o.-..._-_ Ste! ! repurehese agreement foey net emeeed 90 days after the date the reverse seeefity eparehs e agreement delivered; fcH Money reeeiveel by an entity under the terms of a reverse seEurity—repur 'a'sE'Tag're .Pme'FIJT71'ITrFJe CTSGQ t-A _e'_._-e a______..-_ authorized investments, but the term of the authorized investments aequired ..t ..M..r net lat.. than ML e•.pi rratien date h • • TI "C �C��G' 8C' e•d 1T� T the reverse security repurchase agreement; Amended 95^r 4 r . A A�r _e� r1.LSept. 1, 1 r1h9G Amended bv. 1T2011. S 2256. 0115-. nP1THO IZEB 1HYSSTMGNTSt C•riY'.URITISS LENDING PROGRAM bqr) A securities lendirig progra... -' - — autherized investment under this she hapter ii it—greets-the eend i t i amp Eevi 5�7 a-- .r =San "EaTTv'es crCTri s _p (-I-) the value ef seeuf�ties leaned under the program must be net less than 100 Tp- _ � e, 1 _te _1 _ e r eeA r allow r_ r a lean made under the pregram must r termination at any timer- C�7 14 I�3 /�monit . Pledged 5eeurities described by'1CTR�tI • P {u f pleelgeel irreveeable letters of credit issued that is. United Sthe state; ai°td eentinuousl ytatedby at least one nationally reeev.. zed invetmenr�i n n e le less tha A e r '`_'s eg t'.._, _n +B l; + 2256. 009,- 1=7 2 2`zz�v--913 P (iii) 22czz56.01 ; er fii-) 22cr�56.916,- the terms of-alean -made--under the program ust requi£$ that the see___ti__ being held a9 cella-te e- W pledged to the investing a entity' s0�-) helel in the invest-Ing a-r fd K-7 depesited at the time the investment is made with the entity or with a third party seleeted by orr approved by the investing entity; f5-) a lean made under the pregram must l5e pleeeel . dealer, as defined by 7''nG. F.R. nn7. . .R.Seetien 6801. 102 (f) , s that=regui ati en existeftefit—SE��bet1, ter [FJ a finameial inseltutienbusiness in this sa.ai.ejf a f&) seetion must have a term of one year or less. Added by Aet5 r 48th beg. , eh. 1224, See. 1, eff. Sept. 1, . .7i BANKER'S MeEPTANGSS. 1 eeeeptanee is an autherited investment under this subehapeef if thebanleeES 1 . �H has a stated maturity of 240 days or fewer from the date of its isseanee; 16 RL) will be, •-n aee®r-daneelt5 terms,liquidated in a`u44 57t maturity, Reserve- n._ kattd 77 AA. 77 C'�f is aeeepted by a banle organized and existing uneler the laws ef the United States er any state, if the 5hert term ebligations of the bankI or a# a bank helding eempany of which the bank is the largest subsidiary, are rated net less than A 1 equivalent by Amended by 1995, • / l I I 1995. See. -2256.013; UT-11f.RIZER T7VESTnENTC. AASERGIAL PAPERz papereemmerelal .the . investment under this subehapter if eemmereial paper L1I has a stated maturity of 249 days or fewer from the date of i-t-9 a- td is rated net less than A 1 er P 1 or an equtvalemt rat*-" 1L! by 'atter lT�f ldit agencies: *r oJ fully seeuEed by an iEEeveeable letter ef eredit issued by a bank orge... zed and existing under the laws of the United States or any 5tate. Amended by Acts 1995, 94th Leg. ,,ch. 492, See. 1, . lead money market mutual: fund is an authorized investment under thi 5ehapte-r if the mutual fund_ f-I-) is registered with and regulated b'y the Seeuritie5 and- Emehange . R-) provides the investing entity with a pfespeetus and et a r c N� U.S.C—. aaz%xaz=6R- ree�=ES— iirg^�A�9 = Section 38a et seq. ) or the investment eempany Aet ef 1949 (15 U.S.G; Sebe- 8 9 a 1 et seq. ) ; (� has--a dellar-weighted average stated _t. of 90 days or fewer a-Ptd 34 Hj ineludes in its investment objectives the maintenance of stable met asset value of ,$4 far eeh shere. OD-) in additian te a ne leael money marleet mutual fund permitteel a an authorized investment in ubsfir® r a noload mutual fund is en W is registered with the Seetti4tles and Emehange r f-2-) , 9-) is �nvested emelusively in obligations approved by this �O is eentinueusly ratedd a-5 te investment quality by at least one--natlnna 1 11 veeegnieeel investment. ®rr-not less t AAA @:r its equivale"t; a- d FS-) eenferms tothe relquirements—set forth in =eet__n 2256. 916 (b) and W relating ethe ofinvestment i<eeeiyeand invest funds of investing entities. fe� An entity i5 net autherized by this _ _t-jam t_ f-I-) invest in the aggregate mere than -1-5 pereent of its manthl average fund P emelading band pveeeeds and reserves and ether fu held f.&e debt sarvie-,'_ mutual funds described in Subsection fir R-) invest any pertien of bend proceeds, reserves and fu d5 lel invest �s L"C77L7s ef lt5 eentrel, imeluding bend- proeeeds and ether fund5—held f e f debt 5efvtee, in any one mutual fend desefibed in Sebseetlen (� i-R a-F1 afneent that c3s'EccaS 1pefeent e fh1 G1' a to w l M. e-f the •M• a 7 fund Aetsr Aets 1949-, Leg. , eh. 1454, See. 8, eif. Sept. 1, 1999. ce 1 "u+rrant@2ft investment centract is an autherie investment Eefbanel pEeeeedsendef thIS 5u6ehaptef if the quaranteed investment ce*'�=a�'.: PI-) has a defined rcerminativiidate-; {-2-j is—seeur-ed by ebligatlems des ed by Seetlen 2256. 009 (a) (1) , egeeluding theseebiigatiens deseribedbyceet ..... is 2256. 909 (b) , in an afneunt at least equal te the amount of bond preeeed-9 invested--under- ^eentra-et af�d is pledged te the entity and deposited with the entity e-v with a third party selected and approved by the entity- (5-} Beadpre,eeeds, ether then laend proeeeds Eepresentin and funds maintaineel fer debt service purposes, may not be invested unde-r this subehapter in a guaranteed investment eantract with a ter e€ longer than five yeaV5 frem the date ef issuance of the bonds--. Te be—elkj idea—a-authro_ ed -es the governing body of the entity must speeifically authorize guaranteed eentfaets as an eligible investment in th arder rordinance, or reselution autherizing the issuance of bem4srt T� the entity must reeeive bids frem at least thEee sepauate providers with no material financial interest in the bonds frefft which proceeds were reeelved e � ► +J r ing guaranteedW the priee of the guaranteed investment eentraet must t into aecount the reasonably expected drawdown sehedule for the band preaeeds -t-m be i:nvestedt e-ftd the previdder must certify the administrative costs {�7 reasonably expected to be paid to third parties in conneetion with the guaranteed investment eentfaet; Amended by Acts rbeg. , ► eff. Sept. 1, 1995t n_t_ lnnn S-eF 2286. 916. rnUr`FliE)& INVESTMENT _E)G, S. AM entity may invest A:ts iunds and fundsunder its eantra rule,eligible investment peel if the governing bedy ef the entity by order, erdinanee, QE'solutien, as—apprepriate,—asc'herizesiI-vest "ncrrciir the partieular pe An investment peel she!! invest the -funds it- frem entities in autherized investments permitted by th! SUbehapter. AR �nVe5tfflemt peel ...-.y . --t !t5 funds in maney market mutual funds te the extent permitted by and eonsistant with thi7s 19 subehapter and the investment policies and objectives adopted by th investment peel. fb-) Te be eligliDle t-e reeeA:ve fumd5 from and invast funds on behalf ef an entity under thi5 P an investment pool mtst furnish to the vestment effieef er ether authet�zC representative ef the entity an contains,effering eireular or ether similar disclosure instrument that at s.. ( } the- types a es te- S .h. . h RBfe l .s allowed to invested,teden the the fRamimUm average dellar weighted maturity -51lowed, based ,stated maturity date, of the ► the maximum stated maturity date any investment securit-y l r 1 within the partfalie I lf4-)G1 ► the size 11�C+VI / the names ef the members of the advi5ory beard of the poc4 1 y r 0 PL) the eastedian bank that will safekeep the pool' s whether the ntent of the pool is to maintain a net as ( I 1' -� whether the only source of payment is the assets of the peel at marleet value er whether there is a secondary source of payttener the name and address of the independent auditot-trf-t+re , 3 Pool! iuncis in and withdraw funds frem the peel and any deadlAnes er other apeEatinq pelieiesEequiEeEfar thestfunds thelraw funds from the r t �a e-Ifia pool,the perfarmamee histery of the ineluding yield, average maturities, and expanserte_f-. fe) To maintain eligibility te receive funds from and invest funds an behalf ef an emt�ty under this ehapter, an investment pool must furn-j9h entity: {-I-) investment ranseetle'l--eenfilRiatYBns;arra 2B the fellewin Com! a menthly tepeft that eentains, at ar ...F... ..i-. /n� C+`I the types and percentage brealredown of securities inwhich the pool is I &1 fmaturity, based an thestated maturity 1�ld_tC e^of the _ {"'/ � pool's the eurrent pereentage of the investments that have stated maturities of more then ene year m�ne� a tyd portfolio, the book value versts the market value ef the peel' s using amortized cost valuation; E-) r 1IH the number of participants in the lr am! the assets of the peel; daily00 a listing ef ien l entity participating in the peelf- /�1 the yielei and expense ratio of the imelud�nq -a 1+! pool, 5tatetent rem rq - haw yieldsealeulated (0) the portfolio managers of the I and Hi-) any ehanIgies of addenda to the efferill1j. \a7 entity by eantfeet may delegate te an investment peel t �ej in this autherity to held legal t�tle as eustedian ef investments purehased with "yield" section, she!! be ealculated �n aeeardanee withregulations geverning the registration of open end management investment . ; under the investment Company Aet of r as promulgated fro YFR $m im- daily, f-f-) Te be eligible te Eeeeive funds frem and invest funds en behalf and, to the extent reasenably possible, value stabilize at a $1 net as if the ratio of the market value ef the portfolio divi 13-Y the b �_ n-�enc e ��.,... � nnc e.�.,r�l�re�a a—pe�€eS les5 tai-� o-- �-- �g�e��� r between -n. e95 _a 1. 995. inadditiont9 the r&ejuiref2-Hi i- et i-tS investment pelley and any other forms of reporting, imvestment peel eLleated to fametion as a money marleet mutual fund shall 24 repert yield to its investors in aecordenee with regulations of the federal Seeuf4:tie5 and Smehange eammission applicable to reporting by fluj Te be eligible be reeeive funds firolm and invest! ftmels all bellelf e_ der this eharter; a rub}�e ftiRdsinvestment peel must ham an advisory board cempesed. de i have L eelat�emshlp with the peel: and are qualified to advise the peel, fer a e fHnds iRvestment peelrd under Ghapt" 49! and managed by a state agency: &r --- &r have—a- business 7 ..r-w1hip %Ati the poe i a_ei!l are qualified ed to advise p 'erl os/ . ILi Tz+l Te maintain eligibility to reeeive funds from and invest-4im� aft behalf ef an entity under this r be continuously rated me lower then APA or APA m or &t " equivelent rating by at least one Hatienally --1!d rating 5ervtee. Ts7 if the investment Plool operates an internet website, the lir l-f-4CcH end K) must be posted en the website. l J "1. To maintain el+gibility to reeeive funds from and invest fund aft behalf e4 an entity under this ehapter, an investment peal must make available to the entity an annual audited fineneial statement of the investme"t peel �i°i--whiehthe ms_'`�*+--^-`_j has funds - -----'. :Hf- -An -investment pool offers fee breakpeints based em fund investedy the investment peal in advertising investment rates MU5t imelude either all levels ef return ba5ed en the breakpoints provi estate the fewest-per le level of return based--enrthe le- of funds invested. Amended by Aets r , See. reff. Sept. 1, r Acts r45th 13eg. , . reff. Sept. 1, 399 . Amended b�y- I . I R.S. cf'r 1004 (H.B. 2226) , _ef 3, a ff. J m e 24 See. 2266.91ti . EXISTING INVESTMENTS; An entity i:5 Pter fequifed to liquidate sa.........ts that e a titheiited lnye5tmePits-at the tiffie of purchase. Added by Aets / 34th Leg. , ch. 46, / eff. Sept. 1, 1995# Aets / 74th Leg. , ch. 402, See. 1, eff. Sept. 1, 3-995. Amended-by Acts / 45th Leg. , / See. 19, eff. Sept. 1, 1993. -_. 2256. 01 9. RATING" —vrEERTAIN !LAVES-MEN1 var ; publie fund investment t PeOl MUst 15e-eentin eus ed ne-lower tz°'r�rrtAAA n n n at an equivalent rating by at least ene nationally reeegnized rating 3-e F�3 Ee 199c 7 Ani r 1, ff.Sept. ��995115. Added � aA-��s�-r4��'e r+��ee— e-- - r-- -: - - 99-t 75th 7 r e°11 See 11, 1 a 1 1997 .�ef'tE�e�prEe�s����i�E�Leg. , E��sz����� t Amended by- Acts t 82nel 13eg. , . t / See. 8, eff. June iii See. 2256.029. nv'xxv HGRIZS9 RIVEST-MENT- r: !NSTI UT-IGNe nr urruSstibehaptern EaueATiew. in addition be the autherized investments permitted by this / r sell, an Wiest its fundsar els underits eentrel in the xe, 7 e- -n internaleesh management and fixed ineeme ftneis sponsored 15y organizations exempt from federal ineeme taxation under Sectien 5Gl (f) , Revenue Gode F 1-986 90L 26 U.S.G. negotiable certificates ef depesit issued by a bank tha--t has a certificate of deposit rating of at least 1 or the equ�valent by a nationally reee g Pt rzed o f ed i t rat ng &fie y ar-that is assee i a cc"a--'ve3-`crh holding eempany having a eemmereial paper rating of at least AP-1, / Oi ff n�� 1 +learperatebends, debentures, or similar F4F2h# categories,highest long term rating the tit Added- y Rets ' n� 74thbeg. , eh. 492, See. 1, Sept. I; i995. Z3 see. 2256- 02917 R{Tm'1"l'nee-7RIZEE^.IB!NVESTMENTS; M NIeITa PA1 UTI ITT• r_1 pr memieiplity that eWFtS lei i5engagedrry-1 t�iz enter inte a hedging centreet and related security and in5UfaM egrF.efftent.S in relatien t5 ••l Bill naturalgas, eewi r mueleaE fuel a-ftd A- Futures Trading s#ear-and the Seeurities and Exehange Gemmissien. 14 chapter,this • 03,) a re4;pally ewned e reetrre--e-r 985 utility undera hedging eantraet er Eelated agreeffie n t in relatien t e fuel _E fu-e_ expense, amel the utility may eredit any ameunts it utility or the body vested with power to manage and operate the munieipally e'med-eleetreefg5 Utility May Set pel 1 ey - '. --�-- g w_d _ ... �l -1 l -7- ~'7 �'7-~"7 L e r X11 T "hedging" q fthisection, oil, natural qa5, eeasay-Fraeear feel-, aTd-eleetrie energy futures er options or similar contreets an these eemmedit4�e5 and related transportation costs as a protection 8gBin5t 1053 dUe to prie-e f et at Added by Aets r46th Leg. , • rSee. r • Sept. r . Acts rr����nn�� r . , . r r ► • r ZflQT. See. 2256. rl2027 . MUNICIPAL FUNDS F.p(9M MANAGEMENT A' ME1T ND DEVELOPMENT E PTOPMLNT 8F MrI-NERAn RIGHTS; (aj Twradditien-te 6th" investments autheriEed under this a eipality may invest r fer r ga5, or other mineral develepment in any tnvestment authorized t-obe made by a tfU5tee under Subtitle B, Title 9, Pr-eperty Geele (Texas Tv 2A a)-) Funds A;nvested by - . -. pality under this sectien shall: be Added by Aets 2909, Olst beg. , R-S. , S.B. 894) , See. 1, eSeptember `s A DIST- IGT-S. l e l 7 n this "d �lr�,e„ r C a 7 STrGTrr�� S�"t�eTl�LTSs��l�_ -9 a rArticleror Section 591, Artiele ► Texas y u l in sTdditt9n t8the--authorized investments permitted by this 5ebehapter, a pert-,aEelistriet may perehase, ell, and xnvestrtsfund3 and funds 4TdE-i its eantrv-riTr-negotiable eertiiieate5 ef depesit�-rssiicc the- equivalentenally reeegmi2ed eredit rating ageney s E that i s asseeiatedrth a- helding eempany having-aeemmeteia-lpapEr- rating ef at least A-3--, P I, or the equivalent by a national!, -e-egnized eEedit rating agency. Added by Rets 2911, 82nd beg. , . , . , See. , . September r 2911. S___ 2256. 02047 UT-11f1R77.TED T YESTMlENTS: 1NIMPENE) 'ENT SGI109b DISTRIrm[S, W Tom, a.h ct It tt \teI corporate bondMean5 a 5e...'-. --red debtebligatxex-issued by a-defne5tie-bu5i Less rand ratednetlewe= the "AA " firm The term does not include a debt obligatien t seekholder er shareholder in the entity, er any affiliate-,e entity,of the that issued the debt obligationt er R-) *is an unseeufed debt ebIA:qatien. �L l►+! This section applies only to an independent 5eheel distriet that fei in adelition to authorized investments permitted by thi7s stbehapter, -an independent seheeldistriet subjeet to-this -eet-en may purehaser5e,sell, and invest itsfunds mzsriiinds enderstSeentrel in rat the tifne of purchase, investment rating firm nAA n or the equivalent and have estated final maturity that 4.9 net later then the third annivensary of e { An independent s"eheal dist3i-t5ubje t-9 this seet'LOR is met autherized by this section. te,, invest in the aggEegate more then 15 percent of its monthly 1 I! r.p5y t1q_ rves, and er fund held feF the ef bt RL) �yr-1-� service, r ar invest more tha 2-JpercentDT subsidiaries and affiliates of the entity. W An independent 5ehool distriet stbject to this section may puEehase, sell, and invest it5 funds and funds under its contrel in Cir u".'--°'d 4-t-5 investment poliey to authorize bunds as an eligible investment; R4 adepts precedures to provide for W monitoring ratimg changes in comp-o-amte bands acquired with public funds; and f 1 1*+! dating the investment in f and 1 V identifie5 the funds eligible to be invested 'LIL L-U.LFU.L=t�, lFThe investment effieer ef an independent 5ehoel 4-4 �� yii�p district, acting en behalf G3'lZ d�striet, shall sell earparate hands in which th-i! distfiet has invested its funds net later then the seventh clay after the �T7 issue_ a release that places the cerporate bonds or the BRQ-5T*ra businessentity that --=-ed the --te^or-te bends en negative eredit watch or the equivalent, if the corporate bonds are rated "Rh " or the equivalent at the time- he release isissuedt e-r RL) ehanges the rating on the corporate bends t a rating I:wwt-r thaft " AA--" er the equivalerrt-. �q4 GerpeEate bends a�e met an eligible -investment for a public T-1]TTCI-s investment Plea!r Added by Aets r 82nd . I r Sec. 1, eff. vim - 2911 .r See. 2256.0205. AnU-r-rrvr�IZED lN-a-LSx-c rrr�'S;---9Sayi srarrs-ryNI 'Qy-TRUST. n this section: W "Peeemmissiening trust" means a trust created to provi the--Nuclear Regltery G_: rr___1eal assYYa10ee thatfunds will l7 Le a 1aLl far ptEpe s e s as r equireel under 10 e. F.R. Part 50 or other similar regulation7; regardless aff whether the money i5 censidered to be public funds unde this sul5ehapter. Cbi in aelditiamto other invest-ments autherized--- th subehapter, a munieipality that owns a mmun.cipal electric titility that engaged in the d�stributiem and sale of eleetrie energy or natural gas to the publie may invest funds held—i-n adeeemmiss±eming-trust i n a n y investment autherized ]By Subtitle B, Title 97 Property . Added by Aets 2005, 79th . , . , See. 1, 29()S. See. 2256.021z EFS i.1n investment that Eting undeEth s subehapter leas--met qualify a an autherized investment during the peried the investment does not have the minimum --ti- q , An ent ty shall tale all: prudent Rea5ttfe5 that are consistent with !t5 investment pe!A:ey to liquidate an investment that doe not have the minimum ratiney-. Added by Aets 1995, . , eh. 492, , 1995. See. 2256- 922; SXPANS19N OF !NYESTPqBNT AUTMIGRITY; Expansion of �...,.ni.. ..t er shall rPf1911 rP � Yi SjF �e9 El-� �5' -- --- assessment bythie 5tate auditer or perfeEmed--at the di>=eet4:en of the--st-a auditor, subj e ta- the legislative audieammitteels a pprevel-e.E ineluding the-review in the—audit plan under &eetie=,-3z-1.013. Added by Aets 1995, 34th Leg. , , eff. Sept. 1, . fkfnemeled by Aets 2093, 48th . , eh. 385, See. 42, eff. Sept. 1, 2003. 24 See. 2266.923. fai Not leas than r the investment efficer shall prepare and stbmit to th ge fibed-ewe entity a written report of 4:nve5tmen; tEaMSaetl---- fla-) The report must., (-I-} eke s eErle—i n detail the- investment position o the date of the repert R-) be prepared jointly by all investment effieer5 of the entity; rri�x� 11-'Ientity; lir eantain a summary statement of each peeled fund group that states t�rL—. W beginning market value for the reporting lnn xt r yuJ rand JG) fully aeerued interest far the reperting peri-&&, 1SJ state the book value and market value of eaeh separately invested as5et at the end ef the reporting peried by the type of asset fund type r Kr)f 6H state the accetnt or fund or peeled group fund in the state ageney or leeal gevernment for which eaeh individual investment was aeqtired: and f,&) state the compliance of the investment portfolio of the ($) relevant pie.,visions of this ehapter. �ej The report she!! be presented not less than quarterly te the- . 3 body and the chief executive officer of the entity withi a reasenable time after- the end of the period; Sa! if an entity invests in other than meney market mutual fundsr deposit,certificates of or money market accounts or similer eeeeunts, reports prepared by the :�nvestment officers under this seetlen shall 15e- €ea teviewed at least annually by an independent audit r, and t ,. 24 Esu l t et the Eevresrshall be repefted to th- mg beely by that - t Added by Aets 19954t-h�eg:, eh. 492, See. 11eff. Sept. , 1995. Amended by Aets 199q, 45th Leg. F ch. 1421, See. 12, eff. Sept. 1, . rets 2011, . , w . , , See` 9, a ff. June 17 _T0 1T i See, 2256.924 . fe-) Ti'tC authority granted by this subehapter i5 in addition te that granted by other law Emeept a pr-evided by this subehapter dees—ire pfehl-ETir-aTinvestment -ter- -y authorized -1 other le,wt er O�-i Eeepr with respeet ta-tease-investing entities--deser+bed in investing entity, netwith5tanding any other oir e-f this chapter or y erther l-" t the -_rt_a . [zc+ -1 rr�^� that may firsttie-an investment desibad in Seetien 2256. 909 (b) are bj- the Texas Department ef Housing and Gemunity Affairs or a f-2-) �t Local Government t d an entity created under ehapter / f O-fan entity 11 7�tt } 394, Added by Aets 1995, 74th Leg. , , See. , eif. Sept. , . See. . SELEGTION GF AUTHORIZED BROKERS. The governing body ef an entity subjeet te this subehapter er the designated investment eemrtte e—ef the entity a l l at least annually/ "review rn i e::, y r s_., i� adopt a list af qualified brekers that are at2thorized to engage in investment transaetions with the entity. See. 2256.926. STATUTORY GGMPLIANGS. All investments made by entities must eemply with this subehapter and all federal state, and lee&! statue=, rules or regulations; See. 2256.051. 9 F3GT- C4'C�IG Cp"Cn - T-R �S'FT[ -. Any leeal: gevernment ma Amended by Aets 1996, 74th Leg. , eh. , , . See. 2256.952. nP 13VAT ITE)ar Netwith5tanding any ether r state ageney shali empley a private auditor if authorized by the legislative--audit oemmitteeither on the committee' s initiative--arca request of the geverning bedy of the agency; See. 2-256.953; NT FOR e.nrURITrne. nURefiJ1SSB BY STATE. The eamptraller er the disburs-ing eff�eer of an ageney that has the power to invest assets direetly may pay for authorized securities purchased from mr Seeuritles Dealers or frem or through a national or state bank on. seeerities have been parehased by the board or ageney and that the smou te be paid for the seeuri:t-' e- -- Just, due, and unpai&. A purchase of seeuri:tie5 may met be made at a price that exceeds the existing marke value ef the seeurities. 30 Amended by Aets 1995, 44th • r • f • f f r Aets r75th beg. , r See. 8 . 67, r 1997 . seeu_1-• p _eh seder this chapter -__ y be delivered e_ed a._ the __ as_-S 1 T a bank, er the beard or ag-..-., .nuesting its funds. The delivery she!! be made under nermal and reeegnized preetiees in the securities and banking ladestEiesr Bank. Amended by Aets r 74th Leg. , eh. 492, See. ► eff. Sept. r r Aets I • ► I - I r . See. 2256. 955: E)SPGSIT- OF SSEURITIES PUREHASED BY STATE. At the d_-3 r e etieneff the eemptreller er the age, this ehapter may be deposited in trest with a bank or federal re�erve b FST 4.f eh ..7... g .. whether in outside the state. The depesit shall be held in the entity' s: name as evideneed by a trust receipt ef the bank with which the securities are deposited. Amended by Aets f • I ! f f I Aets ► 45th Leg. , r See. 8. 69, eff. Sept. I APPENDIX 8— Gede of Eth*os- A RTIGL C V. CODE AC ET-HIG 01-1i zrc c-r-rrr�,— DIVISION 1. RULES OF CONDUCT See.2310. Preamble. €cw possible se"etmensT y define pfeper candue!so that these who must comply nmy understand!he rules and earry ou!iheir n - .. ... . onsistently with ihe rules. !I is recopired!hot rin such shuations, council membefssbeard meanbeFs, and employees afe eneatim9ed to keep in fnind!he ideal aFthe publie trust andie .a......1..........1......: a manneF{$ avoid the appeafaftee of improprieAy eyen where not compelled by the ru We eaunei'mefabef believes thai he/she should abstain from voting on an item to a-void the appeamilee ef imprep&-ty.as eneeumged by this eede of eth 9 es Ordinance,or who in diseussing or vaiing on an issuci unable!a inke an unbiased t The city recognives that eity eatfneil members are alse members of ilte seeie!y and,dierefere,eanno*and eouneil fnemben Fein-in their iights as citizens io ifoefesi!i ofa pefsenal or eeeneinie naiure and their rights to t e-iy eaune-I membefs may not use ilteir posiIians in dealing with die city manageemployees!a adyaHee their personal eceneinic P , interest,their fain i eeenemie which they have a substantial intefest. (Ord.No.23772, 41,9 21 1999;Ard.No.9=9179,x 1,c 1 2 2009;Ord.No.028271 $2,a 18 2009+n_a Ne 029428,�r 27 12) See.'_zi 1. i _7 isf.a�.0rds. • C.. .l.. :d.. (2)Yeu shall not gran!any speeial eatisidermien,treatment or advantffp 1e any person or group beyon that whieh ir,available to others generally (3)(a)Yeu shall not use e:iy rpersennel, officers,equipment or supplies fat!purperses unrelated to the fnafshals fney wear their eiiy issued uniforms,badges,and oiher uniform a empleyffieniT uniforms,badges, and otherunifena T and tise iheiF eity issued radios an appFaved off-duty fire wateh efnploym p-. a (4) Unless you are a couneil member;you shall not use!he prestige oFyour position with the city Oil behalf of any policieal pofty or cause. (5)You shall mai"la:"appfopti 9 with other effieials,employees,eusiamefs, , and individual iees kafn You OF youf afgaftmaiianal unk,and shall no!use yew , .tan!a eagage in any inappropriate Personal relationships. -by way of giR favor, loan or aiherwise the!fnigh!reasanabiy lend !a influenee you in ffie dischuge efyouf offleial dmies or whieli yau knew or should have known wns oRred widt die intent to _n. _ or re _a 8 wedding± r , riiiness, denth,or holiday,provided thai ihe-value of the gift fisfeimbursement ef expenses,for-travel in eieess of authorized fates undeF eity pal-ey will be tresied as a pemonal gift to the official or employee for any applieable fepo award or reward is rmsenablein light oF flie aceasion and it is not pFohibiIed under Texas Code Seetion 36.08(Gifk w Publie Servant by Person Subjee!to His ; (4)A loan fiam a lending infitimiott made in its regular eaurse of business an flie gorne ierms (5)A scholarship or fellowship awarded an the saine tenns and based on the same efitefin the!are applied 1e other applieanE, (-7-)Admission to an event in whieli the eity offleial or employee is partieipwing 4 fi eanneetoon with his or her r position; , panel diseussion,dinner,vie or similar evem,oRred by!be sponsor ef the event and unsolieked by the eity oFfiewal of: �+ i}� : (A)!hv oFficial or employe !he even!a S speaker or panel partie-pant by (B)the offleial or employee pefforms a ceremonial funeii to that ,, event,10)Admission to a ehnnty event pr-oAded by the sponsor of the rufflished to all sr duties, in whieh you or ofte oF your relatives have a- / official (ii) Abstain fiem any vote or deei-sion (i:;)Net paftie-paie in any discussion an!he fnatier wiIh membefs of the eouneil,the city manager,or city employem (a) ro theif duties realsoledd le eentmet or business it-anseetion in which you aft ene of your,relatives have&eenflie [p lF cemply with(?;(A)fis seen 85 you beeeme aware that you htive or should have been itwore flint you have [n7 1 ff eapeeity, $ famber of the eky 1 baord of P or any eiiy employee you are dealing with thom you -iiies or l�7Y-eu shall not e F1 be�,,i�^^'^' wifli die full and preper dis I _ 6 fflei Eil dufies,impair your independent judgmem im the perfbnnonee of your duties,or fefleet diseredk upon the eiiy-. dwies 7lCfion odvefifl h-mv EYij- 1 federal,erteept as fequifed by low execution oF pfogm!vls mime,(IS)You shall not engage in any Niony 1 !he!refleet.. .J:..ere.J:i a the e member; !be City of Gerpus Glifisii. alibeindependembeaMpFeeessa aeouneil !you shall not speak befbre any city1 {�8}As a eeuneil member-,yeu shall ne!sive any orders w any empleyee exeept through the eity muftam as pmyided by the City Charter, 3 (19)Asa couneil HiembeF,yeti shall not panie-ipaje in the process For the appointment OF or!he eenfinnation of!he appointment eF a member!a a board,commission or commiIiee of the eity,or to (l) 1 1sie La (2) is youF empkIeF. , Texas Leee Govemment Code)whieh is your empleyen,or (4)Owns ien(19)per eent BF MGFe af the Yet' Of a business entity m-hieh ir,yew emplayen tw "�ti rsio for beiartfi►tcVtTbo.4' (20)As a beard member,you shall fie!haye a substamial iniefes!in any contraet with the eity in whieh I the eky depamment felated thereie,has jutisdiefien. board,your ea ,!he eily , employee,or any beard which has appellmejurisdietien(2-2)As an employee you shall HABI 118mve OR iWeFeSI IIR ih flie e:iy.This pFohibiIien does tie! inelude any empleyment contract whieh may be ott&mimd for the manager,(23) Unless previously recommended by the eiiy and approved by!he eihies commission, employee, as an yeu shall ,within twelve(12)unenths afier leaving My 9 fepreseng any other(24)As an employee,you shall no& represent OF appear-an behalFeF till I i i - i ofethefs before th eauneil of any beefd,ceminission or eemm'itee oF!he eky.(This rule does not prohibit you rfo appeaFing on behelFaFyouF own finaneial imeres!even though others may have the some or a similar (25)As )u may no!be employed by any business or individual who has business deafinpMilt of Fef youF 1 department, f P unl esTIr1, city's f OF to pmvide delails of any (n_.1 A1. 20401'1: f 9 19 1 .20913, f 9 , .- rf �4'ff 9 Ord. 11 1nnn, n_ 'N 94617 Y 1 1 10 n Inn 1;n_a a1...025469/ 11 c .9.5 9004;n_a w1_.0746091 k 1, 1.1...0281901 19 2909; l.l Ne 0_8_71 Y 2,Q 18 2009;Gfd.Ne.02941—&,4 11 4 94 2012;n_J No 029464 � 1 ]) „„te� 2 312. DeFinitlems. &aFdmjembei=A mefnbeF efORY beard,eemmission ar eammittee ofihe city, including the board of 4 sobsiantial ar f ! ! ,fill 5 abRity to make an impartial deeision; &-onigode befiefif-i An action tha! is likely to offeet an eeenofnie intemt if it is likely(a have an eMet a il'1e1'Ce Entpki�ivv. Any pefsen employed by the / t including part-tim 0 1A•1• '• '"imeres!whieh is shared by and available ta" / lr1 oky eF is less than me hundred dellafs e 00.00)in or �]An amraciorwhieh has ? l"1 city,is ^^��^^--rr t and is not ubterfuge to eireuinvem eerie of he n (4)-M eminew domnain pfevided that the piepefty must be oequired For a publie purpose and jus! must be paid under the Texas Constitution a fier obtaining an independent appmim-16 fiiv• Spouse, f 1 / t 1 /Nmher in / mother in 1 brothef in 1 sister in /son in 1 some as natuml Felatienship& ".J B mere efvefifig sieek er-shems of!he business enthy or owns ten(10)pef een!er more or five ihousand dollms W of mere of the Wrmarket value oF!he bu Funds received from ihe business eniky t ''-.^.. tie! •'' amuket value of two thousand five hundred dollars(52,500.00)or mom. 1I9..i AI.. 20741T ff 919 1999; Ord At, OHM 170, § 2! C 12 3009;! '! A. 028271, 3, y 18 2009y,n_J L. 11304185f. 177 9�� See.2 @17. Me!..P..t..1.. iefti vivi'oiivn ! benrd member or employee to member, by tit oily Wess the ae6e"would not lift-ve bee"approved wiflieu!she voie oRhe persort who vielaied the rules of (Ofd.No.1018 r n r O]'7 (Ofd. • See.2 314. Eieeptions to obsienuien requirement; ng ions,-din rule 7 of&he fules a F eanduet she!!nei apply in the followings ituat .te a: ..1.. ..C.. r-Ri;fliei..P: m.OF1 the .,s and .la beFeq ...E to absiaim,'e f (b)On the RitM Fraen-sr rd^^ {OivNo.207r 4 t,n 19 Ioro) Cress reference—Rimes&Feeflduet,-4 F� • . member,board membef er employee,te exefei5e his ef her-righ!Of eYpFeSS*BH undef 6L.S-.eF T-ex Cons crsadef Is, t o 10 1989) • . SffE3vft-ilHfl . fA Fwgh-lep-04 J".1 if,with respeel ie any eliem,tit pefsea engages in 1..4.1...:......,..:.:.:...- P .....«' I.I. Tor. (1)hkftiht maleft A person who owns,publishes or:9 emp'oyed by. (A)it newspopef; }a radie statien; (D).. .,.1,,..:.:,.. . .:..., bons fide news medium thei in the erdinary eeame of business disseminates Fkewr, a r go-vemme.....1 bed. ........a the..:.., (44 Unlatatep mmitieOid qtte�fitqny. A person wile does tiet know and haS He Feasen ie kinew ihai-w CSE} no!Yew on OF haVL- final autherky ever any meHie'-pal question involved mid se lefkg s5 ski 6 one eyeamplies with Rule 4.02 of oheTemes Diseiplinary Rules OPFOfessional C-8FIdue!,Rs- &Aseetiom B.Defff tWeyom The Following w....d..and..h Faces have the meaning asefibed to Tt..,.., ... this se..,:a« Unless Tl.e.. .,serf fequiFes ether-wise; (a)C-ii);offiehilineans die members of the e ty couneil,city manager,deputy and ass siant committeejudges,and all members efany4m,4'. of the eit..,:....t.d:....,4.e beard.•.0 (b)acm means any person en whose behalf lobbying is eanducted. in die ease ef a eealitien e MHIM.. :...:.,., a..d nP-f:f.. :..d:..:dual. ...{eFs 4 , faem lily OF other,thing of value oF flmanelall h-P-AP-F4, shal 1 s person making bhe paymem.Compensaiien does Fie!inelude the financ-iiii gain that a peFSOF1 May "e�a5 @ ,unless!hot gain is in ihe Farm oFn eanfingent Fee (d)LeWer FB a eity effieial, qI,u+ , , ,alb a�a� l befbFe eity eeuneil or any beard or rineluding bui net limited ie pmpesed flcti r +in the FeFFn oFefdonaftees,resolutia • eammendations,repam, fegulafiensr r r + Efflefiens, r ofiensor-ea.-- 11-IMM FRURieipal quesiien does no! inelude die day ie e r + +admIn siratAor oFeity programs and policies rubseeei m G Reghiifdihm. (e) A regisiration fen"sholl be eempleted and filed by a person required to filie (e)The fe&tratieti Miall be on Ek form preseribed by ih and sliall r tG (�� 44w full name,phone numbef,pefmanent address,and numfe aFthe business efi C�7 tile regisimm the client Finn fbp the ith i mtd + l QA �( repistram shall file an amended a1w,.. \M!•• y d w1•n et (e)A mgisifant may file a teminafien of registraiion when no longer required to mgi (Ofd 1.[.. 73772 7P4 O 91 1999) • Sees.2-314 2 319. Reserved-. APPENDIX ReselutieR Approved and investment StFategies fer fiseal year 2016 2017. {A141GQEAC, r,,,the Gity of Gers Ghristi's investment Pei e.. and inyee.te,..ee.t 022390 a [^T 24,, 1995; 1t HEocec the Texas b„hlie C„ndr, lRyestment Aet r n the g a hedy e)01�6 en Nevember-16, oesel„tier, Ne nvavm en ne,e,eFnbe F 16, 2946; and ftGal YS 2016T2017 nn Ae. embe► 18, � with , , , TheFefer—e, be F 'r . Ceetia,n 11 The Gity Toi,r,eil hetes reteiemted the Gity of Gero,,s rhOsti's Int, epT 2016 291:7.—A eep�yell Im Gity of Born„s Ghricti'o Inyesnment P.vlinti, inWhinh snntas the separate investment is StFategiies, ,, this re celtien as Exhibit A and iS iete this Feselution a if set out he►e i ito e►,ti►et,• Sestion With an updated issuanee date that GGiRsides with the d-ate this PP-q�A-1-UNCGR i-S • , passed, the ty FeaffiFms the Gity ef Ger-pus 2n1a201 �r strategies in full forr+e ane- effeet A TTC @ T. 7'ti'1"1'L�r CITY OF CORPUS CHRIST! 7 f The abeve r-eselut on was passed by the fellevARg veW. Isar. Me—ueen Rudy Gama akk RAinha.,,�..l++L,,...1,,u..��teF jee MG Nit. Ben Me {p Wee Crni4h m Gafelym Vaughn 2471 A nT9TTGTTP77vi 0 APPENDIX D Corpus Christi Gode of Ordinenees Ghapter 39 Personnel Arfiele 1 In General See.39 14. Legal..1 def n d :..de.....se:...•s....of elty affl...._..mW es. (a)Defittifimis. For the pofposes of Raisseetion the tem n 1. effi6al of the eimy;and flie tem"employee" r whether under eivil riReluding firemen and palieeknen,and shall iRelude autherized valuateers, velumeeF program approved by the eity manager. whe is liable f9F!be payment oF any elaims oF damage arising ..r..f the..a...... and seepa 9-�ew....lepne..r .4...11 ke e..r:rled r..:«de.....:i:....r en 4...rl.e Sky.......:ded that*he sets or emissiens r-e ulting in sueh liability were done in geed Faith and without inalkieus e felantaus the iefme • For the purposes afthis 9 emplernent1 employee is engaged in outside emple"nent OF iS FendeFing eenvoetual seFyiees to semeene eflier!hen ,.Ls.. SVI...rl.e.rl.o....1........e done 7.v good f:.:rl. ...:d.....r .....I:..:....A of f:.l....:......:..•e..r ....d..,:d.:.. d....+....��.. r r and scope efempleyinen!Aall be determined by the r and sueh Mo.n-FIld.-RM shall be Final for th + 7 + mpmsentation and indemnity have been denied by flie eimy, ifupen a ifi I-R.Fl.uhm m.0—Fits!he eity deiennineS faith, :rt.....a.�..J: ..felonious ..rem«..d within+1... � suit eReted Milieu! and the eky fese-ver,the right to assert any defease and make any seitlemem r venutdom im aetiopi-.v. The eity she'! hfive the right and duty te provide legal repfesengafien!kHmIgh dweity ' r oF in its&ereflen thffiUgh the seleefien of outside al r ..r4.e.a .:1 ....r:e..against S ..1. .. f indemnifleation 25 se! forth in this seeiian.Sueh legal fepmentation shall be prmided a!"a east to ih tke-seleexpens time a-Mle-ew off emp!eyee.Theo Meer or employee shall eeBPL'FHte fully w kh the eky case, em�leyeer s Fight to fepFesentafien and indemnity under-;his seefien. (d)0049 deftnie.v, NeIhing in this seetion she!'1 be eenstmed its weiving the 6 i y' For any suk or claim arising under!he as Ton Gems Aet,!he indefnit4y provided by-this ..•:.... shall be 1:...:...a to •applicable to the - . P as amended The provisions of!Ms seetion sholl apply only where!be city has been given notiec oF the netion (e)Afedee' �'r^-�-'r V! day- eFpr-eem upon the offieer or employe (4)Dhwiplimaq awiomv. Nothing in this seefien shall prevent the oky ftem taking dirwiplinary any offieer of:employee FOF conduel defended or indemnified by the eity under!his f ..f:...... ..1...-:,... ..C.l...e .:1 \O/ oF Sainst him eF her in suits by or on behiliferille Thr employee. (n.d No I4190 4 1 r 17 1979. Ora 1.1_ 17967 4§ 1 's 19 a 1993. Ort ►.1_ 199ez � 1 7 11 1987;CWd_ Ne• 19864, .r 1,7 71 1997) Ems note _ t;ame.l..numbered 4 3946, EXHIBIT B North Padre Island Development Corporation Investment Policy and Investment Strategy Adopted August 21, 2018 TABLE OF CONTENTS I. POLICY STATEMENT...........................................................................................1 II. SCOPE................................................................................................................1 III. PRUDENCE........................................................................................................1 IV. OBJECTIVES......................................................................................................2 V. LEGAL LIMITATIONS AND AUTHORITIES ...........................................................2 VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY.........................................2 VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS ...................3 VIII. AUTHORIZED INVESTMENTS..........................................................................4 IX. COLLATERALIZATION........................................................................................5 X. SAFEKEEPING ....................................................................................................5 XI. INTERNAL CONTROLS.......................................................................................6 XII. REPORTING .....................................................................................................7 XIII. DEPOSITORIES................................................................................................7 XIV. INVESTMENT POLICY ADOPTION ...................................................................7 XV. INVESTMENT STRATEGY .................................................................................8 XVI. GLOSSARY ....................................................................................................10 APPENDICES A. TEXAS PUBLIC FUNDS INVESTMENT ACT............................................................12 B. RESOLUTION...........................................................................................................49 i NORTH PADRE ISLAND DEVELOPMENT CORPORATION INVESTMENT POLICY AND STRATEGY Adopted August 21, 2018 This Investment Policy sets forth the specific policies and guidelines and general strategy for the investment of funds of the North Padre Island Development Corporation (the "Corporation") in order to achieve the Corporation's goals of safety, liquidity, diversification, and yield and to preserve the public trust. This Policy satisfies the state statutory requirements of the Public Funds Investment Act, Texas Government Code, Chapter 2256 (the "Act") to define and adopt a formal investment policy and strategy and assures compliance with the Act. I. POLICY STATEMENT It is the policy of the Corporation that the administration of its funds and the investment of those funds shall be handled as its highest public trust. Investments shall be made in a manner which will provide maximum security of principal invested through risk management and diversification strategies while meeting the cash flow needs of the Corporation. The receipt of a reasonable yield will be secondary to the requirements for safety and liquidity. Earnings from investment will be used in a manner that best serves the interests of the Corporation. II. SCOPE This Investment Policy applies to all the financial assets of the Corporation. III. PRUDENCE The standard of care established by law to be used in the investment process shall be the "prudent person standard" and shall be applied in the context of managing the overall portfolio, rather than a consideration as to the prudence of a single investment. The standard states that: Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, notforspeculation, butfor investment, considering the probable safety of their principal as well as the probable income to be derived. 1 IV. OBJECTIVES All funds shall be managed and invested with four primary objectives, in order of their priority: safety, liquidity, diversification and yield. a. Safety: The preservation and safety of principal is the Corporation's foremost objective. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Authorized investments are chosen for their high credit quality and stability. b. Liquidity: The portfolio shall remain sufficiently liquid, and retain a liquidity buffer,to assure that the Corporation meets all reasonably anticipated expenditures. Investment decisions will be based on anticipated cash flows and only high-credit quality securities will be used for their marketability. c. Diversification: The Corporation will diversify its investments by maturity and market sector in an effort to avoid incurring unreasonable and avoidable market risks. d. Yield: The portfolio shall be designed with the objective of attaining a reasonable market yield taking into account the investment risk constraints and liquidity needs of the Corporation. V. LEGAL LIMITATIONS AND AUTHORITIES Specific investment parameters for the investment of public funds in Texas are found in the Act. All investments will be made in accordance with these statutes. In addition, investments shall conform to all financial indentures and trust requirements. VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY a. Corporation Board The Corporation Board has ultimate fiduciary responsibility for all funds. The Board is responsible for reviewing and adopting the Investment Policy and Strategy on no less than an annual basis. The Board has resolved to designate the Investment Committee of the City of Corpus Christi and the authorized Investment Officers of the City of Corpus Christi as the Corporation's Investment Committee and Investment Officers, respectively. The Treasurer or Assistant Treasurer of the Corporation Board will coordinate with these Investment Officers on all strategy and purchase decisions to provide cash flow 2 requirements. This will provide efficiency and cost effectiveness but retain control of investment strategy and final decision-making by the Corporation. The Board shall receive and review quarterly investment reports from the Investment Committee. b. Investment Committee An Investment Committee shall meet at least quarterly to review and determine operational strategies and to monitor investment results. The Investment Committee shall include in its deliberation such topics as: economic outlook, diversification, maturity structure, risk, and performance of the portfolio. The Investment Committee shall be responsible for monitoring, reviewing, and making recommendations regarding the Investment Policy and Strategy to the Corporation Board. The Investment Committee will review quarterly investment reports before submission to the Board. c. Investment Officer The Investment Officers will be responsible for the daily operations of the investment program and provide complete reports to the Investment Committee on a quarterly basis. The Investment Officers will retain all documentation on investment transactions and will direct the settlement and safekeeping of securities in accordance with any controlling Indenture of Trust. Should funds be removed from Trust,the Investment Officers will settle investments into the City's safekeeping account and provide documentation of the safekeeping to the Board representatives. All participants in the investment process shall seek to act responsibly as custodians of the public trust. The Investment Officers will avoid any transaction that might impair public confidence in the Corporation. The Investment Officers may not engage in an investment transaction except as provided under the terms of this Policy. VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS All investment transactions shall be made through the financial institutions or broker/dealers the City Investment Committee has approved, and all requirements for these institutions of the City are to be met for Corporation funds. No investment transactions may be entered into with a brokerage subsidiary of the City or the Corporation's safekeeping bank in order to perfect delivery versus payment (DVP) requirements for trade independence. Each authorized financial institution and broker/dealer will be provided a copy of the Corporation's Investment Policy to assure that they are familiar with the goals and objectives of the Corporation. If material changes are made to the Policy, a new Policy will be sent. Any local government investment pools in which the Corporation participates shall sign a 3 written certification, in a form acceptable to the Corporation, substantially to the effect that the pool has: a. Received, and thoroughly reviewed the Policy, and b. Acknowledged that the pool has implemented reasonable controls and procedures in an effort to preclude investment transactions not authorized by the Policy. VIII.AUTHORIZED INVESTMENTS a. Investments Authorized investments under this Policy shall be limited to the instruments listed below as further described by the Act. If additional types of securities are approved for investment of public funds by state statute, they will not be eligible for investment by the Corporation until this policy has been amended and the amended version adopted by the Corporation Board. 1. Obligations of the US Government, its agencies and instrumentalities, excluding mortgage backed securities, with a maximum stated maturity of three (3) years. (2256.009(1)) 2. Fully FDIC insured depository certificates of deposit of banks doing business in Texas with a maximum maturity of one year. (2256.010) 3. Fully collateralized direct repurchase agreements with a defined termination date secured in accordance with this policy and placed with a primary securities dealer. All repurchase agreement transactions shall be governed in accordance with the Act. The maximum stated maturity shall be one year with the exception of flex repurchase agreements used for bond proceeds capital projects. The flex repurchase agreement transaction shall be matched to the expenditure plan of the bonds. (2256.011) 4. AAA, or equivalent, rated local government investment pools defined by the Act and striving to maintain a $1 NAV and specifically approved for participation by a resolution of the Board. (2256.016) 5. AAA-rated, SEC registered money market mutual funds which strive to maintain a $1 net asset value. (2256.0.14(a)) 6. Fully FDIC insured interest bearing depository accounts of banks in Texas. (2256.009) 7. General debt obligations of any US state and any political subdivision of any US state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of two years. (2256.009) 8. FDIC insured brokered certificate of deposit securities from a bank in any US state, delivery versus payment to the City's safekeeping agent, not to exceed one year to maturity. Before purchase, the Investment Officers must verify the FDIC status of the bank on www.fdic.gov to assure the bank is FDIC insured. (2256.009) 9. A1/P1 rated commercial paper with a maximum maturity of 180 days. (2256.013) 4 10. Guaranteed investment contracts with a maximum maturity of two years and executed in accordance with the Act. (2256.015) 11. Securities lending transactions with primary dealers or banks doing business in Texas in accordance with the Act. (2256.0115) b. Competitive Bidding Requirement All securities, including depository certificates of deposit, will be purchased only after at least three (3) competitive offers are taken to verify that the Corporation is receiving fair market value/price for the investment. c. Delivery versus Payment Requirement All security transactions, including collateral for repurchase agreements, shall be conducted on a delivery versus payment (DVP) basis. IX. COLLATERALIZATION As a local government corporation,the Corporation is not authorized to have collateral pledged to it for time and demand bank deposits in accordance with FDIC regulations. Time and demand deposits in any bank holding company must be limited by the FDIC insurance level. a. Repurchase Agreements Owned Collateral Collateral under a repurchase agreement is owned by the Corporation. (2256.011) It will be held by an independent third-party safekeeping institution approved by the Corporation under an executed Bond Market Master Repurchase Agreement. Securities (collateral) with a market value totaling 102% of the principal and accrued interest of the repurchase agreement is required and the counter-party is responsible for the monitoring and maintaining of collateral and margins daily. Authorized collateral for repurchase agreements will include only: 1. Cash; 2. Obligations of the US Government, its agencies and instrumentalities including mortgage-backed securities and CMO which pass the bank test; or 3. Debt obligations of any US state or US state sub-division rated A or better by at least one nationally recognized rating agency. X. SAFEKEEPING The Corporation shall maintain safekeeping under the Indenture of Trust, as applicable. All security transactions shall be settled on a delivery versus payment (DVP) basis by the safekeeping institution. Should funds be removed from Trust, the Investment Officers will settle investments into the City's safekeeping account and provide documentation of the 5 safekeeping to the Board representatives. (2256.005) Securities shall not be held in any brokerage account. Securities shall not be bought from the Corporation's depository in order to provide perfected delivery versus payment. The safekeeping institution shall be required to issue safekeeping receipts listing each specific security, rate, description, maturity, CUSIP and other pertinent information which will be maintained by the Investment Officers. XI. INTERNAL CONTROLS The Investment Officers will maintain controls to regulate the activities of the investment program in accordance with this policy. The controls will be reviewed annually with the independent auditor of the City. The controls shall be designed to prevent loss of funds due to fraud, employee error, misrepresentation by third parties, unanticipated market changes, or imprudent actions. Internal controls deemed most important would include: competitive bidding, control of collusion, separation of duties, safekeeping, delegation of authority, and documentation. a. Cash Flow Forecasting Cash flow analysis and forecasting is designed to protect and sustain cash flow requirements of the Corporation. The Board will inform the Investment Officers of anticipated cash flows which will be used for cash flow and investment purposes. b. Loss of Rating The Investment Officers shall monitor, on no less than a weekly basis, the credit rating on all authorized investments in the portfolio which require ratings by policy or law. Ratings will be based upon independent information from a nationally recognized rating agency. If any security falls below the minimum rating required by Policy or law, the Investment Officers shall notify the Board of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within one week after the loss of the required rating. (2256.021) c. Monitoring FDIC Coverage The Investment Officers shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered CDs owned by the Corporation based upon information from the FDIC. If any bank has been acquired or merged with another bank in which brokered CDs are owned by the Corporation, the Investment Officers shall immediately liquidate any brokered CD which places the Corporation above the FDIC insurance level. 6 XII. REPORTING The Investment Officers shall provide quarterly reports to the Board in accordance with the Act (2256.023) and containing sufficient information to permit an informed outside reader to evaluate the performance of the investment program. At a minimum, the report shall include: a. Description of each investment and depository position, b. Amortized book and market values at the beginning and end of the reporting period, c. Amortized book value and market value of each separately invested asset at the beginning and end of the reporting period market by sector and fund, d. Maturity date of each separately invested asset, e. Account, fund or pooled fund group for which each investment was acquired (as applicable), f. Earnings for the period, and g. Overall yield for the portfolio(s) in comparison to its benchmark yield for the comparable period. Market prices for market value calculations shall be obtained from independent sources. XIII. DEPOSITORIES The Corporation will use the City's depository bank or, if applicable,the depository listed in the Indenture of Trust. The City designates one banking institution for banking services through a competitive process at least every five years. Written depository agreements shall be executed before funds are transferred. XIV. INVESTMENT POLICY ADOPTION The Corporation Board shall review and adopt by resolution its Investment Policy and Strategy not less than annually and the approving resolution shall designate any changes made to the Policy. 7 XV. INVESTMENT STRATEGY The Corporation portfolio will be designed and managed based on projected cash flows to provide for all anticipated and projected cash needs. The portfolio is to be managed pro- actively considering ongoing market changes but is essentially a buy-and-hold portfolio. Information on expected expenditures from the Board will be incorporated into investment decisions. The overall investment program shall be designed and managed with a degree of professionalism which is worthy of public trust. The Corporation maintains separate funds as required by the Indenture of Trust. Specific strategies for each fund are as follows: a. Pledged Revenue Fund Strategy — The Corporation's Pledged Revenue Fund is an aggregation of proceeds from bond issues and tax increment revenue. The objectives of this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. b. Reserve Fund Strategy — The Corporation's Reserve Fund are funds required by the Indenture of Trust to be maintained and intact throughout the life of the debt issue. The objectives of this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. c. Debt Service Fund Strategy—The Corporation's Debt Service Fund consists of interest 8 earnings from the Reserve Fund. Twice a year funds are transferred from the Pledged Revenue Fund to the Debt Service Fund for the debt service payment. The objectives for this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. The Corporation may combine funds for investment purposes into one portfolio while addressing all the needs of specific funds in the portfolio. The overall portfolio shall have a maximum dollar-weighted average maturity (WAM) of one year designed to meet anticipated cash flow needs. The risks in the portfolio shall be measured quarterly against a risk benchmark designed to mirror the authorized market investments and the Corporation's cash flow requirements. Because the portfolio is dictated by cash flow needs, the benchmark becomes a measure of risk which reflects the primary market rates matched to the WAM. With a maximum WAM of one year, the risk benchmark is established as the one-year Treasury Bill for the comparable period. The portfolio should track the risk benchmark but will naturally lag as market interest rates, which adjust daily, move. 9 XVI. GLOSSARY Agency— Federal government organizations setup for specific purposes such as management of resources, financial oversight or funding for specific purposes (ex: FNMA, FHLMC, GNMA, FHLB, FAMCA, FFCB, and TVA). They carry the implicit guarantee of the US Government. Benchmark — A recognized index or basis used to compare either performance or risk in a portfolio. In governmental portfolios, which are controlled by cash flow demands, the benchmark is used to measure risk. The benchmark is based on the primary markets used by the portfolio (US Treasuries) and the anticipated maturity of the portfolio (the WAM). Broker — A financial firm registered with FINRA, the SEC, and the State to bring a buyer and seller together for an investment transaction.A broker carries no inventory of securities owned by the firm. Dealer— Dealers carry an inventory of securities and sell from their inventory or broker trades as a broker. Primary dealers are recognized by the NY Fed and must adhere to strict financial requirements. Primary dealers transact in most markets domestically and internationally. Regional dealers are smaller firms and may focus on only specific markets. CUSIP Number — A 9-character alphanumeric code which identifies a financial security for purposes of facilitating clearing and settlement of trades. Custodian — An approved independent custodian charged with the safekeeping of securities owned by or pledged to the City. An independent custodian is one not affiliated with any pledging institution or counter-party. Delivery versus Payment (DVP) — The process whereby a custodian receives a security and verifies it is the correct security from the investor before any funds are released for its purchase. FINRA (Financial Institutions Regulatory Authority) — A self-regulated organization of broker/dealers. Instrumentality—Government agency or corporation established for a specific purpose. Investment Portfolio — Assets invested in securities and financial transactions including cash in bank accounts under authority of the Investment Policy. Securities—A fungible, negotiable financial instrument of financial value. Securities authorized by this Policy are debt instruments of the US Government or local governments. Securities Lending—A financial transaction in which securities owned by investing entity is lent 10 out on margin (for interest earnings). Ownership of the security remains with the lender. Fund from the lending transaction are reinvested for the same length of the loan providing incremental income to the portfolio. Settlement—The process of delivering a security to the new owner of that security. Settlement for book entry(electronic)securities is usually over the FedWire system of the Federal Reserve. Settlement done DVP assures the safest process because no funds are released until the security is received and verified by the custodian. WAM (Weighted Average Maturity) — The average period of time until portfolio securities mature, weighted by their book value in proportion to the total amount invested in the portfolio. 11 APPENDIX A Texas Public Funds Investment Act Texas Government Code: Chapter 2256 — Public Funds Investments Subchapter A—Authorized Investments for Governmental Entities GOVERNMENT CODE TITLE 10 . GENERAL GOVERNMENT SUBTITLE F. STATE AND LOCAL CONTRACTS AND FUND MANAGEMENT CHAPTER 2256 . PUBLIC FUNDS INVESTMENT SUBCHAPTER A. AUTHORIZED INVESTMENTS FOR GOVERNMENTAL ENTITIES Sec. 2256 . 001 . SHORT TITLE . This chapter may be cited as the Public Funds Investment Act . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 002 . DEFINITIONS . In this chapter: (1) "Bond proceeds" means the proceeds from the sale of bonds, notes, and other obligations issued by an entity, and reserves and funds maintained by an entity for debt service purposes . (2) "Book value" means the original acquisition cost of an investment plus or minus the accrued amortization or accretion. (3) "Funds" means public funds in the custody of a state agency or local government that : (A) are not required by law to be deposited in the state treasury; and (B) the investing entity has authority to invest . (4) "Institution of higher education" has the meaning assigned by Section 61 . 003, Education Code . (5) "Investing entity" and "entity" mean an entity subject to this chapter and described by Section 2256 . 003 . (6) "Investment pool" means an entity created under this code to invest public funds jointly on behalf of the entities that participate in the pool and whose investment objectives in order of priority are : (A) preservation and safety of principal; (B) liquidity; and (C) yield. 12 (7) "Local government" means a municipality, a county, a school district, a district or authority created under Section 52 (b) (1) or (2) , Article III, or Section 59, Article XVI, Texas Constitution, a fresh water supply district, a hospital district, and any political subdivision, authority, public corporation, body politic, or instrumentality of the State of Texas, and any nonprofit corporation acting on behalf of any of those entities . (8) "Market value" means the current face or par value of an investment multiplied by the net selling price of the security as quoted by a recognized market pricing source quoted on the valuation date . (9) "Pooled fund group" means an internally created fund of an investing entity in which one or more institutional accounts of the investing entity are invested. (10) "Qualified representative" means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (A) for a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (B) for a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (C) for an investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment pool to sign the written instrument on behalf of the investment pool; or (D) for an investment management firm registered under the Investment Advisers Act of 1940 (15 U. S .C. Section 80b-1 et seq. ) or, if not subject to registration under that Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm. (11) "School district" means a public school district. (12) "Separately invested asset" means an account or fund of a state agency or local government that is not invested in a pooled fund group. 13 (13) "State agency" means an office, department, commission, board, or other agency that is part of any branch of state government, an institution of higher education, and any nonprofit corporation acting on behalf of any of those entities . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 1, eff. Sept . 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 1, eff. Sept. 1, 1999 . Sec. 2256 . 003 . AUTHORITY TO INVEST FUNDS; ENTITIES SUBJECT TO THIS CHAPTER. (a) Each governing body of the following entities may purchase, sell, and invest its funds and funds under its control in investments authorized under this subchapter in compliance with investment policies approved by the governing body and according to the standard of care prescribed by Section 2256 . 006 : (1) a local government; (2) a state agency; (3) a nonprofit corporation acting on behalf of a local government or a state agency; or (4) an investment pool acting on behalf of two or more local governments, state agencies, or a combination of those entities . (b) In the exercise of its powers under Subsection (a) , the governing body of an investing entity may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U. S .C. Section 80b-1 et seq. ) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control . A contract made under authority of this subsection may not be for a term longer than two years . A renewal or extension of the contract must be made by the governing body of the investing entity by order, ordinance, or resolution. (c) This chapter does not prohibit an investing entity or investment officer from using the entity' s employees or the services of a contractor of the entity to aid the investment officer in the execution of the officer ' s duties under this chapter. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg. , ch. 1454, Sec. 2, eff. Sept. 1, 1999. 14 Sec. 2256 . 004 . APPLICABILITY. (a) This subchapter does not apply to: (1) a public retirement system as defined by Section 802 . 001; (2) state funds invested as authorized by Section 404 . 024; (3) an institution of higher education having total endowments of at least $150 million in book value on September 1, 2017; (4) funds invested by the Veterans ' Land Board as authorized by Chapter 161, 162, or 164, Natural Resources Code; (5) registry funds deposited with the county or district clerk under Chapter 117, Local Government Code; or (6) a deferred compensation plan that qualifies under either Section 401 (k) or 457 of the Internal Revenue Code of 1986 (26 U. S .C. Section 1 et seq. ) , as amended. (b) This subchapter does not apply to an investment donated to an investing entity for a particular purpose or under terms of use specified by the donor. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 505, Sec. 24, eff. Sept . 1, 1997; Acts 1997, 75th Leg. , ch. 1421, Sec. 2, eff. Sept . 1, 1997; Acts 1999, 76th Leg. , ch. 62, Sec. 8 . 21, eff. Sept . 1, 1999; Acts 1999, 76th Leg. , ch. 1454, Sec. 3, eff. Sept . 1, 1999 . Amended by: Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 1, eff. June 14, 2017 . Sec. 2256 . 005 . INVESTMENT POLICIES; INVESTMENT STRATEGIES; INVESTMENT OFFICER. (a) The governing body of an investing entity shall adopt by rule, order, ordinance, or resolution, as appropriate, a written investment policy regarding the investment of its funds and funds under its control . (b) The investment policies must : (1) be written; (2) primarily emphasize safety of principal and liquidity; 15 (3) address investment diversification, yield, and maturity and the quality and capability of investment management; and (4) include: (A) a list of the types of authorized investments in which the investing entity' s funds may be invested; (B) the maximum allowable stated maturity of any individual investment owned by the entity; (C) for pooled fund groups, the maximum dollar- weighted average maturity allowed based on the stated maturity date for the portfolio; (D) methods to monitor the market price of investments acquired with public funds; (E) a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis; and (F) procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the provisions of Section 2256 . 021 . (c) The investment policies may provide that bids for certificates of deposit be solicited: (1) orally; (2) in writing; (3) electronically; or (4) in any combination of those methods . (d) As an integral part of an investment policy, the governing body shall adopt a separate written investment strategy for each of the funds or group of funds under its control . Each investment strategy must describe the investment objectives for the particular fund using the following priorities in order of importance : (1) understanding of the suitability of the investment to the financial requirements of the entity; (2) preservation and safety of principal; (3) liquidity; (4) marketability of the investment if the need arises to liquidate the investment before maturity; (5) diversification of the investment portfolio; and (6) yield. 16 (e) The governing body of an investing entity shall review its investment policy and investment strategies not less than annually. The governing body shall adopt a written instrument by rule, order, ordinance, or resolution stating that it has reviewed the investment policy and investment strategies and that the written instrument so adopted shall record any changes made to either the investment policy or investment strategies . (f) Each investing entity shall designate, by rule, order, ordinance, or resolution, as appropriate, one or more officers or employees of the state agency, local government, or investment pool as investment officer to be responsible for the investment of its funds consistent with the investment policy adopted by the entity. If the governing body of an investing entity has contracted with another investing entity to invest its funds, the investment officer of the other investing entity is considered to be the investment officer of the first investing entity for purposes of this chapter. Authority granted to a person to invest an entity' s funds is effective until rescinded by the investing entity, until the expiration of the officer ' s term or the termination of the person ' s employment by the investing entity, or if an investment management firm, until the expiration of the contract with the investing entity. In the administration of the duties of an investment officer, the person designated as investment officer shall exercise the judgment and care, under prevailing circumstances, that a prudent person would exercise in the management of the person ' s own affairs, but the governing body of the investing entity retains ultimate responsibility as fiduciaries of the assets of the entity. Unless authorized by law, a person may not deposit, withdraw, transfer, or manage in any other manner the funds of the investing entity. (g) Subsection (f) does not apply to a state agency, local government, or investment pool for which an officer of the entity is assigned by law the function of investing its funds . Text of subsec. (h) as amended by Acts 1997, 75th Leg. , ch. 685, Sec. 1 17 (h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be an investment officer for the commission under Subsection (f) if the officer or employee is an investment officer designated under Subsection (f) for another local government . Text of subsec. (h) as amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 3 (h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be designated as an investment officer under Subsection (f) for any investing entity other than for that commission. (i) An investment officer of an entity who has a personal business relationship with a business organization offering to engage in an investment transaction with the entity shall file a statement disclosing that personal business interest. An investment officer who is related within the second degree by affinity or consanguinity, as determined under Chapter 573, to an individual seeking to sell an investment to the investment officer ' s entity shall file a statement disclosing that relationship. A statement required under this subsection must be filed with the Texas Ethics Commission and the governing body of the entity. For purposes of this subsection, an investment officer has a personal business relationship with a business organization if: (1) the investment officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5, 000 or more of the fair market value of the business organization; (2) funds received by the investment officer from the business organization exceed 10 percent of the investment officer ' s gross income for the previous year; or (3) the investment officer has acquired from the business organization during the previous year investments with a book value of $2, 500 or more for the personal account of the investment officer. (j ) The governing body of an investing entity may specify in its investment policy that any investment authorized by this chapter is not suitable . 18 (k) A written copy of the investment policy shall be presented to any business organization offering to engage in an investment transaction with an investing entity. For purposes of this subsection and Subsection (1) , "business organization" means an investment pool or investment management firm under contract with an investing entity to invest or manage the entity' s investment portfolio that has accepted authority granted by the entity under the contract to exercise investment discretion in regard to the investing entity' s funds . Nothing in this subsection relieves the investing entity of the responsibility for monitoring the investments made by the investing entity to determine that they are in compliance with the investment policy. The qualified representative of the business organization offering to engage in an investment transaction with an investing entity shall execute a written instrument in a form acceptable to the investing entity and the business organization substantially to the effect that the business organization has : (1) received and reviewed the investment policy of the entity; and (2) acknowledged that the business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the entity and the organization that are not authorized by the entity' s investment policy, except to the extent that this authorization: (A) is dependent on an analysis of the makeup of the entity' s entire portfolio; (B) requires an interpretation of subjective investment standards; or (C) relates to investment transactions of the entity that are not made through accounts or other contractual arrangements over which the business organization has accepted discretionary investment authority. (1) The investment officer of an entity may not acquire or otherwise obtain any authorized investment described in the investment policy of the investing entity from a business organization that has not delivered to the entity the instrument required by Subsection (k) . (m) An investing entity other than a state agency, in conjunction with its annual financial audit, shall perform a 19 compliance audit of management controls on investments and adherence to the entity' s established investment policies . (n) Except as provided by Subsection (o) , at least once every two years a state agency shall arrange for a compliance audit of management controls on investments and adherence to the agency' s established investment policies . The compliance audit shall be performed by the agency' s internal auditor or by a private auditor employed in the manner provided by Section 321 . 020 . Not later than January 1 of each even-numbered year a state agency shall report the results of the most recent audit performed under this subsection to the state auditor. Subject to a risk assessment and to the legislative audit committee ' s approval of including a review by the state auditor in the audit plan under Section 321 . 013, the state auditor may review information provided under this section. If review by the state auditor is approved by the legislative audit committee, the state auditor may, based on its review, require a state agency to also report to the state auditor other information the state auditor determines necessary to assess compliance with laws and policies applicable to state agency investments . A report under this subsection shall be prepared in a manner the state auditor prescribes . (o) The audit requirements of Subsection (n) do not apply to assets of a state agency that are invested by the comptroller under Section 404 . 024 . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 685, Sec. 1, eff. Sept. 1, 1997; Acts 1997, 75th Leg. , ch. 1421, Sec. 3, eff. Sept . 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 4, eff. Sept . 1, 1999; Acts 2003, 78th Leg. , ch. 785, Sec. 41, eff. Sept. 1, 2003 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 1, eff. June 17, 2011 . Acts 2017, 85th Leg. , R. S . , Ch. 149 (H.B. 1701) , Sec. 1, eff. September 1, 2017 . Sec. 2256 . 006 . STANDARD OF CARE . (a) Investments shall be made with judgment and care, under prevailing circumstances, that a 20 person of prudence, discretion, and intelligence would exercise in the management of the person ' s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. Investment of funds shall be governed by the following investment objectives, in order of priority: (1) preservation and safety of principal; (2) liquidity; and (3) yield. (b) In determining whether an investment officer has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration: (1) the investment of all funds, or funds under the entity' s control, over which the officer had responsibility rather than a consideration as to the prudence of a single investment; and (2) whether the investment decision was consistent with the written investment policy of the entity. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 007 . INVESTMENT TRAINING; STATE AGENCY BOARD MEMBERS AND OFFICERS . (a) Each member of the governing board of a state agency and its investment officer shall attend at least one training session relating to the person ' s responsibilities under this chapter within six months after taking office or assuming duties . (b) The Texas Higher Education Coordinating Board shall provide the training under this section. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. (d) An investment officer shall attend a training session not less than once each state fiscal biennium and may receive training from any independent source approved by the governing body of the state agency. The investment officer shall prepare a report on this subchapter and deliver the report to the governing body of the state agency not later than the 180th day after the last day of each regular session of the legislature . 21 Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 73, Sec. 1, eff. May 9, 1997; Acts 1997, 75th Leg. , ch. 1421, Sec. 4, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 5, eff. Sept. 1, 1999 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 2, eff. June 17, 2011 . Sec. 2256 . 008 . INVESTMENT TRAINING; LOCAL GOVERNMENTS . (a) Except as provided by Subsections (a-1) , (b) , (b-1) , (e) , and (f) , the treasurer, the chief financial officer if the treasurer is not the chief financial officer, and the investment officer of a local government shall : (1) attend at least one training session from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government and containing at least 10 hours of instruction relating to the treasurer ' s or officer ' s responsibilities under this subchapter within 12 months after taking office or assuming duties; and (2) attend an investment training session not less than once in a two-year period that begins on the first day of that local government ' s fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than 10 hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of 4he local government. (a-1) In addition to the requirements of Subsection (a) (1) , the t2easurer, or the chiof financial 'o&ficer if the treasurer is not the chief financial officer, and the investment officer of a school district or a municipality shall attend an investment training session not less than once in a two-year period that begins on the first day of the school district ' s or municipality' s fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than eight hours of instruction relating to 22 investment responsibilities under this subchapter from an independent source approved by the governing body of the school district or municipality, or by a designated investment committee advising the investment officer as provided for in the investment policy of the school district or municipality. (b) An investing entity created under authority of Section 52 (b) , Article III, or Section 59, Article XVI, Texas Constitution, that has contracted with an investment management firm under Section 2256 . 003 (b) and has fewer than five full-time employees or an investing entity that has contracted with another investing entity to invest the entity' s funds may satisfy the training requirement provided by Subsection (a) (2) by having an officer of the governing body attend four hours of appropriate instruction in a two-year period that begins on the first day of that local government ' s fiscal year and consists of the two consecutive fiscal years after that date . The treasurer or chief financial officer of an investing entity created under authority of Section 52 (b) , Article III, or Section 59, Article XVI, Texas Constitution, and that has fewer than five full-time employees is not required to attend training required by this section unless the person is also the investment officer of the entity. (b-1) A housing authority created under Chapter 392, Local Government Code, may satisfy the training requirement provided by Subsection (a) (2) by requiring the following person to attend, in each two-year period that begins on the first day of that housing authority' s fiscal year and consists of the two consecutive fiscal years after that date, at least five hours of appropriate instruction: (1) the treasurer, or the chief financial officer if the treasurer is not the chief financial officer, or the investment officer; or (2) if the authority does not have an officer described by Subdivision (1) , another officer of the authority. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. 23 (d) Not later than December 31 each year, each individual, association, business, organization, governmental entity, or other person that provides training under this section shall report to the comptroller a list of the governmental entities for which the person provided required training under this section during that calendar year. An individual ' s reporting requirements under this subsection are satisfied by a report of the individual ' s employer or the sponsoring or organizing entity of a training program or seminar. (e) This section does not apply to a district governed by Chapter 36 or 49, Water Code . (f) Subsection (a) (2) does not apply to an officer of a municipality or housing authority if the municipality or housing authority: (1) does not invest municipal or housing authority funds, as applicable; or (2) only deposits those funds in: (A) interest-bearing deposit accounts; or (B) certificates of deposit as authorized by Section 2256 . 010 . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 5, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 6, eff. Sept. 1, 1999; Acts 2001, 77th Leg. , ch. 69, Sec. 4, eff. May 14, 2001 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 3, eff. June 17, 2011 . Acts 2015, 84th Leg. , R. S . , Ch. 222 (H.B. 1148) , Sec. 1, eff. September 1, 2015 . Acts 2015, 84th Leg. , R. S . , Ch. 1248 (H.B. 870) , Sec. 1, eff. September 1, 2015 . Acts 2017, 85th Leg. , R. S . , Ch. 324 (S .B. 1488) , Sec. 8 . 015, eff. September 1, 2017 . Acts 2017, 85th Leg. , R. S . , Ch. 1000 (H.B. 1238) , Sec. 1, eff. September 1, 2017 . Acts 2017, 85th Leg. , R. S . , Ch. 1000 (H.B. 1238) , Sec. 2, eff. September 1, 2017 . 24 Sec. 2256 . 009 . AUTHORIZED INVESTMENTS : OBLIGATIONS OF, OR GUARANTEED BY GOVERNMENTAL ENTITIES . (a) Except as provided by Subsection (b) , the following are authorized investments under this subchapter: (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities, including the Federal Home Loan Banks; (2) direct obligations of this state or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, this state or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed, or guaranteed by the State of Israel; (7) interest-bearing banking deposits that are guaranteed or insured by: (A) the Federal Deposit Insurance Corporation or its successor; or (B) the National Credit Union Share Insurance Fund or its successor; and (8) interest-bearing banking deposits other than those described by Subdivision (7) if: (A) the funds invested in the banking deposits are invested through: (i) a broker with a main office or branch office in this state that the investing entity selects from a list the 25 governing body or designated investment committee of the entity adopts as required by Section 2256 . 025; or (ii) a depository institution with a main office or branch office in this state that the investing entity selects; (B) the broker or depository institution selected as described by Paragraph (A) arranges for the deposit of the funds in the banking deposits in one or more federally insured depository institutions, regardless of where located, for the investing entity' s account; (C) the full amount of the principal and accrued interest of the banking deposits is insured by the United States or an instrumentality of the United States; and (D) the investing entity appoints as the entity' s custodian of the banking deposits issued for the entity' s account: (i) the depository institution selected as described by Paragraph (A) ; (ii) an entity described by Section 2257 . 041 (d) ; or (iii) a clearing broker dealer registered with the Securities and Exchange Commission and operating under Securities and Exchange Commission Rule 15c3-3 (17 C. F.R. Section 240 . 15c3-3) . (b) The following are not authorized investments under this section: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security collateral and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity date of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1999, 76th Leg. , ch. 1454, Sec. 7, eff. Sept. 1, 1999; Acts 2001, 77th Leg. , ch. 558, Sec. 1, eff. Sept . 1, 2001 . 26 Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 4, eff. June 17, 2011 . Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 2, eff. June 14, 2017 . Acts 2017, 85th Leg. , R. S . , Ch. 863 (H.B. 2647) , Sec. 1, eff. June 15, 2017 . Acts 2017, 85th Leg. , R. S . , Ch. 874 (H.B. 2928) , Sec. 1, eff. September 1, 2017 . Sec. 2256 . 010 . AUTHORIZED INVESTMENTS : CERTIFICATES OF DEPOSIT AND SHARE CERTIFICATES . (a) A certificate of deposit or share certificate is an authorized investment under this subchapter if the certificate is issued by a depository institution that has its main office or a branch office in this state and is : (1) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; (2) secured by obligations that are described by Section 2256 . 009 (a) , including mortgage backed securities directly issued by a federal agency or instrumentality that have a market value of not less than the principal amount of the certificates, but excluding those mortgage backed securities of the nature described by Section 2256 . 009 (b) ; or (3) secured in accordance with Chapter 2257 or in any other manner and amount provided by law for deposits of the investing entity. (b) In addition to the authority to invest funds in certificates of deposit under Subsection (a) , an investment in certificates of deposit made in accordance with the following conditions is an authorized investment under this subchapter: (1) the funds are invested by an investing entity through: (A) a broker that has its main office or a branch office in this state and is selected from a list adopted by the investing entity as required by Section 2256 . 025; or (B) a depository institution that has its main office or a branch office in this state and that is selected by the investing entity; 27 (2) the broker or the depository institution selected by the investing entity under Subdivision (1) arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the investing entity; (3) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States; and (4) the investing entity appoints the depository institution selected by the investing entity under Subdivision (1) , an entity described by Section 2257 . 041 (d) , or a clearing broker- dealer registered with the Securities and Exchange Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C. F.R. Section 240 . 15c3-3) as custodian for the investing entity with respect to the certificates of deposit issued for the account of the investing entity. Amended by Acts 1995, 74th Leg. , ch. 32, Sec. 1, eff. April 28, 1995; Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 6, eff. Sept. 1, 1997 . Amended by: Acts 2005, 79th Leg. , Ch. 128 (H.B. 256) , Sec. 1, eff. September 1, 2005 . Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 5, eff. June 17, 2011 . Acts 2017, 85th Leg. , R. S . , Ch. 874 (H.B. 2928) , Sec. 2, eff. September 1, 2017 . Sec. 2256 . 011 . AUTHORIZED INVESTMENTS : REPURCHASE AGREEMENTS . (a) A fully collateralized repurchase agreement is an authorized investment under this subchapter if the repurchase agreement: (1) has a defined termination date; (2) is secured by a combination of cash and obligations described by Section 2256 . 009 (a) (1) ; and (3) requires the securities being purchased by the entity or cash held by the entity to be pledged to the entity, held in the entity' s name, and deposited at the time the investment is made with 28 the entity or with a third party selected and approved by the entity; and (4) is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state . (b) In this section, "repurchase agreement" means a simultaneous agreement to buy, hold for a specified time, and sell back at a future date obligations described by Section 2256 . 009 (a) (1) , at a market value at the time the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse security repurchase agreement. (c) Notwithstanding any other law, the term of any reverse security repurchase agreement may not exceed 90 days after the date the reverse security repurchase agreement is delivered. (d) Money received by an entity under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments, but the term of the authorized investments acquired must mature not later than the expiration date stated in the reverse security repurchase agreement. (e) Section 1371 . 059 (c) applies to the execution of a repurchase agreement by an investing entity. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 6, eff. June 17, 2011 . Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 3, eff. June 14, 2017 . Sec. 2256 . 0115 . AUTHORIZED INVESTMENTS : SECURITIES LENDING PROGRAM. (a) A securities lending program is an authorized investment under this subchapter if it meets the conditions provided by this section. (b) To qualify as an authorized investment under this subchapter: 29 (1) the value of securities loaned under the program must be not less than 100 percent collateralized, including accrued income; (2) a loan made under the program must allow for termination at any time; (3) a loan made under the program must be secured by: (A) pledged securities described by Section 2256 . 009; (B) pledged irrevocable letters of credit issued by a bank that is : (i) organized and existing under the laws of the United States or any other state; and (ii) continuously rated by at least one nationally recognized investment rating firm at not less than A or its equivalent; or (C) cash invested in accordance with Section: (i) 2256 . 009; (ii) 2256 . 013; (iii) 2256 . 014; or (iv) 2256 . 016; (4) the terms of a loan made under the program must require that the securities being held as collateral be : (A) pledged to the investing entity; (B) held in the investing entity' s name; and (C) deposited at the time the investment is made with the entity or with a third party selected by or approved by the investing entity; (5) a loan made under the program must be placed through: (A) a primary government securities dealer, as defined by 5 C. F.R. Section 6801 . 102 (f) , as that regulation existed on September 1, 2003; or (B) a financial institution doing business in this state; and (6) an agreement to lend securities that is executed under this section must have a term of one year or less . Added by Acts 2003, 78th Leg. , ch. 1227, Sec. 1, eff. Sept. 1, 2003 . 30 Sec. 2256 . 012 . AUTHORIZED INVESTMENTS : BANKER' S ACCEPTANCES . A bankers ' acceptance is an authorized investment under this subchapter if the bankers ' acceptance : (1) has a stated maturity of 270 days or fewer from the date of its issuance; (2) will be, in accordance with its terms, liquidated in full at maturity; (3) is eligible for collateral for borrowing from a Federal Reserve Bank; and (4) is accepted by a bank organized and existing under the laws of the United States or any state, if the short-term obligations of the bank, or of a bank holding company of which the bank is the largest subsidiary, are rated not less than A-1 or P-1 or an equivalent rating by at least one nationally recognized credit rating agency. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Sec. 2256 . 013 . AUTHORIZED INVESTMENTS : COMMERCIAL PAPER. Commercial paper is an authorized investment under this subchapter if the commercial paper: (1) has a stated maturity of 270 days or fewer from the date of its issuance; and (2) is rated not less than A-1 or P-1 or an equivalent rating by at least: (A) two nationally recognized credit rating agencies; or (B) one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Sec. 2256 . 014 . AUTHORIZED INVESTMENTS : MUTUAL FUNDS . (a) A no-load money market mutual fund is an authorized investment under this subchapter if the mutual fund: 31 (1) is registered with and regulated by the Securities and Exchange Commission; (2) provides the investing entity with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U. S .C. Section 78a et seq. ) or the Investment Company Act of 1940 (15 U. S .C. Section 80a-1 et seq. ) ; and (3) complies with federal Securities and Exchange Commission Rule 2a-7 (17 C. F.R. Section 270 . 2a-7) , promulgated under the Investment Company Act of 1940 (15 U. S .C. Section 80a-1 et seq. ) . (b) In addition to a no-load money market mutual fund permitted as an authorized investment in Subsection (a) , a no-load mutual fund is an authorized investment under this subchapter if the mutual fund: (1) is registered with the Securities and Exchange Commission; (2) has an average weighted maturity of less than two years; and (3) either: (A) has a duration of one year or more and is invested exclusively in obligations approved by this subchapter; or (B) has a duration of less than one year and the investment portfolio is limited to investment grade securities, excluding asset-backed securities . (c) An entity is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, in mutual funds described in Subsection (b) ; (2) invest any portion of bond proceeds, reserves and funds held for debt service, in mutual funds described in Subsection (b) ; or (3) invest its funds or funds under its control, including bond proceeds and reserves and other funds held for debt service, in any one mutual fund described in Subsection (a) or (b) in an amount that exceeds 10 percent of the total assets of the mutual fund. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 7, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 8, eff. Sept. 1, 1999 . 32 Amended by: Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 4, eff. June 14, 2017 . Sec. 2256 . 015 . AUTHORIZED INVESTMENTS : GUARANTEED INVESTMENT CONTRACTS . (a) A guaranteed investment contract is an authorized investment for bond proceeds under this subchapter if the guaranteed investment contract : (1) has a defined termination date; (2) is secured by obligations described by Section 2256 . 009 (a) (1) , excluding those obligations described by Section 2256 . 009 (b) , in an amount at least equal to the amount of bond proceeds invested under the contract; and (3) is pledged to the entity and deposited with the entity or with a third party selected and approved by the entity. (b) Bond proceeds, other than bond proceeds representing reserves and funds maintained for debt service purposes, may not be invested under this subchapter in a guaranteed investment contract with a term of longer than five years from the date of issuance of the bonds . (c) To be eligible as an authorized investment: (1) the governing body of the entity must specifically authorize guaranteed investment contracts as an eligible investment in the order, ordinance, or resolution authorizing the issuance of bonds; (2) the entity must receive bids from at least three separate providers with no material financial interest in the bonds from which proceeds were received; (3) the entity must purchase the highest yielding guaranteed investment contract for which a qualifying bid is received; (4) the price of the guaranteed investment contract must take into account the reasonably expected drawdown schedule for the bond proceeds to be invested; and (5) the provider must certify the administrative costs reasonably expected to be paid to third parties in connection with the guaranteed investment contract. 33 (d) Section 1371 . 059 (c) applies to the execution of a guaranteed investment contract by an investing entity. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 8, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 9, 10, eff. Sept. 1, 1999 . Amended by: Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 5, eff. June 14, 2017 . Sec. 2256 . 016 . AUTHORIZED INVESTMENTS : INVESTMENT POOLS . (a) An entity may invest its funds and funds under its control through an eligible investment pool if the governing body of the entity by rule, order, ordinance, or resolution, as appropriate, authorizes investment in the particular pool . An investment pool shall invest the funds it receives from entities in authorized investments permitted by this subchapter. An investment pool may invest its funds in money market mutual funds to the extent permitted by and consistent with this subchapter and the investment policies and objectives adopted by the investment pool . (b) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity an offering circular or other similar disclosure instrument that contains, at a minimum, the following information: (1) the types of investments in which money is allowed to be invested; (2) the maximum average dollar-weighted maturity allowed, based on the stated maturity date, of the pool; (3) the maximum stated maturity date any investment security within the portfolio has; (4) the objectives of the pool; (5) the size of the pool; (6) the names of the members of the advisory board of the pool and the dates their terms expire; (7) the custodian bank that will safekeep the pool ' s assets; 34 (8) whether the intent of the pool is to maintain a net asset value of one dollar and the risk of market price fluctuation; (9) whether the only source of payment is the assets of the pool at market value or whether there is a secondary source of payment, such as insurance or guarantees, and a description of the secondary source of payment; (10) the name and address of the independent auditor of the pool; (11) the requirements to be satisfied for an entity to deposit funds in and withdraw funds from the pool and any deadlines or other operating policies required for the entity to invest funds in and withdraw funds from the pool; (12) the performance history of the pool, including yield, average dollar-weighted maturities, and expense ratios; and (13) the pool ' s policy regarding holding deposits in cash. (c) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity: (1) investment transaction confirmations; and (2) a monthly report that contains, at a minimum, the following information: (A) the types and percentage breakdown of securities in which the pool is invested; (B) the current average dollar-weighted maturity, based on the stated maturity date, of the pool; (C) the current percentage of the pool ' s portfolio in investments that have stated maturities of more than one year; (D) the book value versus the market value of the pool ' s portfolio, using amortized cost valuation; (E) the size of the pool; (F) the number of participants in the pool; (G) the custodian bank that is safekeeping the assets of the pool; (H) a listing of daily transaction activity of the entity participating in the pool; (I) the yield and expense ratio of the pool, including a statement regarding how yield is calculated; 35 (J) the portfolio managers of the pool; and (K) any changes or addenda to the offering circular. (d) An entity by contract may delegate to an investment pool the authority to hold legal title as custodian of investments purchased with its local funds . (e) In this section, "yield" shall be calculated in accordance with regulations governing the registration of open-end management investment companies under the Investment Company Act of 1940, as promulgated from time to time by the federal Securities and Exchange Commission. (f) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool that uses amortized cost or fair value accounting must mark its portfolio to market daily, and, to the extent reasonably possible, stabilize at a $1 . 00 net asset value, when rounded and expressed to two decimal places . If the ratio of the market value of the portfolio divided by the book value of the portfolio is less than 0 . 995 or greater than 1 . 005, the governing body of the public funds investment pool shall take action as the body determines necessary to eliminate or reduce to the extent reasonably practicable any dilution or unfair result to existing participants, including a sale of portfolio holdings to attempt to maintain the ratio between 0 . 995 and 1 . 005 . In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool that uses amortized cost shall report yield to its investors in accordance with regulations of the federal Securities and Exchange Commission applicable to reporting by money market funds . (g) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool must have an advisory board composed: (1) equally of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for a public funds investment pool created under Chapter 791 and managed by a state agency; or (2) of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for other investment pools . 36 (h) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service . (i) If the investment pool operates an Internet website, the information in a disclosure instrument or report described in Subsections (b) , (c) (2) , and (f) must be posted on the website . (j ) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must make available to the entity an annual audited financial statement of the investment pool in which the entity has funds invested. (k) If an investment pool offers fee breakpoints based on fund balances invested, the investment pool in advertising investment rates must include either all levels of return based on the breakpoints provided or state the lowest possible level of return based on the smallest level of funds invested. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 9, eff. Sept. 1, 1997 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 7, eff. June 17, 2011 . Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 6, eff. June 14, 2017 . Sec. 2256 . 017 . EXISTING INVESTMENTS . Except as provided by Chapter 2270, an entity is not required to liquidate investments that were authorized investments at the time of purchase . Added by Acts 1995, 74th Leg. , ch. 76, Sec. 5 . 46 (a) , eff. Sept . 1, 1995; Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 10, eff. Sept. 1, 1997 . Amended by: Acts 2017, 85th Leg. , R. S . , Ch. 96 (S .B. 253) , Sec. 2, eff. May 23, 2017 . 37 Sec. 2256 . 019 . RATING OF CERTAIN INVESTMENT POOLS . A public funds investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 11, eff. Sept . 1, 1997 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 8, eff. June 17, 2011 . Sec. 2256 . 020 . AUTHORIZED INVESTMENTS : INSTITUTIONS OF HIGHER EDUCATION. In addition to the authorized investments permitted by this subchapter, an institution of higher education may purchase, sell, and invest its funds and funds under its control in the following: (1) cash management and fixed income funds sponsored by organizations exempt from federal income taxation under Section 501 (f) , Internal Revenue Code of 1986 (26 U. S .C. Section 501 (f) ) ; (2) negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency; and (3) corporate bonds, debentures, or similar debt obligations rated by a nationally recognized investment rating firm in one of the two highest long-term rating categories, without regard to gradations within those categories . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Sec. 2256 . 0201 . AUTHORIZED INVESTMENTS; MUNICIPAL UTILITY. (a) A municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may enter into a hedging contract and related 38 security and insurance agreements in relation to fuel oil, natural gas, coal, nuclear fuel, and electric energy to protect against loss due to price fluctuations . A hedging transaction must comply with the regulations of the Commodity Futures Trading Commission and the Securities and Exchange Commission. If there is a conflict between the municipal charter of the municipality and this chapter, this chapter prevails . (b) A payment by a municipally owned electric or gas utility under a hedging contract or related agreement in relation to fuel supplies or fuel reserves is a fuel expense, and the utility may credit any amounts it receives under the contract or agreement against fuel expenses . (c) The governing body of a municipally owned electric or gas utility or the body vested with power to manage and operate the municipally owned electric or gas utility may set policy regarding hedging transactions . (d) In this section, "hedging" means the buying and selling of fuel oil, natural gas, coal, nuclear fuel, and electric energy futures or options or similar contracts on those commodities and related transportation costs as a protection against loss due to price fluctuation. Added by Acts 1999, 76th Leg. , ch. 405, Sec. 48, eff. Sept. 1, 1999 . Amended by: Acts 2007, 80th Leg. , R. S . , Ch. 7 (S .B. 495) , Sec. 1, eff. April 13, 2007 . Sec. 2256 . 0202 . AUTHORIZED INVESTMENTS : MUNICIPAL FUNDS FROM MANAGEMENT AND DEVELOPMENT OF MINERAL RIGHTS . (a) In addition to other investments authorized under this subchapter, a municipality may invest funds received by the municipality from a lease or contract for the management and development of land owned by the municipality and leased for oil, gas, or other mineral development in any investment authorized to be made by a trustee under Subtitle B, Title 9, Property Code (Texas Trust Code) . (b) Funds invested by a municipality under this section shall be segregated and accounted for separately from other funds of the municipality. 39 Added by Acts 2009, 81st Leg. , R. S . , Ch. 1371 (S .B. 894) , Sec. 1, eff. September 1, 2009 . Sec. 2256 . 0203 . AUTHORIZED INVESTMENTS : PORTS AND NAVIGATION DISTRICTS . (a) In this section, "district" means a navigation district organized under Section 52, Article III, or Section 59, Article XVI, Texas Constitution. (b) In addition to the authorized investments permitted by this subchapter, a port or district may purchase, sell, and invest its funds and funds under its control in negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency. Added by Acts 2011, 82nd Leg. , R. S . , Ch. 804 (H.B. 2346) , Sec. 1, eff. September 1, 2011 . Sec. 2256 . 0204 . AUTHORIZED INVESTMENTS : INDEPENDENT SCHOOL DISTRICTS . (a) In this section, "corporate bond" means a senior secured debt obligation issued by a domestic business entity and rated not lower than "AA-" or the equivalent by a nationally recognized investment rating firm. The term does not include a debt obligation that : (1) on conversion, would result in the holder becoming a stockholder or shareholder in the entity, or any affiliate or subsidiary of the entity, that issued the debt obligation; or (2) is an unsecured debt obligation. (b) This section applies only to an independent school district that qualifies as an issuer as defined by Section 1371 . 001 . (c) In addition to authorized investments permitted by this subchapter, an independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds that, at the time of purchase, are rated by a nationally recognized investment rating firm "AA-" or the equivalent 40 and have a stated final maturity that is not later than the third anniversary of the date the corporate bonds were purchased. (d) An independent school district subject to this section is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds, reserves, and other funds held for the payment of debt service, in corporate bonds; or (2) invest more than 25 percent of the funds invested in corporate bonds in any one domestic business entity, including subsidiaries and affiliates of the entity. (e) An independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds if the governing body of the district : (1) amends its investment policy to authorize corporate bonds as an eligible investment; (2) adopts procedures to provide for: (A) monitoring rating changes in corporate bonds acquired with public funds; and (B) liquidating the investment in corporate bonds; and (3) identifies the funds eligible to be invested in corporate bonds . (f) The investment officer of an independent school district, acting on behalf of the district, shall sell corporate bonds in which the district has invested its funds not later than the seventh day after the date a nationally recognized investment rating firm: (1) issues a release that places the corporate bonds or the domestic business entity that issued the corporate bonds on negative credit watch or the equivalent, if the corporate bonds are rated "AA-" or the equivalent at the time the release is issued; or (2) changes the rating on the corporate bonds to a rating lower than "AA-" or the equivalent . (g) Corporate bonds are not an eligible investment for a public funds investment pool . Added by Acts 2011, 82nd Leg. , R. S . , Ch. 1347 (S .B. 1543) , Sec. 1, eff. June 17, 2011 . 41 Sec. 2256 . 0205 . AUTHORIZED INVESTMENTS; DECOMMISSIONING TRUST. (a) In this section: (1) "Decommissioning trust" means a trust created to provide the Nuclear Regulatory Commission assurance that funds will be available for decommissioning purposes as required under 10 C. F.R. Part 50 or other similar regulation. (2) "Funds" includes any money held in a decommissioning trust regardless of whether the money is considered to be public funds under this subchapter. (b) In addition to other investments authorized under this subchapter, a municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may invest funds held in a decommissioning trust in any investment authorized by Subtitle B, Title 9, Property Code . Added by Acts 2005, 79th Leg. , Ch. 121 (S .B. 1464) , Sec. 1, eff. September 1, 2005 . Text of section as added by Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 7 For text of section as added by Acts 2017, 85th Leg. , R. S . , Ch. 344 (H.B. 1472) , Sec. 1, see other Sec. 2256 . 0206 . Sec. 2256 . 0206 . AUTHORIZED INVESTMENTS : HEDGING TRANSACTIONS . (a) In this section: (1) "Eligible entity" means a political subdivision that has : (A) a principal amount of at least $250 million in: (i) outstanding long-term indebtedness; (ii) long-term indebtedness proposed to be issued; or (iii) a combination of outstanding long-term indebtedness and long-term indebtedness proposed to be issued; and (B) outstanding long-term indebtedness that is rated in one of the four highest rating categories for long-term debt instruments by a nationally recognized rating agency for municipal securities, without regard to the effect of any credit agreement or 42 other form of credit enhancement entered into in connection with the obligation. (2) "Eligible project" has the meaning assigned by Section 1371 . 001 . (3) "Hedging" means acting to protect against economic loss due to price fluctuation of a commodity or related investment by entering into an offsetting position or using a financial agreement or producer price agreement in a correlated security, index, or other commodity. (b) This section prevails to the extent of any conflict between this section and: (1) another law; or (2) an eligible entity' s municipal charter, if applicable . (c) The governing body of an eligible entity shall establish the entity' s policy regarding hedging transactions . (d) An eligible entity may enter into hedging transactions, including hedging contracts, and related security, credit, and insurance agreements in connection with commodities used by an eligible entity in the entity' s general operations, with the acquisition or construction of a capital project, or with an eligible project . A hedging transaction must comply with the regulations of the federal Commodity Futures Trading Commission and the federal Securities and Exchange Commission. (e) An eligible entity may pledge as security for and to the payment of a hedging contract or a security, credit, or insurance agreement any general or special revenues or funds the entity is authorized by law to pledge to the payment of any other obligation. (f) Section 1371 . 059 (c) applies to the execution by an eligible entity of a hedging contract and any related security, credit, or insurance agreement . (g) An eligible entity may credit any amount the entity receives under a hedging contract against expenses associated with a commodity purchase . (h) An eligible entity' s cost of or payment under a hedging contract or agreement may be considered: (1) an operation and maintenance expense of the eligible entity; (2) an acquisition expense of the eligible entity; 43 (3) a project cost of an eligible project; or (4) a construction expense of the eligible entity. Added by Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 7, eff. June 14, 2017 . Text of section as added by Acts 2017, 85th Leg. , R. S . , Ch. 344 (H.B. 1472) , Sec. 1 For text of section as added by Acts 2017, 85th Leg. , R. S . , Ch. 773 (H.B. 1003) , Sec. 7, see other Sec. 2256 . 0206 . Sec. 2256 . 0206 . AUTHORIZED INVESTMENTS : PUBLIC JUNIOR COLLEGE DISTRICT FUNDS FROM MANAGEMENT AND DEVELOPMENT OF MINERAL RIGHTS . (a) In addition to other investments authorized under this subchapter, the governing board of a public junior college district may invest funds received by the district from a lease or contract for the management and development of land owned by the district and leased for oil, gas, or other mineral development in any investment authorized to be made by a trustee under Subtitle B, Title 9, Property Code (Texas Trust Code) . (b) Funds invested by the governing board of a public junior college district under this section shall be segregated and accounted for separately from other funds of the district . Added by Acts 2017, 85th Leg. , R. S . , Ch. 344 (H.B. 1472) , Sec. 1, eff. September 1, 2017 . Sec. 2256 . 021 . EFFECT OF LOSS OF REQUIRED RATING. An investment that requires a minimum rating under this subchapter does not qualify as an authorized investment during the period the investment does not have the minimum rating. An entity shall take all prudent measures that are consistent with its investment policy to liquidate an investment that does not have the minimum rating. Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Sec. 2256 . 022 . EXPANSION OF INVESTMENT AUTHORITY. Expansion of investment authority granted by this chapter shall require a risk 44 assessment by the state auditor or performed at the direction of the state auditor, subject to the legislative audit committee ' s approval of including the review in the audit plan under Section 321 . 013 . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Amended by Acts 2003, 78th Leg. , ch. 785, Sec. 42, eff. Sept . 1, 2003 . Sec. 2256 . 023 . INTERNAL MANAGEMENT REPORTS . (a) Not less than quarterly, the investment officer shall prepare and submit to the governing body of the entity a written report of investment transactions for all funds covered by this chapter for the preceding reporting period. (b) The report must: (1) describe in detail the investment position of the entity on the date of the report; (2) be prepared jointly by all investment officers of the entity; (3) be signed by each investment officer of the entity; (4) contain a summary statement of each pooled fund group that states the : (A) beginning market value for the reporting period; (B) ending market value for the period; and (C) fully accrued interest for the reporting period; (5) state the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; (6) state the maturity date of each separately invested asset that has a maturity date; (7) state the account or fund or pooled group fund in the state agency or local government for which each individual investment was acquired; and (8) state the compliance of the investment portfolio of the state agency or local government as it relates to: (A) the investment strategy expressed in the agency' s or local government ' s investment policy; and (B) relevant provisions of this chapter. 45 (c) The report shall be presented not less than quarterly to the governing body and the chief executive officer of the entity within a reasonable time after the end of the period. (d) If an entity invests in other than money market mutual funds, investment pools or accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, the reports prepared by the investment officers under this section shall be formally reviewed at least annually by an independent auditor, and the result of the review shall be reported to the governing body by that auditor. Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 12, eff. Sept . 1, 1997 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 9, eff. June 17, 2011 . Sec. 2256 . 024 . SUBCHAPTER CUMULATIVE . (a) The authority granted by this subchapter is in addition to that granted by other law. Except as provided by Subsection (b) and Section 2256 . 017, this subchapter does not : (1) prohibit an investment specifically authorized by other law; or (2) authorize an investment specifically prohibited by other law. (b) Except with respect to those investing entities described in Subsection (c) , a security described in Section 2256 . 009 (b) is not an authorized investment for a state agency, a local government, or another investing entity, notwithstanding any other provision of this chapter or other law to the contrary. (c) Mortgage pass-through certificates and individual mortgage loans that may constitute an investment described in Section 2256 . 009 (b) are authorized investments with respect to the housing bond programs operated by: (1) the Texas Department of Housing and Community Affairs or a nonprofit corporation created to act on its behalf; 46 (2) an entity created under Chapter 392, Local Government Code; or (3) an entity created under Chapter 394, Local Government Code . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995 . Amended by: Acts 2017, 85th Leg. , R. S . , Ch. 96 (S .B. 253) , Sec. 3, eff. May 23, 2017 . Sec. 2256 . 025 . SELECTION OF AUTHORIZED BROKERS . The governing body of an entity subject to this subchapter or the designated investment committee of the entity shall, at least annually, review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the entity. Added by Acts 1997, 75th Leg. , ch. 1421, Sec. 13, eff. Sept . 1, 1997 . Sec. 2256 . 026 . STATUTORY COMPLIANCE . All investments made by entities must comply with this subchapter and all federal, state, and local statutes, rules, or regulations . Added by Acts 1997, 75th Leg. , ch. 1421, Sec. 13, eff. Sept . 1, 1997 . SUBCHAPTER B. MISCELLANEOUS PROVISIONS Sec. 2256 . 051 . ELECTRONIC FUNDS TRANSFER. Any local government may use electronic means to transfer or invest all funds collected or controlled by the local government. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 052 . PRIVATE AUDITOR. Notwithstanding any other law, a state agency shall employ a private auditor if authorized by the legislative audit committee either on the committee ' s initiative or on request of the governing body of the agency. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . 47 Sec. 2256 . 053 . PAYMENT FOR SECURITIES PURCHASED BY STATE . The comptroller or the disbursing officer of an agency that has the power to invest assets directly may pay for authorized securities purchased from or through a member in good standing of the National Association of Securities Dealers or from or through a national or state bank on receiving an invoice from the seller of the securities showing that the securities have been purchased by the board or agency and that the amount to be paid for the securities is just, due, and unpaid. A purchase of securities may not be made at a price that exceeds the existing market value of the securities . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1423, Sec. 8 . 67, eff. Sept . 1, 1997 . Sec. 2256 . 054 . DELIVERY OF SECURITIES PURCHASED BY STATE . A security purchased under this chapter may be delivered to the comptroller, a bank, or the board or agency investing its funds . The delivery shall be made under normal and recognized practices in the securities and banking industries, including the book entry procedure of the Federal Reserve Bank. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1423, Sec. 8 . 68, eff. Sept. 1, 1997 . Sec. 2256 . 055 . DEPOSIT OF SECURITIES PURCHASED BY STATE . At the direction of the comptroller or the agency, a security purchased under this chapter may be deposited in trust with a bank or federal reserve bank or branch designated by the comptroller, whether in or outside the state . The deposit shall be held in the entity' s name as evidenced by a trust receipt of the bank with which the securities are deposited. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept . 1, 1995; Acts 1997, 75th Leg. , ch. 1423, Sec. 8 . 69, eff. Sept. 1, 1997 . 48 APPENDIX B Approved Resolution � Resolution Amending Authorized Representatives Please use this form to amend or designate Authorized Representatives. This document supersedes all prior Authorized Representative forms. Required Fields Resolution1. WHEREAS, I - =11 -LJ Participant Name* Location Number* ("Participant")is a local government of the State of Texas and is empowered to delegate to a public funds investment pool the authority to invest funds and to act as custodian of investments purchased with local investment funds;and WHEREAS,it is in the best interest of the Participant to invest local funds in investments that provide for the preservation and safety of principal, liquidity,and yield consistent with the Public Funds Investment Act;and WHEREAS,the Texas Local Government Investment Pool("TexPool/Texpool Prime"),a public funds investment pool,were created on behalf of entities whose investment objective in order of priority are preservation and safety of principal, liquidity,and yield consistent with the Public Funds Investment Act. NOW THEREFORE,be it resolved as follows: A. That the individuals,whose signatures appear in this Resolution,are Authorized Representatives of the Participant and are each hereby authorized to transmit funds for investment in TexPool/TexPool Prime and are each further authorized to withdraw funds from time to time, to issue letters of instruction,and to take all other actions deemed necessary or appropriate for the investment of local funds. B. That an Authorized Representative of the Participant may be deleted by a written instrument signed by two remaining Authorized Representatives provided that the deleted Authorized Representative(1)is assigned job duties that no longer require access to the Participant's TexPool/TexPool Prime account or(2)is no longer employed by the Participant;and C. That the Participant may by Amending Resolution signed by the Participant add an Authorized Representative provided the additional Authorized Representative is an officer,employee,or agent of the Participant; List the Authorized Representative(s)of the Participant.Any new individuals will be issued personal identification numbers to transact business with TexPool Participant Services. 1. I I I Name Title IIIIIIIII -iIIIIIIIIIII I I Phone Fax Email Signature 2. 1 1 1 .. Name Title IIIIIIIIIIIIIIIIIIIIIII _ Phone Fax Email Signature 3. 1 1 1 Name Title IIIIIIIIIIIIIIIIIIIIIII �, Phone Fax Email Signature Form Continues on Next Page 1 of 2 1.Resolution(continued) 4. 1 1 1 Name Title IIIIIIIIIIIIIIIIIIIIII I J Phone Fax Email I _ Signature List the name of the Authorized Representative listed above that will have primary responsibility for performing transactions and receiving confirmations and monthly statements under the Participation Agreement. – – — Name In addition and at the option of the Participant,one additional Authorized Representative can be designated to perform only inquiry of selected information. This limited representative cannot perform transactions. If the Participant desires to designate a representative with inquiry rights only,complete the following information. Name Title IIIIIIIIIIIIIIIIIIIIII I _ Phone Fax Email D. That this Resolution and its authorization shall continue in full force and effect until amended or revoked by the Participant,and until Tex Pool Participant Services receives a copy of any such amendment or revocation.This Resolution is hereby introduced and adopted by the Participant at its regular/special meeting held on the II J day of I I, 2 1 0 1 1 . Note:Document is to be signed by your Board President,Mayor or County Judge and attested by your Board Secretary,City Secretary or County Clerk. L Name of Participant* SIGNED ATTEST I I I Signature* Signature* Printed Name* Printed Name* I I Title* Title* 2.Mailing Instructions The completed Resolution Amending Authorized Representatives can be faxed to Tex Pool Participant Services at 1-866-839-3291,and mailed to: Tex Pool Participant Services 1001 Texas Avenue,Suite 1400 Houston,TX 77002 ORIGINAL SIGNATURE AND DOCUMENT REQUIRED TEX-REP 2 OF 2 TexPool Participant Services Managed and Federated. 1001 Texas Avenue,Suite 1400 * Houston,TX 77002 Serviced by Phone:1.866 TEXPOOL(839-7665) * Fax:1-866-839-3291 * www.texpool.com G45340-17(7/18) 2018©Federated Investors,Inc. City of Corpus Christi - Budget Reinvestment Zone No. 2 Fund 1111 Revenue Detail by Account Actu al Original Amended Estimated Proposed Accou Reven u e s Budget Budget Revenues Budget .U..,Im Account Description 2016-2017 2017-2018 2017-2018 2017-2018 2018-2019 Reserved for Encumbrances 910,000 1,202,595 0 Reserved for Commitments 4,500,000 6,000,000 10,000,000 Unreserved 1,582,624 2,048,121 2,051,026 Beginning Balance 6,992,624 9,250,716 12,051,026 Property Taxes 300020 RIVZ#2 current taxes-City 2,055,446 2,307,516 2,307,516 2,369,670 2,368,331 300050 RIVZ#2 current taxes-County 1,037,197 1,164,191 1,164,191 1,195,898 1,196,631 300060 RIVZ#2 current taxes-Hospital 428,228 480,716 480,716 474,497 476,656 300110 RIVZ#2 delinquent taxes-City 28,284 20,753 20,753 19,015 18,998 300130 RIVZ#2 delnquent taxes-Del Mar 20 0 0 1 0 300140 RIVZ#2 delinquent taxes-County 15,268 12,040 12,040 10,384 10,500 300150 RIVZ#2 delingnt taxes-Hospital 6,341 4,927 4,927 4,550 4,600 300210 RIVZ#2 P&I-City 33,489 26,662 26,662 24,958 25,000 300230 RIVZ#2 P&I-Del Mar 22 0 0 2 0 300240 RIVZ#2 P&I-County 17,108 14,027 14,027 11,723 12,001 300250 RIVZ#2 P&I-Hospital District 7,108 7,923 7,923 7,180 7,201 Property Taxes Total 3,628,510 4,038,755 4,038,755 4,117,878 4,119,918 Interest and Investments 340900 Interest on investments 24,212 0 0 78,865 50,000 340995 Net Inc/Dec in FV of Investmen (806) 0 0 806 0 Interest and Investments Total 23,406 0 0 79,671 50,000 Interfund Charges 352000 Transfer from other Fd 0 757 757 757 0 Interfunds Charges Total 0 757 757 757 0 Total Revenue 3,651,917 4,039,512 4,039,512 4,198,306 4,169,918 Total Funds Available 10,644,541 13,449,022 16,220,944 City of Corpus Christi- Budget Reinvestment Zone No.2 Fund 1111 Expenditure Detail by Organization Actual Original Amended Estimated Proposed Org. Expenses Budget Budget Expenses Budget Number Organization Name 2016-2017 2017-2018 2017-2018 2017-2018 2018-2019 11305 TIF02 Projects Infrastructure 0 0 0 0 600,000 12960 Packery Patrol Operations 32,781 0 0 0 0 55000 Principal retired 990,000 1,070,000 1,070,000 1,070,000 1,240,000 55010 Interest 353,700 309,150 309,150 309,150 261,000 55040 Paying agent fees 5,694 6,000 6,000 6,000 6,000 60010 Transferto General Fund 11,649 12,846 12,846 12,846 13,000 Reinvestment Zone No.2 Fund Expenditures Total 1,393,824 1,397,996 1,397,996 1,397,996 2,120,000 Reservered for Encumbrances 1,202,595 0 0 Reservered for Commitments 6,000,000 10,000,000 10,000,000 Unreserved 2,048,121 2,051,026 4,100,944 Closing Balance 9,250,716 12,051,026 14,100,944 SC GO O Va. v AGENDA MEMORANDUM NORROP p�EO 1852 Action Item for the City Council Meeting of August 21, 2018 DATE: August 3, 2018 TO: Keith Selman, Interim City Manager KeithSe(a)cctexas.com 361.826.3898 FROM: Rudy Bentancourt, Housing and Community Development Director RudyBC@cctexas.com 361.826.3044 Annual Board Meeting of the Corpus Christi Housing Finance Corporation CAPTION: Annual Board Meeting of the Corpus Christi Housing Finance Corporation PURPOSE: The purpose is to hold the Annual Board Meeting of the Corpus Christi Housing Finance Corporation in order to elect officers, consider offers concerning the disposition of the Ward Building and parking lot and consider options concerning future multifamily projects for affordable housing. BACKGROUND AND FINDINGS: Election of Officers Each year, the CCHFC must conduct its annual meeting and elect new officers. The Bylaws provide for the following: President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, General Manager and Assistant General Manager. Typically, the President and Vice President have been elected from the Board of Directors and the current officers are Rudy Garza, President, and Michael T. Hunter, Vice President. The Bylaws provide that all officers do not have to be Board members, and the remaining positions have been held by the persons on City staff holding the functional equivalent positions. The recommendation for these positions is as follows: General Manager Assistant General Manager Samuel "Keith" Selman Secretary Rebecca Huerta Assistant Secretary Paul Pierce Treasurer Constance Sanchez Assistant Treasurer Alma Casas Ward Building Existing Contract. Last December, the Board approved a Contract providing for the sale of the Ward Building and the related parking lot to William Hoover and David Nuss or an entity formed by them for such purposes. The terms are for a sales price of$150,000 with the obligation of the purchasers to develop the property into a mixed use development including retail space, collaborative work space and apartments within two years. The Feasibility Period under the Contract expired Monday, July 30, 2018, and the buyer is obligated to close on or before August 29, 2018. David Nuss has elected not to proceed with the purchase, but Bill Hoover wants to proceed on his own or with another investor. An assignment of David Nuss' interest in the Contract to Bill Hoover has been presented, but any assignments of the Contract are subject to the approval by the CCHFC Board. New Contract Offer. On June 20, 2018, staff and legal counsel received a Contract offer for the Ward Building and parking lot from The Clower Company or its assigns for$185,000.00. That Contract provides that the Ward Building will be demolished and the entire property used for parking as noted in Section 11. The entire property is subject to a deed restriction that requires that a minimum of 36 covered parking spaces be maintained on the property for monthly tenants, which is the current use of the parking lot portion of the property. The Clower Contract provides for a 45-day Feasibility Period with closing to be within 45 days afterwards. The offer does not have an expiration and has not been withdrawn. Background. The City originally acquired the Ward Building and adjacent vacant lots in 2008 utilizing CDBG funds in order to develop parking spaces as an incentive for development of the vacant Nueces Building into the Nueces Lofts apartments. The purchase price and development costs for the parking facility were designed as the economic incentive for the development of 66 new apartments in downtown Corpus Christi. (This development preceded establishment of the current incentive program available through the TIRZ #3 for development downtown.) In lieu of providing $800,000 in CDBG funds directly for the development, CDBG funds initially were used for the acquisition of the building and land and the development of the parking lot, but those funds had to be reimbursed to the CDBG program since a new use for the Ward Building could not be found within the required time under CDBG regulations. The CCHFC had funds available so it acquired the Ward Building and parking lot from the City and reimbursed all CDBG and other City funds invested in the project. The CCHFC has as its purpose the development of multifamily and single family housing, so the funds utilized by the CCHFC for the acquisition in order to support the Nueces Lofts development and other downtown residential development was within its corporate purposes. As the result of this acquisition and development of a new downtown parking lot, the Nueces Building was redeveloped into 66 apartments with a fitness center in first floor commercial space. Prior to its conversion, it was on the property tax rolls at a value of$900,000 at a rate similar to many other downtown properties. After the conversion, it now is on the tax rolls at over$5,700,000, and it has helped spur development of the Cosmopolitan Apartments and drive up other property values in the downtown area. The apartments are fully-occupied according to the owner. The Nueces Building also is listed on the National Register of Historic Places and serves as a model for how a historic preservation project can be completed. In 2009, 2014 and again in 2017, Requests for Proposals (RFPs) were issued for the adaptive re-use of the Ward Building and adjacent parking lot. The objective has been to sell the property to a developer that would assume the operation of the parking lot and redevelop the Ward Building. None of the proposals received over the years have been feasible. City staff has offered various financing terms for a portion of the acquisition costs in attempts to try to make the numbers work, but the renovation costs, debt service, and operating costs could not be successfully addressed. Options. The Board has the following options in responding to the request for approval of the assignment and the new offer: 1. Approve the Assignment to Bill Hoover and close the sale of the property on or before August 29, 2018 for$150,000.00. The Deed would require that redevelopment of the Ward Building be commenced within two years or the CCHFC would have the option to re-acquire the property for the purchase price of$150,000.00. 2. Reject the proposed Assignment and accept the new Contract offer from The Clower Company for$185,000.00. That sale would be subject to their feasibility review in the next 45 days, with closing to occur within 45 days thereafter. 3. Attempt to negotiate modifications to the existing Contract with Bill Hoover as a condition of approving the proposed assignment. The Board may want to see if it could get a higher price or different terms. It was anticipated that during the feasibility period the buyers would present further information on the plans for the building but that did not take place. The negotiation of any modifications probably would require an extension of the closing deadline of August 29. 4. Make a counter-offer to The Clower Company. The counter-offer could specify a different price or terms. It is important to keep in mind that a counter-offer terminates the offer on the table so if the other party rejects the counter-offer the original Contract offer is null and void. 5. Reject both options and solicit "best and final offers" from both parties by a specified deadline after the closing date expires under the current Contract. Schedule a future meeting to consider any proposals submitted. 6. Reject both options and Issue a new Request for Proposals after the closing date expires under the current Contract. The CCHFC has issued three Requests for Proposals at various times in the past and never received a qualified offer in response to an RFP. It has received five different contract offers over the past three years, including the current two Contracts, outside of any RFP process. The CCHFC is not legally required to sell the property pursuant to an RFP. 7. Reject both options and list the property with a real estate broker for sale after the closing date expires under the current Contract. Since this matter involves the negotiation of a contract involving the sale or exchange and value of real property, the discussion of this item may be conducted in closed session. Multi-family Affordable Housing Proposal NRP Group has submitted a proposal to develop, construct and operate one, two or possibly three apartment projects for affordable housing at different locations in the City. In 2005, the CCHFC entered into a similar partnership with NRP Group for the development of the Costa Tarragona I apartments located at N. Padre Island Drive and 1-35 Highway in Corpus Christi. Phase II of Costa Tarragona was completed in 2009. Under this financing mechanism, the CCHFC would form an LLC subsidiary to act as the general partner of a Texas limited partnership in which NRP Group and a tax credit investor are the limited partners. Although the general partner has legal liability for obligations of the partnership, the LLC would have no other assets, so neither the credit nor assets of the CCHFC nor of the City of Corpus Christi would be at risk in any way. The principals of NRP Group would sign any required personal guaranties in connection with any of the financing. The CCHFC would use its authority to issue tax-exempt bonds to finance a portion of the construction costs. Those bonds would be non-recourse as to the CCHFC and the sole obligation of the partnership for repayment. NRP Group would retain the involvement of a low-income housing tax credit investor to provide additional equity for the project. These would be 4% tax credits and not the 9% tax credits allocated through the program administered by the Texas Department of Housing and Community Affairs, so it would not be involved in any way with that annual allocation proceeding. In exchange for its participation in the partnership, the CCHFC would earn 30% of the development fees, 50% of the priority distributions, and 50% of the net revenues of the partnership. The current pro forma for each project shows $5,864,000 in development fees paid over the term of the financing, with the first $1,947,527 paid by the time of permanent loan closing. The 30% interest of the CCHFC would amount to $601,000 by permanent loan closing and $1,759,200 overall. Concerning the Costa Tarragona development, the initial development fees were paid in full, but the partners agreed to eliminate interest on the deferred development fee in order for the project to meet its cash flow requirements. The CCHFC has been paid a total of$645,435 in development fees on Costa Tarragona I and $451,800 on Costa Tarragona I I over the years with a balance remaining of$334,152. The CCHFC also charges a fee for the issuance of its tax exempt bonds. Although it has not issued any bonds since 2005, its fee schedule is 1/4 of 1% for the first $10 million and 1/8 of 1% for the remaining principal amount of bonds issued. The NRP pro forma shows a bond issue of approximately $21,760,000 so those fees would be $39,700. No action is required on this proposal at the present time, but NRP will be making a request in September for specific action on one or more of the projects. ALTERNATIVES: The CCHFC may elect such persons as officers as it sees fit and take any of the alternatives described under the section for the Ward Building. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The action conforms to all applicable City and CCHFC policies. EMERGENCY/ NON-EMERGENCY: Non-Emergency. This item requires only one meeting of the CCHFC Board. DEPARTMENTAL CLEARANCES: Housing and Community Development and City Secretary's Office FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: N/A RECOMMENDATION: Staff recommends the election of new officers. LIST OF SUPPORTING DOCUMENTS: Agenda for CCHFC Board Meeting Commercial Contract— Improved Property with Bill Hoover and David Nuss Commercial Contract— Improved Property with The Clower Company NRP Group Proposal Unapproved December 19, 2017, Board Meeting Minutes Treasurer's Report AGENDA CORPUS CHRISTI HOUSING FINANCE CORPORATION ANNUAL MEETING Date: Tuesday, August 14, 2018 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street, Corpus Christi, Texas 78401 1. President Rudy Garza calls meeting to order. 2. Secretary Rebecca H uerta calls roll. Board of Directors Officers Rudy Garza, President General Manager Michael T. Hunter, Vice President Samuel "Keith" Selman, Asst. General Manager Lucy Rubio Rebecca Huerta, Secretary Paulette Guajardo Paul Pierce, Asst. Secretary Debbie Lindsey-Opel Constance P. Sanchez, Treasurer Joe A. McComb Alma Casas, Asst. Treasurer Ben Molina Everett Roy Greg Smith 3 Public Comment. 4. Approve minutes of December 19, 2017 meeting. 5. Treasurer's Report. 6. Election of Officers: President Vice President General Manager Assistant General Manager Secretary Assistant Secretary Treasurer Assistant Treasurer 7. Discussion and Possible Action Concerning the Sale of the Ward Building and related Parking Lot. (The Board may consider this item in Executive Session pursuant to Section 551.072 of the Texas Government Code to discuss and deliberate the sale or exchange and value of the real property with possible action thereafter in open session.) 8. Discussion of proposal from NRP Group for new affordable multifamily housing developments. 9. Adjournment NHNUTES CORPUS CHRISTI HOUSING FINANCE CORPORATION SPECIAL MEETING December 19,2017 3:54 p.m. PRESENT Board of Directors Officers Rudy Garza, President Margie C. Rose, General Manager Michael T. Hunter, Vice-President Keith Selman, Asst. General Manager Lucy Rubio Rebecca Huerta, Secretary Carolyn Vaughn Paul Pierce, Asst. Secretary Paulette Guajardo Constance P. Sanchez, Treasurer Ben Molina Alma Casas, Asst. Treasurer Joe A. McComb Greg Smith Debbie Lindsey-Opel President Garza called the meeting to order in the Council Chambers of City Hall at 3:54 p.m. Secretary Huerta verified that a quorum of the Board was present to conduct the meeting and that notice of the meeting had been posted. President Garza,referred to Item 3 and called for approval of the minutes of the September 26,2017 Annual Meeting and the November 7,2017 Special Meeting. Board Member Lindsey-Opel made a motion to approve the minutes as presented, seconded by Board Member Guajardo, and passed unanimously. President Garza,referred to Item 4 and called for the Treasurer's Report ending September 30, 2017. Treasurer Constance Sanchez, noted the September 30, 2017 Treasurer's Report was unaudited and stated the total assets were$1,306,704 with liabilities of$334,152 for a total liabilities and fund balance of$972,552. Treasurer Sanchez said the Income Statement ending September 30, 2017 was also unaudited and shows expenditures of$28,812 and total revenues were$78,589,with an excess of revenues over expenditures of$49,777 for a total fund balance of$972,552. There were no questions. President Garza,referred to Item 5 and called for public comment. There were no comments from the public. President Garza,referred to Item 6,adoption of a Resolution approving the sale of the Ward Building and related parking lot and authorizing the President and General Manager to execute documents necessary to close the transaction. Board Members,the Director of Housing and Community Development,Rudy Bentancourt, and Business Liaison Alyssa Barrera,discussed the following topics: for how much the property was being recommended to be sold; whether an executive session was needed; what the development plan is for the building once sold;rehabilitation of the building; and introduction and a thank you to the developers, William Hoover and David Nuss. Minutes—CCHFC December 19, 2017—Page 2 Board Member Rubio made a motion to approve the Resolution,seconded by Board Member Molina, and passed unanimously. There being no further business to come before the Corporation,President Garza adjourned the meeting at 4:00 p.m. CORPUS CHRISTI HOUSING FINANCE CORPORATION COMPARATIVE BALANCE SHEET June 30,2018 June 30 FY 2018 2017 Assets Cash, cash equivalents &investments $ 218,060 $ 204,615 Receivables Accounts 334,152 334,152 Total assets $ 552,212 $ 538,767 Liabilities Unearned revenue $ 334,152 $ 334,152 Fund Balance Restricted 218,060 204,615 Total liabilities and fund balances $ 552,212 $ 538,767 CORPUS CHRISTI HOUSING FINANCE CORPORATION STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE FOR THE NINE MONTHS ENDED JUNE 30,2018 June 30 FY 2018 2017 Revenues Charges for services $ 14,051 $ 78,483 Earnings on investments 259 106 Total revenues 14,309 78,589 Expenditures Current Community Development 865 1,304 Excess (deficiency) of revenues over (under) expenditures 13,445 77,285 Fund balance at beginning of year 204,615 127,330 Fund balance at end of year $ 218,060 $ 204,615 SO-2-3 COMMERCIAL CONTRACT—IMPROVED PROPERTY 1. PARTIES: Seller agrees to sell and convey Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the Sales Price stated in Paragraph 3. The parties to this Contract are: Seller: Corpus Christi Housing Finance Corporation Address: 1201 Leopard Street, Corpus Christi,Texas 78401 Phone: 361-826-3898 Fax: Buyer: David Nuss and William Hoover, on behalf of an entity to be formed Address: 3636 S.Alameda, Ste B, Corpus Christi,Texas 78411 Phone: 210-771-8194 Fax: 2. PROPERTY: A. The property sold by this contract is called the "Property." The Property is that real property situated in Nueces County, Texas, at 540 Chaparral Street, Corpus Christi, Texas (address) that is legally described on the attached Exhibit A or as follows: Lots One (1), Two (2), Three (3), and Four(4), Block Eleven (11), of BEACH PORTION, a subdivision in the City of Corpus Christi, Texas, according to the map or plat thereof recorded in Volume A, Pages 2 and 3, of the Map Records of Nueces County,Texas. B. The Property is sold together with: (1) all buildings, improvements,and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title and interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights- of-way; (3) Seller's interest in all leases, rents, and security deposits for all or part of the Property; (4) Seller's interest in all licenses and permits related to the Property; (5) Seller's interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) Seller's interest in any trade names, if transferable, used in connection with the Property; and (7) the following personal property: None (Describe any exceptions, reservations, or restriction in Paragraph 11 or an addendum) 3. SALES PRICE: At or before Closing,Buyer will pay the following Sales Price for the Property: A. Cash portion payable by Buyer at Closing(including earnest money).............$ 150,000:00 B. Sum of all financing described in Paragraph 4 .................................................$ 0*00 C. Sales Price(Sum of A and B)............................................................................$ 150,00000 4. FINANCING: Buyer will finance the portion of the Sales Price under Paragraph 3B as follows: 20118 JR41 1'-1 PV"0.-50 Initialed for Identification by Buyer_Seller Page I of 13 ❑ A. THIRD PARTY FINANCING: One or more third party loans in the total amount of$ as provided in the attached Addendum. 0 B. ASSUMPTION: Buyer shall assume the unpaid principal balance of a promissory note in accordance with the attached Addendum, which unpaid balance at Closing will be 0 C. SELLER FINANCING: The delivery of a promissory note and deed of trust from Buyer to Seller under the terms of the attached Addendum in the amount of$ 5. EARNEST MONEY: Not later than three days after the Effective Date of this Contract, Buyer shall deposit the sum of$1,000 as Earnest Money with San Jacinto Title at 520 Lawrence Street, Corpus Christi, Texas 78401 (address), as Escrow Agent. The Earnest Money shall be placed in an interest-bearing account by the Escrow Agent upon the written request of Buyer, and any interest thereon shall be part of the Earnest Money. If Buyer fails to deposit the Earnest Money as required by this Contract, Buyer shall be in default. 6. TITLE POLICY, SURVEY AND UCC SEARCH: A. Title Policy: Seller shall furnish to Buyer at Fx1 Seller's expense D Buyer's expense an Owner's Policy of Title Insurance (the "Title Policy") issued by San Jacinto Title (the "Title Company") in the amount of the Sales Price and dated at or after Closing, insuring Buyer's fee simple title to the Property to be good and indefeasible subject only to those title exceptions permitted herein, or as may be approved by Buyer in writing, and the standard printed exceptions contained in the usual form of the Title Policy;provided, however: (1) the exception as to the area and boundaries shall nx not be deleted 0 be deleted except for "any shortages in area"; and if deleted the cost of such deletion shall be an expense of Buyer; (2) the exception as to restrictive covenants shall be endorsed "None of Record", except as identified herein; (3) the exception as to taxes shall be limited to taxes for the current year not yet due and payable and subsequent years, and subsequent assessments for prior years due to changes in land usage or ownership. Seller shall deliver to Buyer within ten (10) days after the Effective Date of this Contract a Commitment for Title Insurance (the Commitment) and legible copies of all recorded instruments affecting the Property and recited as exceptions in the Commitment. B. Survey: (1) Within 15 days after the Effective Date: El (a) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. El (b) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the Effective Date. 9 (c) Seller will deliver a true and correct copy of Seller's existing survey of the Property. Initialed for Identification by Buyer_Seller Page 2 of 13 (2) The survey required under Paragraph 6B(1) must be made by a Registered Professional Land Surveyor acceptable to the Title Company. The survey must: (a) identify the Property by metes and bounds or platted lot description; (b) show that the survey was made and staked on the ground with comers permanently marked; (c) set forth the dimensions and total area of the Property; (d) show the location of all improvements, highways, streets, roads, railroads, rivers, creeks or other waterways, fences, easements, and rights-of-way on the Property with all easements and rights-of-way referenced to their recording information; (e) show any discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the Property lying in a special flood hazard area (an "A" or "V" zone as shown on the current Federal Emergency Management Agency (FEMA) flood insurance rate map); and (f) contain the surveyor's certificate that the survey is true and correct. C. UCC Search: ❑ (1) Within 15 days after the Effective Date, Seller, at Seller's expense, will furnish Buyer a Uniform Commercial Code (UCC) search prepared by a reporting service and dated after the Effective Date. The search must identify documents that are on file with the Texas Secretary of State and the county where the Property is located that relate to all personal property on the Property and show, as debtor, Seller and all other owners of the personal property in the last 5 years. N (2) Buyer does not require Seller to furnish a UCC search. D. Buyer's Objections to the Commitment, Survey and UCC Search: (1) Within 15 days after Buyer receives the Commitment, copies of the documents evidencing the title exceptions, any required survey, and any required UCC search, Buyer may object in writing to matters disclosed in the items if (a) the matters disclosed constitute a defect or encumbrance to title other than those permitted by this Contract or liens that Seller will satisfy at Closing or Buyer will assume at Closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or"V"zone as defined by FEMA); (2) Seller may, but is not obligated to, cure Buyer's timely objections within 20 days after Seller receives the objections. The Closing Date will be extended as necessary to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this Contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the Earnest Money, less any independent consideration under paragraph 7B(3)(a),will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object, except that Buyer shall not be deemed to waive the requirements in Schedule C of the Commitment. Initialed for Identification by Buyer_Seller Page 3 of 13 A--\ 7. PROPERTY CONDITION/FEASIBILITY STUDIES: N A. PRESENT CONDITION: Z (1) Buyer accepts the Property in its present "as-is" condition. ❑ (2) Buyer accepts the Property in its present condition provided that Seller, at Seller's expense, shall complete the following repairs prior to Closing: Buyer shall pay for any other repairs required by a lender. nx B. INSPECTIONS AND FEASIBILITY STUDIES: (1) Delivery of Property Information: Within 10 days after the Effective Date of this Contract, Seller shall deliver to Buyer the following items: (a) a euffent r-ent foil of all leases aff-eetin th repe.A.- Wied by Seller-as tfue and eor-reet; (b) copies of all current leases pertaining to the Property, including any modifications, supplements,or amendments to the leases; (e) a eurfent if",entef:5,of all tangible personal prepet4y eA%ed by Seller-that is lee on, attaelied to, and used in eenneetion with the Wepefty's epemtiens; (d) eepies ef all notes and deeds ef tfust against the Pfepefl_�),that Buyef will assufne e that Seller-will net pay in full an or-b-"--- (e) eepies ef all ettfr-ent 4enanee, nent agfeements relating the owner-ship and operation of-die Prepert-yi. (f) eepies ef all eurfent waffanties and guafanties felating to all er- pat4 ef the pfepeftyit (g) eepies ef fire, hazar-d, liability, and other- lieies theA eurrently r-elate +t-D--+ JI leasing or-ep—_ _gr-eerflents that euffently r-elate to all er paFt of Pr-eper�y; (i) a eopy of the"as built"plans and speeifleations of theT+epeft-3,-, eepies of all inveiees fer-utilities and . . . :ed by Seller for-the Prepefty4n the 24 Months iffi—Aiately pr-eeeding die EMetive Date; ,k) a eepy of Seller's ineerae and expense statement fer the Property to (1) copies of all previous environmental assessments, studies, or analyses made on or relating to the Property; (m)real and personal pfoperty tax statements for- the Prepefty fef the pfevie ealendar-years; and (n) (2) Inspections, Studies, or Assessments: (a) Within 180 days after the Effective Date (the "Feasibility Period"), Buyer, at Buyer's expense, may complete or cause to be completed inspections, studies, or assessments of the Property. Inspections, studies, or assessments may include, but are not limited to: Initiated for Identification by Buyer_Seller Page 4 of 13 (i) physical property inspections; (ii) economic feasibility studies; (iii) environmental assessments;and (iv) engineering studies. (b) Buyer must: (i) employ only trained and qualified inspectors and assessors; (ii) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (iii) abide by any reasonable entry rules or requirements that Seller may require; (iv) not interfere with existing operations or occupants of the Property; and (v) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (c) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this Paragraph. This Paragraph survives termination of this Contract. (3) Feasibility Period and Right to Terminate: Buyer may terminate this Contract for any reason within 180 days after the Effective Date by providing Seller with written notice of termination. If Buyer does not terminate within the time required, Buyer accepts the Property in its present "as is" condition with any repairs Seller is obligated to complete under this Contract. (Check only one box). N (a) If Buyer terminates under this Paragraph 7B(3), the Earnest Money will be refunded to Buyer less $100.00 that Seller will retain as independent consideration for Buyer's right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the full amount specified in Paragraph 5 to the Escrow Agent. The independent consideration is to be credited to the Sales Price only upon Closing of the sale. ❑ (b) Buyer has paid Seller$ as independent consideration for Buyer's right to terminate by tendering such amount directly to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B(3), the Earnest Money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration ❑ will ❑ will not be credited to the Sales Price only upon Closing of the sale. (4) Return of Property Information: If this Contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (i) return to Seller all those items described in Paragraph 7B(1) that Seller delivered to Buyer and all copies that Buyer made of those items; and (ii) deliver copies of all inspection and assessment reports (excluding economic feasibility studies) related to the Property that Buyer completed or caused to be completed. This Paragraph 7B(4) survives termination of this Contract. Initialed for Identification by Buyer_Seller Page 5 of 13 qV # (5) Contracts Affecting Operations: After Buyer's right to terminate under 7B(3) expires, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's prior written approval. 8. BROKERS: (Ce Broker) represents Buyer and is a Go Broker herein. Seller agrees fl ; -0,4 of the total Sales Priee in County, Texas on the Closing Date of this sale, but not other-wise, w-hieh Eserew Age-A-slia 1 pay from Seller's tale lone half f eae, to Broker-and to Q) L2.-...Lo,•\ 9. CLOSING: A. The closing of the sale shall be on or before thirty (30) days after the Feasibility Period, or within seven (7) days after any title objections have been cured, whichever date is later (the "Closing Date") at the offices of the Title Company; however, if financing or assumption approval has been obtained pursuant to Paragraph 4, the Closing Date shall be extended up to 15 days only if necessary to comply with lender's closing instructions (for example, survey and closing documents). If either party fails to close this sale by the Closing Date, the non- defaulting party shall be entitled to exercise the remedies contained in Paragraph 15. B. At Closing Seller shall furnish, at Seller's expense (strike any not to be furnished): (1) tax statements showing no delinquent taxes on the Property; (2) a Special Warranty Deed conveying good and indefeasible title to the Property showing no additional exceptions to those permitted in Paragraph 6; (3) an assignment of all leases to or on the Property duly executed by Seller, if any; (4) to the extent assignable, an assignment duly executed by Seller of any licenses and permits, maintenance, management or other contracts, and any warranties or guaranties defined as part of the Property in Paragraph 2 or conveyed by this Contract; (5) evidence that the person executing this Contract is legally capable and authorized to bind Seller. C. At Closing Buyer shall: (1) pay the Sales Price in good funds acceptable to the Escrow Agent; (2) deliver evidence that the person executing this Contract is legally capable and authorized to bind Buyer; and (3) execute and deliver any notices, statements, certificates, or other documents required by this Contract or law necessary to close the sale. D. Unless the parties agree otherwise,the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 10. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this Contract, Initialed for Identification by Buyer Seller Page 6 of 13 ordinary wear and tear excepted. Until Closing, Seller will operate the Property in the same manner as on the Effective Date. Any possession by Buyer before Closing or by Seller after Closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. 11. SPECIAL PROVISIONS: (Insert factual statements and business details applicable to this sale.) Attached hereto are the following Exhibits and Addenda which are a part hereof: A. Development of Property. Buyer agrees to redevelop the Property within two (2) years from the Closing Date to include collaborative space for entrepreneurs and small businesses, retail space, and apartments according to plans approved by Seller during the feasibility period. B. Deed Restriction for Parking. The Property is subject to a deed restriction requiring the maintenance of not less than thirty-six (36) covered parking spaces made available for monthly tenants only. C. As-Is Sale. The Property is being sold"AS IS"pursuant to the provisions attached as Exhibit A. D. Legal Representation. The parties acknowledge that John Bell and the law firm of Wood, Boykin & Wolter, P.C.represents the Seller in this transaction but has represented principals and entities associated with the Buyer in the past and in other matters. The parties agree that John Bell and said law firm solely represent the Seller in this transaction. The foregoing provisions shall survive the Closing Date. 12. SALES EXPENSES: A. SELLER'S EXPENSES: Prepayment penalties on any existing loans paid at Closing(provided that, Buyer agrees that Buyer shall be responsible for any prepayment penalties on any loan if Buyer elects to prepay such loan), plus cost of releasing liens and recording releases; tax statements; 1/2 of any escrow fee; preparation of deed; preparation and recording of any deed of trust to secure assumption; other expenses stipulated to be paid by Seller under other provisions of this Contract. B. BUYER'S EXPENSES: Application, origination, processing, commitment and loan discount fees; private mortgage insurance premiums and any loan assumption or transfer fees; expenses incident to new loan(s) (e.g., preparation of any note, deed of trust and other loan documents, survey [unless stipulated to be paid by Seller in Paragraph 6], recording fees, copies of restrictions and easements, Mortgagee Title Policies, credit reports, photos); 1/2 of any escrow fee; any required reserve deposits for ad valorem taxes and assessments; any prepaid interest required by lenders to be paid at Closing; expenses stipulated to be paid by Buyer under other provisions of this Contract. C. If any sales expense exceeds the amount stated in this Contract to be paid by either party, either party may terminate this Contract unless either party agrees to pay such excess. Initialed for Identification by Buyer_Seller Page 7 of 13 1i 13. PRORATIONS,ROLLBACK TAXES,RENT AND DEPOSITS: A. Prorations: Interest on any assumed (or subject to) note, assessments, current taxes, and any rents and maintenance fees shall be prorated through the date of Closing. If ad valorem taxes for the year in which the sale is closed are not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed for the previous year, and any necessary cash adjustment of such proration shall be made between Seller and Buyer after Closing when actual tax amounts are available. If Buyer is assuming payment of, or taking subject to, any existing loan on the Property, all reserve deposits for the payment of taxes or other charges shall be transferred to Buyer by Seller and Buyer shall pay to Seller the amount of such reserve deposits. B. Prollbaek Twigs: if Seller- ehanges the - e of the Pr-opet4y befe� Closing or- if a denial of-a speeial valuation on the Pmpefty elaimed by Seller-results in the assessment of additional taxes, penalties, or interest (assessiments) for peFieds before Closing, the assessffiefits will be the obligation of the Seller. if this sale or- Buyer's use of the Propefty after- Closing results in additional assessments for- periods be-"--- 01-1: .—n-g, the assessments will - the obligation o Buyef. This Pafagr-aph 13B survives Closing. G. Estevoel Geffifieates- (1) Within _ days after the Effeetive Date, Seller will delivef to Buyer estoppel eertifieates signed not earlier-than by eaeh tenant t.h--+.lea-ses spaee in the Propert ,. (2) The estoppel eet4ifieates must..tato: (a) that no default exists tmder- the lease by the landlord er- tenant as of the date estoppel eeftifleate is signed; (b) the ametint of the seheduled rents to be paid thfough the end of the lease and-eff rental payments that have been paid in advaneem,!- (e) the amount of any seeufity depos-W, (d) the amount of any of&ets tenant is entitle against rent; (e) the expiration date of the lease; (f) a desefiption of any r-enewal options; and (g) D. Rent and Security Deposits: At Closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after Closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 13D survives Closing. 14. CASUALTY LOSS AND CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the Effective Date, Seller must restore the Property to its previous condition as soon as reasonably possible and not later than the Closing Date. If,without fault, Seller is unable to do so,Buyer may: (1) terminate this contract and the earnest money, less the independent consideration paid for Buyer's right to terminate under Paragraph 7B(3),will be refunded to Buyer; Initialed for Identification by Buyer_Seller Page 8 of 13 �w� (2) extend the time for performance up to 15 days and the Closing Date will be extended as necessary; or (3) accept the Property in its damaged condition and accept an assignment of any insurance proceeds Seller is entitled to receive. B. If any part of the Property is condemned prior to the Closing Date, Seller shall promptly give Buyer written notice of such condemnation and Buyer shall have the option of either applying the proceeds of any condemnation award to reduce the Sales Price provided herein or declare this Contract terminated by delivering written notice of termination to Seller, and the Earnest Money shall be refunded to Buyer with no Broker's fee due. 15. DEFAULT: A. If Buyer fails to comply herewith, Buyer shall be in default, and Seller may (1) enforce specific performance or (2) terminate this Contract and receive the Earnest Money as liquidated damages,thereby releasing Buyer from this Contract. B. If Seller is unable without fault, within the time herein required, to (1) deliver the Commitment or (2) deliver the Complete Abstract, Buyer may either terminate this Contract and receive the Earnest Money as the sole remedy or extend the time for performance up to fifteen (15) days and the Closing Date shall be extended as necessary. C. If Seller fails to comply herewith for any other reason, Seller shall be in default, and Buyer may (1) enforce specific performance or (2) terminate this Contract and receive the Earnest Money, thereby releasing Seller from this Contract. D. Seller's failure to satisfy Buyer's objections under Paragraph 6 shall not constitute a default by Seller. 16. ATTORNEY'S FEES: If Buyer, Seller, any Broker, or Escrow Agent is a prevailing party in any legal proceeding brought under or with relation to this Contract or transaction, such party shall be additionally entitled to recover court costs, reasonable attorney's fees, and all other litigation expenses from the non-prevailing parties. 17. ESCROW: The Earnest Money is deposited with Escrow Agent with the understanding that Escrow Agent is not (a) a party to this Contract and does not assume or have any liability for the performance or non-performance of any party to this Contract, (b) liable for interest on the funds held unless required in Paragraph 5 and (c) liable for any loss of escrow funds caused by the failure of any banking institution in which such funds have been deposited unless such banking institution is acting as Escrow Agent. If both parties make demand for the payment of the Earnest Money, Escrow Agent has the right to require from all parties and brokers a written release of liability of Escrow Agent which authorizes the disbursement of the Earnest Money. If only one party makes demand for payment of the Earnest Money, Escrow Agent shall give notice to the other party of such demand. Escrow Agent is authorized and directed to honor such demand unless the other party objects to Escrow Agent in writing within thirty (30) days after Escrow Agent's notice to that party. At Closing, the Earnest Money shall be applied first to any cash down payment, then to Buyer's closing costs and any excess refunded to Buyer. Any refund or payment of the Earnest Money under this Contract shall be reduced by the amount of any actual expenses incurred on behalf of the Initiated for Identification by Buyer_Seller Page 9o V4r parry receiving the Earnest Money, and Escrow Agent shall pay the same to the creditors entitled. thereto. 18. MATERIAL FACTS: A. To the best of Seller's kneWleA_ A -B (1) Seller- is not aware of any material defeets to the Prepefty erme-ep.1 --- 4--ted in the attaehed D-----,Condition Statement. -D (2) Seller is not aware of any of the following, except as desefibed other-wise in this Gentraet: • (a) any subsuffaee 3 y PropertJ-, Property;(e) any envirenmental hazards or-eendifiens that aff-eet the (d) whether- the Pr-opefty is or-has ever- been used for-the ster-age or- disposal of hazardous mater-ials of to-xie waste, a dump site or- landfill, of any under-gr-etmd tanks e eenta'inefs. (e) whether-r-aden, asbestos insulation or-fireproofing, ur-ea foFmaldehyde foam , lead based paint, tercie meld (te the extent that it advefsely affeets the health e ordinaFy , igta.lever-existed , , +l,a Aw,raEart.,• , ( � wetlands, , , i'.tf'd B. Each written lease Seller is to furnish to Buyer under this Contract must be full force and effect according to its terms without amendment or modification that is not disclosed to Buyer in writing. Seller must disclose, in writing,to Buyer if any of the following exist at the time Seller provides the leases to Buyer or subsequently occur before Closing: (1) any modifications, amendments,or default by landlord or tenant under the Ieases; (2) any failure by Seller to comply with Seller's obligations under the leases; (3) any circumstances under the leases that entitle a tenant to terminate the lease or seek any offsets or damages; (4) any non-occupancy of the leased premises by a tenant; (S) any advance sums paid by a tenant under the lease; (6) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (7) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s)assumed or taken subject to under this Contract. 19. NOTICES: All notices between the parties under this Contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties' addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. 20. FEDERAL TAX REQUIREA4ENT: If Seller is a "foreign person", as defined by applicable law, or if Seller fails to deliver an affidavit that he is not a "foreign person", then Buyer or Escrow Agent, on instruction from Buyer, shall withhold from the sales proceeds an amount sufficient to Initialed for Identification by Buyer Seller Page 10 of 13 comply with applicable tax law and deliver the same to the Internal Revenue Service, together with appropriate tax forms. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this Contract that may arise. If the dispute cannot be resolved by negotiation, the dispute shall be submitted to mediation before the parties resort to arbitration or litigation and a mutually acceptable mediator shall be chosen by the parties to the dispute who shall share the cost of mediation services equally. 22. AGREEMENT OF PARTIES: This Contract shall be binding on the parties, their heirs, executors, representatives, successors, and assigns. This Contract shall be construed under and in accordance with laws of the State of Texas. This Contract contains the entire agreement of the parties and cannot be changed except by written agreement. If this Contract is executed in a number of identical counterparts, each counterpart is deemed an original and all counterparts shall, collectively, constitute one agreement. Addenda which are part of this Contract are: ❑ (1) Property Description Exhibit identified in Paragraph 2; ❑ (2) Financing Addendum; ❑ (3) Commercial Property Condition Statement; ❑ (4) Notice to Purchaser of Real Property in a Water District(MUD); ❑ (5) Addendum for Coastal Area Property; ❑ (6) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway; ❑ (7) Addendum for Unimproved Property in a Certificated Service Area of a Utility Service Provider; and Fx-1 (8) AS IS Clause 23. TIME: Time is of the essence in this Contract and strict compliance with the times for performance is required. 24. EFFECTIVE DATE: The Effective Date of this Contract for the purpose of performance of all obligations is the date the Escrow Agent receipts this Contract after all parties execute this Contract. 24. ASSIGNMENT: ❑ A. Buyer may not assign this Contract. nx B. Buyer may assign this Contract to an entity controlled by Buyer, and upon such assumption in writing of all obligations and liabilities of Buyer under this Contract, Buyer shall be relieved of all liability hereunder. 25. MISCELLANEOUS: A. Buyer should have an Abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a Title Policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49 of the Texas Water Code requires Seller to deliver and the Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness,or standby fee of the district prior to final execution of this Contract. C. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the State, Section 33.135 of the Texas Natural Resources Code, requires a notice regarding coastal area property to be included in this Contract. Initialed for Identification by Buyer_Seller Page I I of 13 11A— D. Buyer should not rely upon any oral representations about the Property from any source. E. Brokers are not qualified to render property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to render such services. Selection of inspectors and repairmen is the responsibility of the Buyer and not the Broker. 26. TEXAS LAW TO APPLY: This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in the county in which the Property is located. 27. CONSULT YOUR ATTORNEY: The Broker cannot give you legal advice. This is intended to be a legally binding contract. READ IT CAREFULLY. NO REPRESENTATION OR RECOMMENDATION IS MADE BY BROKER OR ITS AGENTS OR ITS EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS DOCUMENT OR TRANSACTION. If you do not understand the effect of any part of this Contract, consult your attorney BEFORE signing. Buyer's Seller's Attorney: Attorney: John D. Bell N Seller:,Corpus Christi Housing Finance Buyer: Corporation Name: DAidNuss 1112 By: lkJ�aQ-7\- By: Name: William Hoover Name: Rudy Garza Title: President ESCROW RECEIPT Escrow Agent acknowledges receipt of this Contract and Earnest Money on I – `&O– it —(Effective Date). Escrow Agent: San Jacinto Title Services of Texas, LLC ga By: iE, T 41t, CITY GEC F1L-"-AH FA2705\38 Ward Bldg\]7 Contract for Purchase 1127.doex Page 12 of 13 O/V' EXHIBIT A AS IS CLAUSE By acceptance and recording hereof BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (1)the nature, quality or condition of the property, including without limitation,the water, soil and geology; (ii) the income to be derived from the property; (iii)the suitability of the property for any and all activities and uses which Buyer may conduct thereon; (iv) the compliance of or by the property or its operation with any laws, rules, ordinances or regulations, of any applicable governmental authority or body; (v) the habitability, merchantability or fitness for a particular purpose of the property. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE NOR GIVEN ANY REPRESENTATIONS REGARDING: (i) solid waste, as defined by the Texas Solid Waste Disposal Act and the regulations adopted thereunder; (ii) the disposal of or existence of in or on the property, of any hazardous substance. Hazardous substance shall mean any substance which (at any time) shall be listed as "hazardous" or "toxic" in the regulations implementing the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42 U.S.C. 9601 et seq.,the Resource Conservation and Recovery Act("RCRA"),42 U.S.C.6901 et seq., or which has been or shall be determined at any time by any agency or court to be a hazardous or toxic substance regulated under Applicable Law. The term "Hazardous Substance" shall also include, without limitation,raw materials,building components, the products of any manufacturing or other activities on the subject property, wastes, petroleum, and source, special nuclear or byproduct material as defined by the Atomic Energy Act of 1954,as amended(42 U.S.C. 3011,et seq.,as amended). Buyer further acknowledges and agrees that Buyer or Buyees agents have inspected the property and is relying solely on Buyer or Buyer's agents investigation of the property by Buyer or Buyer's agents and not on any information provided or to be provided by Seller. Buyer acknowledges and agrees that any information provided or to be provided with respect to the property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN"AS IS,WHERE IS"CONDITION AND BASIS WITH ALL FAULTS. FA2705\38 Ward Bidg\17 Contract for Purchase 1127.doex Page 13 of 13 Z�A/ V)— _,,00 CONTP2ACT AND VARN PST MONEY RECEXPT Receipt of (26ntract and 0$ Earnest Money in the form of is acknowledged. Escrow Agent; Date. By: r Tele hones Address Facsimile-. ( ) city State Zip -TEXAS ASSOCIATION OF REALTORS COMMERCIAL CONTRACT - IMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORSOIS NOT AUTHORIZED. CrraXas Assocfalion of REALTOWJX,Inc.2014 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: 0S Address: Phone: E-mail: Fax: Other: Buyer: Address: r Phone: E-mail: Fax: Other: 2. PROPERTY: A. "Property' means that real prop situ-alled in County, Texas at • (address) and that is legally described on the attached Exhibit or as follows: B. Seller will sell and convey the Property together with: (1) all buildings, improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights-of-way; (3) Seller's interest in all leases, rents, and security deposits for all or part of the Property; (4) Seller's interest in all licenses and permits related to the Property; (5) Seller's interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) Seller's interest in any trade names, if transferable, used in connection with the Property; and (7) all Seller's tangible personal property located on roperty that is used in connection with the Property's operations except: Any personal property not included in the sale must be removed by Seller prior to closing. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (if mineral rights are to be reserved an appropriate addendum should be attached) (If the Property is a condominium, attach Commercial Contract Condominium Addendum (TAR-1930.) 3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the Property: A. Cash portion payable by Buyer at closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ �� B. Sum of all financing described in Paragraph 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ C. Sales price (sum of 3A and 3B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ (TAR-1801)4-1-14 Initialed for Identification by Seller , and BuyeZf, Page 1 of 14 ComgAer genmied ustiq Ad Awmad"-v8-02 saBwam.from PutoReally,I.I.C.1080 W Pipeline,Sum 101 Hmt.TX 76057,(800)322-1178 C 1Usem%Tun C1ewerWUs4%Docum@ntzYkGV W ntiaed This inslaaatim of AuroCOWNcl 'is licensed Far use W Betty Gaston of Gaston Properties,and is Flat transferable Use by oMen is a v,olatim of federal**mot law under Title 17 U.S.0§181 printed 08.152016 Commercial Contract-Improved Property concerning WCWa 107ov, 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 313 as follo s: ❑ A. Third Party Financing: One or more third party loans in the total amount of$ This contract: ❑ (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR-1931). ❑ B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR-1931), Buyer will assprr existing promissory note secured by the Property, which balance at closing will be $ JV_ & - ❑ C. Seller Financing: The delivery of a promissory note and deed of trust from Buyer to Seller under the terms of t attached Commercial Contract Financing Addendum (TAR-1931) in the amount of $ 5. EARNEST MONEY: ad* rr � A. Not later than 3 days after the eff ve date, Buyer must deposit J� s earnest money with 6n7� e G S VI e.-se. title company) at !`!.S ! (address) A*NA.(.closer). If Buyer fails o timely deposit the earnest money, Seller may terminate this c ntract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of $ with the title company to be made part of the ea st money on or before: ❑ (i) �days after Buyer's right to terminate ter r aragraph 7B expires; or ❑ (ii) N Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 513 within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY, SURVEY, AND UCC SEARCH: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read "shortages in areas" at the expense of ❑ Buyer ❑ Seller. (3) Within days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. / (TAR-1801)4-1-14 Initialed for Identification by Seller and Buyet Page 2 of 14 Computer generated uwg AuMContrad-v6.02 601twi e,from AutoRaaky,LLC,1080 W Pipeline,sura Int Hurst.TX 76M.(NO)722-1178 CAUsers5ran Cower%MusielUooumeMsWCWinWftWed This installaoon of AutoContrad^'is boensed for use to Betty Gaston of Gaston Properties.and is not transferable Use by otlrers is a violation of federal mpyrio taw under Title 17 U.S.0§101 printed 0&15.2010 Cornrrtercial Contract- Improved Property concerning Wat'd wk 0 B. Survey: Within to days after the effective date: ❑ (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/AGSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer (insert amount) of the cost of the survey at closing, if closing occurs. ❑ (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTAIACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. V(3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller's expense, will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary foE Seller toApliver an acceptable survey within the time required. Buyer will reimburse Seller (insert amount)of the cost of the new or updated survey at closing, if closing occurs. C. UCC Search: ❑ (1) Within 10 days after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform Commercial Code (UCC) search prepared by a reporting service and dated after the effective date. The search must identify documents that are on file with the Texas Secretary of State and the county where the Property is located that relate to all personal property on the Property and show, as debtor, Seller and all other owners of the personal property in the last 5 years. ❑ (2) Buyer does not require Seller to furnish a UGC search. D. Buyer's Obiections to the Commitment Survey, and UCC Search: (1) Within . 16 ,days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, any required survey, and any required UCC search, Buyer may object to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title to the real or personal property described in Paragraph 2 other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or(b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date Buyer actually receives the survey; or (ii) the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 713(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. (TAR-1801)4-1-14 Initialed for Identification by Seller and Buyz�, Page 3 of 14 Compuler 0enereted using AuteContract-x8.02 sollwaro,ftom AuloReelly.LLC.1080 W Poehm.Suite 101.Host.TIC 78057,(800)7724178 C:%Uwm%Ten CUmerWusWQocwnenL&IACWiinWntitled ,This intumatien W AuWontradw is k=sed for use to 6enr Gaston of Caston ft"itias,and is not lrsnsterable Use by oMens is a wdation of raderal copynOM law under Title 17 U.S.0 6101 pooled 08.15.2018 Commercial Contract-Improved Property concerning '' 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present c ndition except that Seller, at Seller's expense, will complete the following before closing: B. Feasibility Period: Buyer may terminate this contract for any reason within JF days after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) ❑ (1) If Bu r termines under this Paragraph 7B, the earnest money will be refunded to Buyer less that Seller will retain as independent consideration for Buyer's unrestricted right o terminatr Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7BM or if Buyer fails to deposit the earnest money, Buyer will not have the richt to terminate under this Para ra h 7B. ❑ (2) Not later than 3 days after the effective date, Buyer must pay Seller$ O 19 as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Para ra h 7130 or if Buyer fails to r)av the independent con ideration Buyer will not have the right to terminate under this Paragraph 7B. C. Inspections. Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyers expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Seller, at Seller's expense, will turn on all utilities necessary for Buyer to make inspections, studies, or assessments; oryL--A, 1F 0t,lj hofs qYv— P re-se-VA-Ly A-Ly CL%�'C .! L-qUQ, (3) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (4) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property Information: Within 10 days after the effective date, Seiler will deliver to Buyer: (Check all that apply.) (TAR-1801)4-1-14 Initialed for Identification by Seller and Buyer `—� Page 4 of 14 Comp aergeneraled using AuVCArtr2ct^'r8.02 software,fromAuloftft LLC,1080 W.Pipeline,Suite 101.Hunt T%78051,(800)122.1178 CNiseniton Claw9Musi:0ocmnenlitACWn1UnbtIed T1ws instaealioa of AuWContractl a tinnsed for use m Betty Gaston of Gaston Ptoperbes,and Is nal transferable Use by others is a w9ation of federal aWpghl law under Title 17 U.S.C.SI01, printed o&15-2018 Commercial Contract-Improved Property concerning WdId 1�4q 1 (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct; (b) copies of all current leases pertaining to the Property, including any modifications, supplements, or amendments to the leases; li (c) a current inventory of all personal property to be conveyed under this contract and copies of any leases for such personal property; ❑ (d) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; VO(e) copies of all current service, maintenance, and management agreements relating to the ownership and operation of the Property; em copies of current utility capacity letters from the Property's water and sewer service provider; ❑ (g) copies of all current warranties and guaranties relating to all or part of the Property; 'e(h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property; ❑ (i) copies of all leasing or commission agreements that currently relate to the tenants of all or part of the Property; a copy of the"as-built" plans and specifications and plat of the Property; 19' (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months immediately preceding the effective date; e(I) a cop of S 1 is income and expense statement for the Property from �� / to i W (m)copies of all previous environmental assessments, geotechnical reports, studies, or analyses "' made on or relating to the Property; � I� {n) real & personal property tax statements for the Property for the previous 2 calendar years; and ❑ (o) Tenant reconciliation statements including, operatin�ex_p n es, insurance and taxes for the Pro a from -XcW-)IA 2-00- to L� ; and ❑ M— (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) ❑ (a) return to Seller all those items described in Paragraph 713(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; ❑ (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied; and ❑ (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affectino Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (TAR-1801)4-1-14 Initialed for Identification by Seller and Buyerl� Page 5 of 14 Compulergenerated using AubC.ontract-402 so6wue,fmmAutopeatty.LLC.1060W.Pipeline.Suite 161.Hunt,TX 78051,(000)122.1178 C:1UserslTun Clower%MusicV*cuments=Wn1UnbWd Thi&inslssa*m of AutoContrsd'is licensed for use to:Bony Gaston of Gaston Properties,and of not transferable Use by othersis a violation of federal oapyrighl law wldsr Title 17 U.S.C.§101 printed 0&45-2018 Commercial Contract- Improved Property concerning ML&IJ (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any non-occupancy of the leased premises by a tenant; (4) any advance sums paid by a tenant under any lease; (5) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (6) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. Estoopel Certificates: Within das a er�th� tive date, Seller will deliver to Buyer estoppel tha certificates signed not earlier n by each tenant that leases space in the Property. The estoppel certificates ust include the certifications contained in the current version of TAR Form 1938 —Commercial Tenant Estoppel Certificate and any additional information requested by a third party lender providing financing under Paragraph 4 if the third party lender requests such additional information at least 10 days prior to the earliest date that Seller may deliver the signed estoppel certificates. 9. BROKERS: A. The brokers to this sale are: 91 inclpaI Broker: Co rating Broker: + Agent: Agent: Address: Address: Phone&Fax: Phone &Fax: E-mail: E-mail: ense No.: Lice No.: Principal Broker: (Check only one box) Cooperating Broker represents Buyer. ❑ represents Seller only. ❑ represents Buyer only. ❑ is an intermediary between Seller and Buyer. B. Fees: (Check only(1) or(2) below.) (Complete the Agreement Between Brokers on page 14 only if(1) is selected.) ❑ (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. ❑ (2) At the closing of this sale, Seller will pay: Principal oker a total cash fee of: Coopera i Broker a total cash fee of: ❑ N Yo of the s I price. ❑ /o of theM12L 13 13 dl The cash fees will be paid in 912L County, Texas. Seller authorizes the title company to pay the brokers from ttfe Seller's proceeds at closing. (TAR-1801)4-1-14 Initialed for Identification by Seller and Buye<: Page 6 of 14 Computer gemmed usftAu*Con"d-v5 02 so%"re,hom Autofleatty,LLC,1060 W.Afpsl4ne,Sucre 101 Hurst.TX 78057,J5W)322-1178 C:1Users%Tea Cf vAAMu&kV0nunent5%ACWM1 Mtitled This installation of AusoCantrart-is I oensad for use to-Betty Gaston of Gaston Propertes,and is not transferable Use by others is a violation of federal oopyrioM law under Title 17 U S.0 5101. pmlad 0&1&2018 Commercial Contract- Improved Property concerning w5nd NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. 10. CLOSING: A. The date o e closing of the sale (closing date) will be on or before the later of: (1) i+ da after the expiration of the feasibility period. ❑ {specific date). ❑ N (2) 7 days after obrections made under Paragraph 6D have been cured or waived. B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver to Buyer, at Seller's expense, a ❑ generalX special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or Uniform Commercial Code or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) a bill of sale with warranties to title conveying title, free and clear of all liens, to any personal property defined as part of the Property in Paragraph 2 or sold under this contract; (3) an assignment of all leases to or on the Property; (4) to the extent that the following items are assignable, an assignment to Buyer of the following items as they relate to the Property or its operations: (a) licenses and permits; (b) maintenance, management, and other contracts; and (c) warranties and guaranties; (5) a rent roll current on the day of the closing certified by Seller as true and correct; (6) evidence that the person executing this contract is legally capable and authorized to bind Seller; (7) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service together with appropriate tax forms; and (8) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and the issuance of the title policy, all of which must be completed and executed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (TAR-1901)4-1-14 Initialed for Identification by Sellerand Buyer Page 7 of 14 Computer 0enerated uswt0 Au1*Conrad-W 02 software,from AutoRealy,LLC,1080 w.Pipeline.Suite 101 Hunt.Tx 76053,(11M)722.1170 CYismiren CbwerlMusic0oourneMs1ACWel1Unb%d Tlws installation of AuloCantract-is licensed for use to,Bony Gaston of Gaston Properties,and is not transferable Use by oarers is a wolation of lederal capyri0ht law under Title 17 U S.0 5101 Winbed 13&15-20111 Commercial Contract- Improved Property concerning (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (if special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) ,r s rev exi S-11 Wa1-cl 801 If f)&T-VIIN2 Ge?�are, r tet' - _r ' � r�(n�r 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed and any bill of sale; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation fees of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood and hazard insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; and (6) other expenses that Buyer will pay under other provisions of this contract. (TAR-1801)4-1-14 Initialed for Identification by Seller and Buyer fig./, Page 8 of 14 Computer penerated using AutoContrad-x8.02 softare,frari ArdoRealty,LLC,1080 W.Pipeline.Suite 101.Hurst,TX 78053.(eno)32-1178 CAUserstram dowerutuslc0oa+merits%&CWInVJnbtled 71es instalstion of AubContrad-is licensed for use b,Batty Gaston of Gaston properties,and is rw1 transferable use by others is a violation of laderal copyright law under Title 1711.5 C§101. ported 0&1&2018 EWACommercial Contract-Improved Property concerning, 1 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: if Seller changes the use of the Property before closing or if a denial of a special valuation on the Property claimed by Seller results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. ` 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(4) which Seller may pursue, or (Check if applicable) ❑ enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 158, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance, or seek such other relief as may be provided by law, or both. 16. CASUALTY LOSS AND CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date, Seller must restore the Property to its previous condition as soon as reasonably possible and not later than the closing date. If, without fault, Seller is unable to do so, Buyer may: (TAR-1801)4-1-14 Initialed for Identification by Seller and Buye`r"-'� Page 9 of 14 ConWuw generated using AubContrad"-v6.02 sofnvere,Mmm AubReally,LLC,1060 w.aim.Srnto 101 Hwsl,TX 76059,leaof a22•n7s CAUsenlT:n C cmr%Musicl0ocu nenls%ACWinWnbded TMs insUdatlon of Aulofmtract-is licensed for use to Betty Gaston of Gaston Properties,and is not transferable Use try others is a violation of federal mpyrWd law under Title 17 U.S.C.5101 purled 0&152016 0 4 Commercial Contract- Improved Property concerning 2 (1) terminate this contract and the earnest money, IdVs any independent consideration under Paragraph 76(1), will be refunded to Buyer; (2) extend the time for performance up to 15 days and closing will be extended as necessary; or (3) accept at closing: (i) the Property in its damaged condition; (ii) an assignment of any insurance proceeds Seller is entitled to receive along with the insurer's consent to the assignment; and (iii) a credit to the sales price in the amount of any unpaid deductible under the policy for the loss. B. If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: (1) terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; or (2) appear and defend the condemnation proceedings and any award will, at Buyer's election, belong to: (a) Seller and the sales price will be reduced by the same amount; or (b) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 713(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for liquidated damages in an amount equal to 4 the sum of: (i) three times the amount of the earnest money; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. G. ❑ Seller ❑ Buyer intend(s) to complete this transaction as a part of an exchange of like-kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent (TAR-1801)4-1-14 Initialed for Identification by Seller and Buyer Page 10 of 14 Computer generated u"V AutoContrad-v8.02 softwere,homAutoReetly.LLC,1080 W.Ppesne.Sine 101,Hunt,T%711053,@00)=-1178 C:4Hers%Ttrn Ckwiee i[u&WDDo Tmft%ACWn1Unhftd This instaMabw of AutoContradm'is licensed for use to-Belly Gaston of Gaston Properties,and is not transferable Use by others is a wdsvon of ledenl copyright law under Tice 17 U.S.0 5101 printed 08.15-2018 Commercial Contract- Improved Property concerning feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19. MAT L FACTS: To the best of Seller's knowledge and belief: (Check only one box.) 0 A. Seller is aware of any material defects to the Property except as stated in the attac Commercial Property Co ' ion Statement (TAR-1408). ❑ B. Except as the is rovided in this contract, Seller is not aware of: (1) any subsurface: s ctures, pits, waste, springs, or improveme , (2) any pending or threa ed litigation, condemnation, or as ment affecting the Property; (3) any environmental hazar or conditions that mated affect the Property; (4) whether the Property is or h been used for storage or disposal of hazardous materials or toxic waste, a dump site or land or any erground tanks or containers; (5) whether radon, asbestos containin terials, urea-formaldehyde foam insulation, lead-based paint, toxic mold (to the extent t a rsely affects the health of ordinary occupants), or other pollutants or contaminants ny nature no xist or ever existed on the Property; (6) any wetlands, as defin y federal or state la r regulation, on the Property; (7) any threatened or dangered species or their hob on the Property; (8) any present ast infestation of wood-destroying ins in the Property's improvements; (9) any co plated material changes to the Property or sur nding area that would materially and de ' entally affect the ordinary use of the Property; (10 ny material physical defects in the improvements on the Prope , r 1) any condition on the Property that violates any law or ordinance. f� (Describe any exceptions to (i)-(11)inParagraph 12 or an addendum.) r� 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ❑ A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. ❑ B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. (TAR-1801)4-1-14 Initialed for Identification by Seller and Buyer 'v Page 11 of 14 Computer generated using AuwGomnial x8.02 sonwsre,from AuloReaft LLC,1066 W.Pipeline,Suite 101.Hurst TX 78053,(SW)322-1176 C Wsers%Tun CgweMusK%Doc vmft ACWnIUnt(dea Tlas instabli0n of AuloCwbrsc1 'is licensed for use to:Betty Gaston of Gaston Properties,and is not transferable Use by amen is a violation of lederat COPMM taw under Td1e 11 U.S.0 1101 pentad OB-152016 Commercial Contract-Improved Property concerning W&a k7 Wq D. Benda which are part of this contract are: (Check all that apply. (1) Property Description Exhibit identified in Paragraph 2; ❑ (2) Commercial Contract Condominium Addendum (TAR-1930); ❑ (3) Commercial Contract Financing Addendum (TAR-1931); ❑ (4) Commercial Property Condition Statement (TAR-1408); ❑ (5) Commercial Contract Addendum for Special Provisions (TAR-1940); ❑ (6) Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TAR-1906); ❑ (7) Notice to Purchaser of Real Property in a Water District (MUD); ❑ (S) Addendum for Coastal Area Property (TAR-1915); ❑ (9) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TAR-1916); ❑ (10) Informout Brokerage Services (TAR-2501); and ❑ (11) (Note: Counsel for the Texas Association of REALTORS®(TAR)has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission(TREC)or published by TAR are appropriate for use with this form.) E. Buyer ❑ may ❑ may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all of Buyer's obligations under this contract. 23.TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is P the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135, Texas Natural Resources Code, requires a notice regarding coastal area property to be included as part of this contract. (TAR-1801)4-1-14 Initialed for Identification by Seller and Bu Page 12 of 14 Comgdergeneraled usbg AuloCantrsct"v8.02 software,from AubReft U.C.1060W Pipeline,Sulo 101,Hurd,TX 78053,18001322.1179 C 1lhers%Tun CbwwWusic%Documen1slACWnMJnh1lW This installation of AuloConlrad-is licensed for use to,Belt'Gaston of Gaston Properties,and is not transferable.Use by omen is a vioueon at federal copyright law under Tiee 17 US C 1101 printed 05-15201 a Commercial Contract-Improved Property concerning E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra-territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. If apartments or other residential units are on the Property and the units were built before 1978, federal law requires a lead-based paint and hazard disclosure statement to be made part of this contract. H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remediation certificate issued for the Property during the 5 years preceding the date the Seller sells the Property. I. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on A A- . the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: Buyer: r ? � -1✓t ' By: gy. ay(signature): By(signature . Printed Name: Printed me: �jtT Title: Title:_ By: By= By(signature): By(signature): Printed Name: Printed Name: Title: Title: (TAR-1801)4-1-14 Page 13 of 14 Computer generated usagAtMCentrad-A 02 software.from AutoRsahy LLC,1060 W.Pipeline,Suits 101 Hunt,TX 76057,15001722.1178 C%Users+ran CtowerlMuuctbouanenlsWCWnlLJabtled This installation of AuWAMtrad"-is kcenmd for use 10.Bally Gaston of Gaston Properties.and is not transferable Use by others is a wdabon of federal oopyrpM law under Tras 17 U.S.0 SI01 Printed W152015 Commercial Contract-Improved Property concerning U:W6 � )* IV AGREEMENT BETWEEN BROKERS (use only H Paragraph 9B(l)is effective) Principal Broker agrees t ay (Co perating Broker) a fee when the Principal Brok s fee is received. The fee to be paid to Cooperating Broker II be: ❑ or ❑ % of the sales prl , or ❑ % of the Principal B leer's fee. The title company is authorized and dir ted to pay Cooperating Broker fr Principal Broker's fee at closing. This Agreement Between Brokers super des any prior offers and eements for compensation between brokers. Principal Broker: Cooper ng Broker: By: ATTORNEY Seller's attorney: Buyer's a ey: Address: Address: Phone&Fax: Phone&Fax: E-mail: E-mail: Seller's;aWpother ory requests copies of documents, Buyer's attorney requests copies of documents, notices, information: notices, and other information: 13the ticompany sends to Seller. ❑ the title company sends to Buyer. ❑ Buyer sends to Seller. ❑ Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: ❑ A. the contract on this day (effective date); ❑ B. earnest money in the amount ofd$--,— in the.form of on Title company: 5dt� By: Phone&Fax: Assigned rile number(GF#): E-mail: a (TAR-1801)4-1-14 Page 14 of 14 Computer generated umV AutoContracl 'x0.02 software,him AulnRsally,LLC,1060 W.Pipeline,Sude 101 Hurst,TX 76M,JOW)X22-1178 C:tllsan%rwn C o"r%Mu&W0ocumenlslACWm1A)0tletl This mstalabon of AuloContrad—is hosed for use to BaCy Gaston of Gaston Propartles.and is not transferable Use by others is a violation of federal oopyrighl law under Title 17 U.S.0§101 pranted 0615.2016 Y i Exhibit A-Parcel Description & Aerial Redevelopment Site r PEOPLES ST 6 AR M=M ipi IF CLt r Legal Description 2015 NCAD value Geo 1D $ 137,586 0540-0011-0010 BEACH LTS 1 & 2 BK 11 217,264 0540-0011-0030 BEACH N70' 0F'E105' OF LTS 3 &4 BK 11 $ 0540-0011-0035 BEACH S3O' OF E1O5' OF LT 3 BK 11 $ 55,910 ,= 0540-0011-0040 BEACH W45' OF LTS 3 & 4 BK 11 $ 75,494 Total 2015 NCAD Value $ 486,254 �1 200 Concord Plaza Drive, Scute 900 Nn San Antonio, TY 78216 1N- Phone: 210.487.7878 Fax: 21.0.487.7880 August 1,2018 Keith Selman General Manager Corpus Christi Housing Finance Corporation 1201 Leopard Street Corpus Christi,Texas 78401 I RE: POTENTIAL 2018 Partnerships Dear John: The NRP Group is appreciative of the opportunity to submit a proposal asking for the Corpus Christi Housing Finance Corporation's (CCHFC) participation as a partner for three possible multifamily developments in the City of Corpus Christi to provide affordable residential units: Rodd Field, Saratoga Boulevard and Greenwood & Gollihar. The proposed structure is similar to what NRP and CCHFC did in 2005 and 2010 for the Costa Tarragona properties. Included in this packet are three site locations and aerial maps showcasing the locations and area amenities. We hope to be able to finalize arrangements for all or possibly two of these site locations. A proforma for Rodd Field Apartments outlining the sources and uses and a proposed term sheet is also included, but the Greenwood/Gollihar and the Saratoga developments would be comparable. The NRP Group will submit a full application to CCHFC in August for an inducement of tax-exempt bonds, along with an application to the Texas Bond Review Board. We are excited to work with CCHFC again to bring additional quality affordable housing to the City of Corpus. Should you have any questions or need any additional information, please feel free to contact me at(210) 487-7878 extension 2106. Sincerely, Lx7 Debra A. Guerrero The NRP Group LLC cc: John Bell,Counsel www.nrpgroup.com the NRP gFOUP LLC the NRP Group, LLC. POTENTIAL SITE LOCATIONS CORPUS CHRISTI , TEXAS 2018 46 THE CLO'WER CO. Brokerage - Development • Management Z ROM FIELD ROAD 9 Address: 2125 Rodd Field Road,Corpus Christi,Texas Land Size: 19.31 Acres or 841,013±ft2 Legal: Flour Bluff&Encinal Farm &Garden Tract 19.307 acres out of S 1/2 of Lots 7&8,Section 19 NCAD Tax ID: 2476-0019-0080 Dimensions: 600'x 1,250' Platted: No Utilities: Yes-All available Zoning: CG-2(General Commercial District)&ON (Office District) Sales Price: $4.00 per ft2 or$3,364,051.00 Census Tract: 32.04 DDA or QCT: Yes-SADDA NOTE: Owner will consider subdividing the property. Ilk a; pp 13'R' ee y' W /yam i 3`�ID�w' i��� w..^�•''a.... I..n, �"°'"°�"m�,..®. �ii @ I { 9 of 9i jna r e e _uo ma .uv 23.04 - \ 33.93 27.03 34.02 27.04 54,05 33.04 32.03 4.97 54.08 - 32,02 54.11 32.02 Q 54.10 54.09 54.12 2 54.06 saute reKas e O 3a'd 5&Na 2 SARATOGA BOULEVARD g WM +� CHEMCHI_ r Address: 7001 Saratoga Blvd. Land Size: 13.9 Acres or 605,484±ft' Legal: Flour Bluff&Encinal Farm &Garden Tract 15.071 acres out of Lot 7,Section 20 NCAD Tax ID: 2476-0020-0070 Dimensions: 310 FF on Saratoga with 1,260'depth Platted: No Utilities: Yes-All available Zoning: CG-2(General Commercial District)&IL(Light Industrial District) Sales Price: $3.80 per ft'or$2,300,000.00 Census Tract: 54.04 DDA or QCT: Yes-SADDA NOTE: A portion of the property will need to be rezoned to allow for apartments. r ' Ala r TM (4.41 ACRES) O LU _- LOT 2 (� 10.05 ACRES LOT 1 2.03 ACRES -- - - ir 23.94 3 27.03 3.03 V or 34-02 27.04 54.06 33-04 32.03 4.07 54.08 54.11 32.02 32,02 50..10 54.09 54.12 54.06 South texas B ® Gartlens&Na 31.1 41 4[ t 3 GREENWOOD&G,OLLIHAR s. Address: Greenwood&Gollihar Land Size: 29.6223 Acres or 1,290,3471 Legal: Paisley Hoffman 29.6223 Acres out of Lot 12,Section D. NCAD Tax ID: 6270-0005-0110 Dimensions: 1,130 FF on Greenwood and 1,030 FF on Gollihar Rd. Platted: No Utilities: Yes-All available Zoning: RS-6(Single Family Dwellings) Sales Price: $3.56 per ft'or$4,589,547.00 Census Tract: 18.01 DDA or QCT: Yes-QCT NOTE: This property will have to be platted and rezoned to allow for apartment use. The Owner will consider subdividing the property. Rollback taxes may apply. LU NONE Ln Map smallil, _ Lozano COIF Center 0 a �a c Q wrn an 20..!_ 2125 Rodd Field Rd . AERIAL Corpus Christi, Nueces County, Texas � �� ,�n Lowe's r �� y — i _ Q CL Holly Rd. stripes 7 tip 1.a..L.a 5`uf R •w .. � [ 1 1 �-p SITE k - 1 M I LE .Appletree Academy „ ooldridge i� t ,2, i� stripes: QR11 r oAft s aw v `� r �,• . � � ice_ - � - S Dole Gwale L•' For Further Information Contact GEORGE B. CLOWER ::• .4111 THE CLOWER CO. 361 .688.9542 Greenwood & Gollihar Rd . AERIAL Corpus Christi, Nueces County, Texas tal MT 4 ` 1 •A�Oflr � � SITE 1 MILE i'�'� �1� "' ,Cg1(;A�` . � •.�t'�' � pro . n,l ,., NaWArmy •lam- � .1 stripes Googleearth : i L' GEORGEFor Further Information Contact ::• .4111 THE CLOWER CO. 361 .688.9542 7001 Saratoga Blvd . AERIAL Corpus Christi, Nueces County, Texas stripes jp I. `` • Appletree Academy stripes. 7 Saratoga 5 �d >rPA ► � 1 MILE . -x -in +� PIK , For Further Information Contact A GEORGE B. CLOWER ::• .4111 THE CLOWER CO. 361 .688.9542 y jT ke - 111I 7, ®®SII"R 9ItiT FMo��unomm3nrui�w� �-��II m �ii APM fit® r IIS[!!fI p �e �m I■ fllm:} i��l IC IPI r A \ Costa Tarragona is Corpus Christi's neighborhood of choice. Offering inviting one, two and three-bedroom floor plans with sought-after amenities like island kitchens,built-in microwaves and washer/dryer connections.The open living spaces,natural light, and modern colors provide a cozy atmosphere. Activities and entertainment are also available without leaving home. There's an outdoor fireplace,a children s playscape,a picnic area with gas grills,a sparkling pool and more.Ideal for families with school-age children, both on-site scholastic tutoring and summer programs are available for first through fifth grade students. COSTA TARRAGONA 2240 North Padre Island Drive CCi�GZf�fi??G1 Corpus Christi,Texas O�—,tH.— - :r Developer. NRP Holdings LLC r r'nnl nn io�oaogn� nnn .m © I(�s 1 � Construction: NRP Contractors LLC " �x'�P ,! !"- r �, I Property _ F, Manager. NRP Management LLC Development Partners: Texas Department of Housing and Community Affairs(TDHCA),City of Corpus Christi,Corpus Christi Housing Finance Corporation, Centertine Capital Group,Leopard Street Corridor Association Year Built. 2006 Number of Units: 250 tax credit lo Unit Make-Up: 1,2&3-bedroom apartments •,. , Amenities. •Clubhouse with community room •Fitness center 79 •Business center with high speed `sr internet access •Playground and tot lot _. I •Children's activity room _ •Swimming pool with huge sun - deck •Picnic area with gas grills •Controlled access with gated entrance •Professional landscaping' •On-site laundry facility 4 . RODD FIELD APARTMENTS TERM SHEET Purpose To enter into a partnership with the Corpus Christi Housing Finance Corporation (CCHFQ to develop a 324-unit multifamily development. Co-Developer NRP Holdings, LLC ("Consultant"). Consultant will work with CCHFC to develop, construct, and manage the newly developed community. Ownership Structure Partnership is to-be-formed to own the Development ("Partnership"). Partners A single-purpose entity, CCHFC created/affiliated will be the sole general partner("General Partner"). The NRP Group will serve as a special limited partner("SLP") and may select an Equity Investor as limited partner ("Investor, LP") NRP Contractors will serve as the General Contractor and build the development. NRP Holdings will serve as the Co-Developer and Guarantor and receive 70% of the developer fee. Property 19.307+/- acres located at 2125 Rodd Field Road, Corpus Christi, TX 78414 Set Aside Units The residential community will include 324 mixed income units at fifty percent 50% and sixty percent 60% of the area medium income (AMI). Term 30 years Construction/Permanent Approximately $21,760,000+/- construction loan loan A roximatel $21,760,000 +/- permanent loan Tax Credit Equity $1,769,871 +/-tax credit equity $0.92 per credit Tax Credits $16,282,810 +/-in low income housing credits from Texas Department of Housing and Community Affairs "TDHCA" Guarantees The NRP Group as a Special Limited Partner(SLP)will provide any guarantees of construction, completion, operating expenses, tax credit delivery, etc. Developer Fee 30%to the CCHFC, 70% to NRP Group Partner Management Fee NRP Management LLC ("Manager")will manage the property pursuant to the terms of the agreed upon Management Agreement. The amount of the Management Fee payable to Manager shall be the greater of$40.00 per unit per month or six percent(6.00%) of effective gross income and paid as outlined in the Property Management Agreement, an additional Three Hundred Dollars ($300)per month administrative fee will be paid to Manager following project stabilization. Because the Project consists of new construction, prior to the receipt of a Certificate of Occupancy for the first residential building, the Manager will be compensated by monthly fees equal to Twenty Dollars ($20) per unit commencing with the first complete month after the first Community employee commences to work at the Project, provided such date is typical for when an employee would commence working at similar projects. Manager shall further be entitled to receive a Twenty-Five Thousand Dollars ($25,000)property set-up fee payable no later than the first(1st) anniversary of the start of construction. Funds capitalized in the rent-up reserve line item of the development budget that go unused for interest after completion and property expenses will be considered earned by Manager as an incentive lease-up fee. Accounting Keystone, an affiliate of NRP, shall provide accounting services (including but not limited to: (x)bookkeeping, monitoring reporting requirements and processing construction loan draws and change orders, and (y)preparation and/or coordination of, cost certification, carryover, 10%test, returns and the Partnership's outside accountants, to the Project until the later of: (i) conversion to the Permanent Loan; (ii)receipt of the final installment of the Equity Financing; and (iii)receipt of Form 8609. Keystone shall receive a fee from the Partnership of Two Hundred Dollars ($200) per unit for such services but in no event more than Forty Thousand Dollars ($40,000.00)in the aggregate. Priority Distributions 50% CCHFC and 50% SLP Net Cash Flow 50% CCHFC and NRP Group 50% After partnership is finalized,The NRP Group will work with the CCHFC to finalize a more detailed development schedule based on gap financing,issuance of bonds,tax credits,and permitting within the city. Proposed Timeline Description Dates CCHFC Co-Developer Approval September 2018 CCHFC Bond Inducement October 2018 Bond Review Board Reservation November 2018 Closing on Finance 3rd Quarter 2019 Construct Residential Housing 3rd Quarter 2019 Construction Completion 3rd Quarter 2021 V � . i 'Al i I f' Sources&Uses 7/30/2018 2:51 PM THE NRP GROUP LLC Project Statistics: Corpus Christi/NRP Development,Corpus Christi,TX Units 324 Scenario: 4%LIHTC Preliminary Proforma#1 5th Year Cash-Flow $ 255,556 GC/Unit w/o Contingency $ 92,500 Source Paid Dev Fees 1,547,727 Sources&Uses Market Rate 0 0.00% Construction Permanent Sources of Funds Construction: 6.25%interest only $ 23,000,000 51.98%depreciable basis plus land Permanent: 5.75%for 35 Years $ 21,760,000 Loan#2: 5.00%for 30 Years 10,160,000 - Loan#3:TDHCA-TCAP 0.00%for 30 Years - - Equity Pricing Tax Credit Equity-Federal 4,884,843 16,282,810 $ 0.92 *27.5 Year Depreciation Tax Credit Equity-State - - 7.56%Yield Tax Rate Income during Construction Period - - 21.00%Tax Rate Soft Loan#1: Source 1.00%for 30 years 7,560,000 8,400,000 Soft Loan#2: Source 1.00%for 30 years - - Soft Loan#3: Source 0.00%for 30 years GIC Interest - Deferred Development Fee - 3,916,273 45,604,843 50,359,083 Uses of Funds Acquisition Costs 2,700,000 2,700,000 Construction Contingency 1,314,474 1,314,474 Construction Costs 29,970,000 29,970,000 Architect/Engineering 1,450,000 1,450,000 Permits&Fees 1,100,000 1,100,000 Title&Survey 340,000 340,000 Construction Period Expenses 300,000 300,000 Financing Costs 5,141,757 5,156,757 Professional Services 366,500 421,500 Tax Credit Fees 106,472 132,392 Development Fee 400,000 5,464,000 15.0% of Eligible Basis Reserves&Other 1,006,750 2,009,960 44,195,953 50,359,083 Prevailing Wage Required: Unknown Surplus(Deficit)Cash $ 1,408,890 $ - Sales Tax Exemption: Yes Construction Start Date: 7/1/2018 Source Paid Developer Fees $ 400,000 $ 1,547,727 28.3% Club House Delivery Date: 8/1/2019 15-Year Cash Flow after 1 st Mortgage DS 5,266,561 5,266,561 Construction Completion Date: 5/1/2020 Deferred Developer/GC Fee - 3,916,273 71.7% Stabilization/Perm Conversion: 7/1/2021 15-Year Cash Flow available for Deferred Developer Fee 4,531,390 The analysis contained herein is preliminary and based on information gatheretlfrom sources that have nor been independentlyverified.This analysis is nor a commitment by The NRP Group,LLC to provide any specifc financial results or specific financing execution.This analysis is confidential and cannot be released to any other party without the written consent of The NRP Group,LLC.The assumptions used herein are subject to change wdhout notice. Rodd Field.4%.Current 1 Development Costs 7/30/2018 2:51 PM THE NRP GROUP LLC Corpus Christi/NRP Development,Corpus Christi,TX Scenario:4%LIHTC Total Eligible Basis Good Costs Bad Costs Depreciable Construction Development Costs Acquisition Costs Land $ 2,350,000 $ - $ 2,350,000 $ - $ - $ 2,350,000 Land Broker - - - - - - Offsite/Feasiblity Report Issues Contingency 350,000 - - 350,000 - 350,000 Construction Costs - Outside of GC Contract Contingency(5.00%) 1,314,474 328,619 - 1,314,474 328,619 1,314,474 Inside of GC Contract Site Work 4,536,000 4,536,000 4,536,000 - 4,536,000 4,536,000 New Construction 21,723,474 21,723,474 9,098,600 12,624,874 21,723,474 21,723,474 Demolition - - - - - - Single Deck Parking - - - - - - Public Amenity 30,000 30,000 - 30,000 30,000 30,000 Retail Space(Warm White Box) - - - - - - General Requirements(6.00%) 1,577,368 1,577,368 - 1,577,368 1,577,368 1,577,368 Contractor Overhead(2.00%) 525,789 525,789 - 525,789 525,789 525,789 Contractor Profit(6.00%) 1,577,368 1,577,368 - 1,577,368 1,577,368 1,577,368 Architect/Engineering - Architect Fee-Design 750,000 750,000 750,000 - 750,000 750,000 Architect Fee-Supervision 100,000 100,000 100,000 - 100,000 100,000 Engineer 450,000 450,000 450,000 - 450,000 450,000 Soils Testing 150,000 150,000 150,000 - 150,000 150,000 Permits&Fees - Water&Sewer Tap Fees 600,000 600,000 600,000 - 600,000 600,000 Permits 500,000 500,000 500,000 - 500,000 500,000 Green Rater Fee - - - - - - Title&Survey - SurveyANetlands 90,000 90,000 - 90,000 90,000 90,000 Other - - - - - - Title/Recording/Closing 250,000 187,500 - 250,000 187,500 250,000 Construction Period Expenses - Other - - - - - - Constmction Insurance 250,000 250,000 250,000 - 250,000 250,000 Property Taxes 50,000 50,000 - 50,000 50,000 50,000 Financing Costs - Bond Costs - - - - FA&Disclosure Counsel 75,000 - - 75,000 - 75,000 Texas Bond Review Board 17,500 - - 17,500 - 17,500 Texas Department of Aging 23,000 - - 23,000 - 23,000 Trustee 10,750 - - 10,750 - 10,750 Trustee Counsel 9,500 - - 9,500 - 9,500 Other 50,000 - 50,000 - - 50,000 Issuer 230,000 - 115,000 115,000 - 230,000 Issuer Counsel 230,000 - 230,000 - - 230,000 AG Fee 9,500 - - 9,500 - 9,500 Co-Issuer Counsel - - - - - - Mortgage Costs - Construction Manager Fee 230,000 230,000 - 230,000 230,000 230,000 Construction Manager DD 10,000 - - 10,000 - 10,000 Construction Manager Legal 50,000 - - 50,000 - 50,000 Construction LC outside of Rate - - - - - - A&E and Draw Fees - - - - - - OtherFinancingCosts - - - - Bridge Loan Origination 101,600 - - 101,600 - 101,600 Bridge Loan Legal 40,000 - - 40,000 - 40,000 Letter of Credit Cost 16,867 - - 16,867 - 16,867 Rodd Field.4%.Cunent 2 Development Costs 7/30/2018 2:51 PM THE NRP GROUP LLC Corpus Christi/NRP Development,Corpus Christi,TX Scenario:4%LIHTC Other - - - - - - N/A Freddie Mac-Good Faith Return - - - - - - Capitalized interest 666,000 333,000 333,000 333,000 333,000 666,000 Bank Loan - FBP-Origination Fee 230,000 - - 230,000 - 230,000 FBP-DD&Construction Monitor 35,000 - - 35,000 - 35,000 FBP-Application,Standby,Deposit 87,040 - - 87,040 - 87,040 FBP-Lender Legal 65,000 - - 65,000 - 65,000 Construction Draw Review Fee 40,000 40,000 40,000 - 40,000 40,000 Capitalized interest 2,875,000 1,725,000 1,725,000 1,150,000 1,725,000 2,875,000 Other - - - - Perm Loan-Conversion Fee 15,000 - - 15,000 - - Other - - - - - - NRP Line of Credit Reimubursement 15,000 - - 15,000 - 15,000 Other - - - - - - Set-up Fees 25,000 - - 25,000 - 25,000 Professional Services - Property Appraisal 10,000 10,000 10,000 - 10,000 10,000 Market Study 36,500 36,500 36,500 - 36,500 36,500 Environmental Report/Soils 20,000 20,000 20,000 - 20,000 20,000 Accounting/Cost Certification 55,000 55,000 - 55,000 55,000 - Legal 300,000 180,000 - 300,000 180,000 300,000 Tax Credit Fees - TC Monitoring Fee 25,920 - - 25,920 - - TC Application&Reservation Fee 98,972 - - 98,972 - 98,972 App Fees 7,500 - - 7,500 - 7,500 Development Fee 5,464,000 5,464,000 - 5,464,000 5,464,000 400,000 Reserves&Other - Organizational(e.g.,Partnership) 10,000 - - 10,000 - 10,000 Rent-up Reserve 486,000 - - 486,000 - 437,400 Operating Reserve 942,460 - - 942,460 - - FFE 350,000 350,000 350,000 - 350,000 350,000 Soft Cost Contingency 100,000 25,000 100,000 - 25,000 100,000 Marketing Reserve 121,500 121,500 109,350 $ 50,359,083 $ 41,894,619 $ 21,794,100 $ 28,564,983 $ 41,894,619 $ 44,195,953 Construction Cost Summary GC Contract Amount(not including contingency) $ 29,970,000 GC Contract Amount per Unit 92,500 Total Construction Cost per Sq Ft 90.46 Total Cost per Unit 155,429 Total Cost(total less land,demo&reserves)per Sq Ft 134.04 Rodd Field.4%.Current 3 Tax Credit Equity 7/30/2018 2:51 PM THE NRP GROUP LLC Corpus Christi/NRP Development,Corpus Christi,TX Scenario:4%LIHTC Tax Credit Eguitv Federal Calculated Projected Annual Credit Installments: Federal Eligible Development Costs: $ 41,894,619 Month Completion Amount % Developer Fee Percentage Affordable: 100.00% Qualified Basis: 41,894,619 Payment 1 Jul-18 0.00% 2,442,421 15.0% 400,000 7.3% High Cost Area Adjustment(NA): 1.30 Payment 2 May-19 51.68% 2,442,421 15.0% - 0.0% Total Adjusted Qualified Basis: 54,463,004 Payment 3 Jun-20 100.00% 814,140 5.0% - 0.0% Applicable Federal Rate: 3.25% Payment 4 Jun-21 100.00% 10,176,756 62.5% 740,657 13.6% Projected Annual Construction Credit: 1,770,048 Payment 5 Jun-21 100.00% 407,070 2.5% 407,070 7.5% Acquisition Basis - Payment 6 Jun-21 100.00% - 0.0% - 0.0% Applicable Federal Rate: 3.25% Payment 7 Jun-21 100.00% 0.0% 0.0% Projected Annual Acquisition Credit: - 16,282,808 100.0% 1,547,727 Paid Max Credit Amount 2,000,000 3,916,273 Deferred Investor Ownership 99.99% Availability of Tax Credits: Projected Annual Credit to ILP: $ 1,769,871 2018 0% - 2019 6% 99,692 Projected LP Equity 2020 73% 1,295,993 Projected Annual Credit to ILP: $ 1,769,871 2021 100% 1,769,871 #of years available: 10 Total Credit to ILP: 17,698,706 Anticipated price per credit$1: 0.920 Projected ILP Equity Contribution: $ 16,282,810 Use $ 16,282,810 Rodd Field.4%.Current 4 Unit Summary 7/30/2018 2:51 PM THE NRP GROUP LLC Corpus Christi/NRP Development,Corpus Christi,TX Scenario:4%LIHTC UA Provider Tarragona 10% Unit Mix and Rent Schedule Sq.Ft per Extended Sq. Developer Utility Developer Net Max Net Unit Type Affordability Description Units Unit Ft Gross Rent Allowance Rent LIHTC Final Net Rent Extended Rent Rent Per Sq.Ft Bedrooms Baths Unit 1 1 1 60% 19 650 12,350 $ 742 $ 107 $ 635 $ 647 $ 635 $ 12,065 0.98 Unit 2 2 60% 143 950 135,850 889 125 764 779 764 109,252 0.80 Unit 3 2 60% 107 1,133 121,231 1,028 147 881 898 881 94,267 0.78 Unit 4 2 60% 51 1,417 72,267 1,146 171 975 994 975 49,725 0.69 Units 1 1 50% 1 650 650 618 107 511 521 511 511 0.79 Unit 2 2 50% 1 950 950 741 125 616 628 616 616 0.65 Unit 3 2 50% 1 1,133 1,133 857 147 710 724 710 710 0.63 Unita 4 2 50% 1 1,417 1,417 955 171 784 800 784 784 0.55 324 345,848 $ 827 $ 267,930 Monthly GPR $ 3,215,160 Annual GPR Summary Data Studios - - 1 SR 20 6.2% 13,000 3.8% 2 SR 144 44.4% 136,800 39.6% 3 SR 108 33.3% 122,364 35.4% 4 SR 52 16.0% 73,684 21.3% 324 100.0% 345,848 100.0% Affordable 324 100.0% 345,848 100.0% Market 324 100.0% 345,848 100.0% 30%AMI - - 35%AM I 40%AM I 45%AMI - 50%AMI 4 1.2% 4,150 1.2% 55%AMI - - 60%AMI 320 98.8% 341,698 98.8% Market 324 100.0% 345,848 100.0% Rodd Field.4%.Current 5 Stablized Profoma 7/30/2018 2:51 PM THE NRP GROUP LLC Corpus Christi/NRP Development, Corpus Christi, TX Scenario: 4%LIHTC Annual % Per Unit Inflation Revenue 1.00 Expense 1.00 Percent of Units Available during Year 100.0% Portion of Year Operating 100% Income Statement Revenue Gross Potential Rent $ 3,215,160 100.0% $ 9,923 Vacancy Loss (229,144) -7.1% (707) Delinquency Loss - 0.0% - Total Rental Income 2,986,016 92.9% 9,216 Other Income 58,320 1.8% 180 Total Revenue 3,044,336 94.7% 9,396 Operating Expenses Management Fees' 121,773 4.00% $ 376 Payroll 437,400 14.4% 1,350 Administrative 129,600 4.3% 400 Marketing 32,400 1.1% 100 Cleaning&Decorating 32,400 1.1% 100 Utilities 145,800 4.8% 450 Contract Services 48,600 1.6% 150 Repairs&Maintenance 194,400 6.4% 600 Supportive Services&Coordination 32,400 1.1% 100 Compliance Monitoring/Trustee Fee 19,700 0.6% 61 Insurance 89,100 2.9% 275 Real Estate Taxes/Franchise Tax 17,505 0.6% 54 Total Operating Expense 1,301,078 42.7% 4,016 Replacement Reserves 81,000 2.7% 250 Total Expenses and Reserves 1,382,078 45.4% 4,266 %of Revenue 45.4% Net Operating Income 1,662,258 54.6% 5,130 Debt Service 1,445,301 47.5% 4,461 Net Cash Flow $ 216,957 7.1% $ 670 7.1% Statistics Debt Coverage Ratio 1.150 4 Months Oper. Exp.And Debt Srvc. $ 942,460 Total OPEX Waterfall Management Fees' $ 155,520 $ 121,773 $ 33,747 5.11% 4.00% 1.11% Rodd Field.4%.Current 6 Oetaildd Soumesand uses 7130/2018 251 PM THE NRP GROUP LLC Corpus Chnsn/NRPOevelopment Corpns Chnsb"TX S.no:496LIHTC J,18 Aug18 Sep-18 OR-18 Nov-18 Oec18 Jarv19 Feb-19 Md,19Ap r119 M1µ19 -19 Ju419 Aug19 S.µ19 o'19 N,,19Oec19 Jd,20 Feb-20 09% 4o% 109% 18% 247% 31.8% 356% 396% 438% 47% 517% 557% 597% 638% 8]8% ]18% ]59% ]99% 839% 8]9% Closing Monts iMonts 2 Mon"J Monts d Monts 5 Mon"6 Mon"T Mon"6 Mon"9 Mon"to Mon"1 f Mon"11 Monts 13 Mon"14 Mon"15 Mon"16 Mon"1T Monts 16 Mon"f9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1 18 19 DMailed Source.and U.e. U.e.Summary Gootl Cost, Lantl $ 2,350,000 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ New Constru Rion 907200 1 340 467 1340496] 1340 496] 1340467 433267 433267 433267 433,267 433267 433267 433267 433267 433267 433,267 433267 433267 433296] 433267 B62 500 54 341 54 341 54,341 54 341 54 341 54 341 54 341 54 341 54,341 54 341 54 341 54 341 54 341 54 341 54 341 54 341 54 341 54 341 54 341 C[be, 3,161,500 8,545 11,30] 11,30] 11,30] 11,30] 11,30] 11,30] 11,30] 11,30] 188,30] 188,30] 11,30] 11,30] 11,30] 11,30] 11,30] 11,30] 11,30] 11,30] 963]4 900 961- 14096,115 14096,115 14096,115 14096,115 498915 498915 498915 498,915 96]3915 96]3915 498915 498915 498915 498,915 498915 498915 498915 498915 Batl Coss 2]13909 54 03]3 881]43 884243 909243 884243 884243 884243 884243 884,243 884243 884243 884243 8943fi3 944993 944,993 944993 944993 944993 944993 $ 9,08],009 $ 1,508,459 $ 2,28],858 $ 2,290,358 $ 2,315,358 $ 2,290,358 $ 1,383158 $ 1,383158 $ 1,383158 $ 1,383158 $ 1,558,158 $ 1,558,158 $ 1,383158 $ 1,393,2]8 $ 1,443,908 $ 1,443,908 $ 1,443908 $ 1,443,908 $ 1,443,908 $ 1,443,908 T..-E...Pt Bonds Beginning Balance $ $18,828,000 $15,65],914 $14,251 799 $12,845,884 $11,439,569 $10,033,454 $ 9,534,539 $ 9,035,624 $ 8,538,]09 $ 8,03],]94 $ ],363,8]9 $ 8,889,964 $ 8,191,049 $ 5,692,134 $ 5,193,219 $ 4,694,305 $ 4,195,390 $ 3,698,4]5 $ 3,19],560 Atltlitions 23,000,000 Subtotal 23900900 1965296900 15965]914 14251,]99 128459684 11439169 10933454 9,534539 99359624 85396709 893],]94 ]39638]9 96589964 6191949 54692,134 5,193219 44694,305 441995 390 346964]5 3,19]5960 Uses 8,3]4,000 988,088 1,408,115 1,408,115 1,408,115 1,408,115 498,915 498,915 498,915 498,915 8]3,915 8]3,915 498,915 498,915 498,915 498,915 498,915 498,915 498,915 498,915 -,ng Balance $18,828,000 $15,85],914 $14,251799 $12,845,884 $11,439,589 $10,033454 $ 9,534,539 $ 9,035,624 $ 8,538,]09 $ 8,03]794 $ ],3838]9 $ 8,889,984 $ 8,19 1949 $ 5,892,134 $ 5,193219 $ 4,894,305 $ 4195,390 $ 3,898,4]5 $ 3,19],560 $ 2,698,645 TCHP Interest ESlmete s1 s1 6r 6r 115,151 s1 119,151 s1 s1 s1 6r 6r 115,151 s1 115,151 s1 s1 s1 6r 6r 115,151 s1 115,151 s1 s1 Beginning Balance $ - $ $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Add,t,ns Subtotal - - - - - - - - - - - - - - - - - - - - Uses End ng Balance $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Equity Proceeds 15% o% o% 0% o% o% o% o% o% o% 15% o" o" o" o" o" o% o% o% o% Be ginning Balance $ $ $ - $ - $ - $ - $ - $ - $ - $ $ 1,558,1]9 $ 8]3,936 $ - $ - $ - $ - $ - $ - $ - Add,t,ns2,442,421 2,442,421 Subtotal 2442421 - - - - - - - - - 2442421 1558,1]9 673 936 - - - - - - - Uses 2,442,421 884,243 884,243 8]3,938 End ng Balance $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 1,558,1]9 $ 8]3,936 $ - $ - $ - $ - $ - $ - $ - $ - Hard--inate Deb[ Beginni ng Balance $ $ 2]0,588 $ 2]0,588 $ 529,626 $ 832,331 $ 1,160,035 $ 1,462,]40 $ 1765,444 $ 2,088,149 $ 2,3]0,853 $ 2,8]3,55] $ 2,8]3,55] $ 2,8]3,55] $ 2,8]3,55] $ 2,8]3,55] $ 2,8]3,55] $ 3,342,060 $ 4,28],053 $ 5,232,046 $ 8,1]],038 Atltlitions 2]0,588 - Subtotal 2]0 588 2]0588 2]0 588 529626 832331 1,16o 35 14962740 17965444 29968,149 23]0 853 267355] 267355] 2,67355] 25]355] 267355] 296]355] 3342,0960 428],053 5232,0496 96,1]]938 Uses 2]0588 259939 302704 32]704 302704 302704 302704 302704 302,]04 66d 502 944993 944993 944993 944993 End ng Balance $ 2]0,588 $ 2]0,588 $ 529,626 $ 832,331 $ 1,160,035 $ 1,462,]40 $ 1,]85,444 $ 2,088,149 $ 2,3]0,853 $ 2,8]3,55] $ 2,8]3,55] $ 2,8]3,55] $ 2,8]3,55] $ 2,8]3,55] $ 2,8]3,55] $ 3,342,060 $ 4,28],053 $ 5,232,048 $ 8,1]],038 $ ],122,031 e e e 2 21 e 1111 e e e e e 5115 e 11,115 e e e e e 111"a 13521 e e e e 1171 Soft SuboMina[e Deb[ Be ginning Balance $ - $ $ 41,188 $ $ $ $ $ $ $ $ $ 581,538 $ 1,163,0]] $ 1,534,308 $ 1,221,484 $ 2]8,491 $ - $ - $ - $ - Add,tS,ns 581538 581538 581538 581538 581538 581538 581538 581538 581.538 581538 581538 581538 581538 Subtotal - 581538 9622704 581538 581538 581538 581538 581538 581538 581,538 581538 1,19639]] 17449615 2,11584] 1221484 276 491 - - - - Uses 5403]3 622704 581538 581538 581538 581538 581538 581538 581,538 210 307 d94 363 944993 276491 End ng Balance $ - $ 41,188 $ - $ - $ - $ - $ - $ - $ - $ - $ 581,538 $ 1,163,0]] $ 1,534,308 $ 1,221,484 $ 278,491 $ - $ - $ - $ - $ - Ca.b during Con.-b-Penod Beg n9 Balance AdEn $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - ,ns Subtotal - - - - - - - - - - - - - - - - - - - - Uses End,ng Balance $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Grand Total Beginning Balance $ $18,898,588 $15,989,88] $14,522,388 $13,118,2]1 $11710,158 $10,304,041 $ 9,805,12] $ 9,308,212 $ 8,80],29] $ 8,308,382 $ 9,]]4,184 $ 8,]9],564 $ ],995,945 $ ],184,206 $ 5,]40,298 $ 4,984,892 $ 4,465,9]] $ 3,98],082 $ 3,488,14] Atltlitions 25713909 581538 8405]] 884243 909243 884243 884243 884243 884243 884,243 39239960 581538 581538 581538 96963502 944993 944993 944993 944993 Subtotal 25713909 1]4]8,1296 196810244 154096,9629 14925514 12594399 11,188284 105893969 10,190455 99691540 11332342 10355722 93]9,103 85]]483 ],184206 6 o'do0 5909,885 54109]0 4912955 4413,140 Uses 998]909 1508459 228]858 2290358 2315358 2290358 1383,158 1,383,158 1383,158 1383,158 1558,158 1558,158 1383,158 13932]8 1443908 1443908 1443,908 1443908 1443908 1443908 End ng Balance $18,828,000 $15,969,88] $14,522,388 $13,118,2]1 $11,]10,156 $10,304,041 $ 9,805,12] $ 9,308,212 $ 8,80],29] $ 8,308,382 $ 9,]]4,184 $ 8,]9],564 $ ],995,945 $ ],184,206 $ 5,]40,298 $ 4,964,892 $ 4,465,9]] $ 3,98],062 $ 3,488,14] $ 2,969,232 R,dd Reld 4%C-ent 1 Oebiled S.... nd uses 7130/2018 251 PM THE NRP GROUP LLC Corpus Chnsn/NRPOevelopment Corpus Ch S.no:4-HTC Mar-20 Apr-20 M,20 JI,20 Ju420 Aug-20 S.µ20 .120 Nov-20 D-20 -21 Fet21 Mar-21 Apr-21 May-21 Jurv21 J,421 920% 980% 1000% 100.0% 1000% 1000% 1000% 1000% 1000% 1000% 100.0% 1000% 1000% 1000% 1000% 1000% 100.0% Monts EB MontsV Moreh" Monts 48 Monts 2d Monts ZS Monts TB MonM9 Mor8h 28 Monts E9 Monts 88 Monts 31 Monts 32 Monts JB Mm 80 Monts) Monts 88 20 21 22 23 24 25 246 27 28 29 30 31 32 33 34 35 346 DMailed Source.and U.e. U.e.Summary Good Cost, Land $ $ $ $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - N-Constru Rion 4332467 4332467 4332467 - - - - - - - - - - - - - - 54 341 54 341 54 341 - - - - - - - - - - - - - - 1--t 11,30] 9,30] 9,30] 498 915 496 915 496 915 - - - - - - - - - - - BatlCosGs 944,993 944,993 944,993 80750 55,000 2,131,10] $ 1,443,908 $ 1,441,908 $ 1,441,908 $ 80750 $ 55,000 $ $ $ $ $ $ $ $ $ $ $ $ 2,131,10] T..-E...Pt Bonds Beginni ng Balance $ 2,898,845 $ 2,199,]30 $ 1,]02,815 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 Addi0ons Subtotal 2598545 29 17 1702815 1 205 900 1 205 900 1 205 900 1 205 900 1,205900 1 205 900 1 205 900 1 205 900 1 205 900 1 205 900 1,205900 1 205 900 1 205 900 1205,900 Uses 498,915 498,915 498,915 -,ng Balance $ 2,199,]30 $ 1,]02,815 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 $ 1,205,900 TCAP Interest ESlmete s1 s1 s1 115,151 s1 119,151 s1 s1 s1 Beginning Balance $ - $ $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - AddiOons Subtotal - - - - - - - - - - - - - - - - - Uses End ng Balance $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Equity Proceed. o% o% o% 5% o% o% o% o% o% o% o% o% o% o% o% o% 465% Be ginning Balance $ - $ - $ - $ $ ]53,390 $ 898,390 $ 898,390 $ 898,390$ 898,390 $ 898,390 $ 898,390 $ 898,390 $ 898,390 $ 898,390 $ 898,390 $ 898,390 $ 898,390 Addi0ons814,140 10,583,828 Subtotal - - - 814,140 ]53390 4698390 4698390 4698390 4698390 fi98,390 4698390 4698390 4698390 4698390 4698390 fi98,390 1128221] Uses 80750 55,000 11,248,11] End ng Balance $ - $ - $ - $ ]53,390 $ 898,390 $ 898,390 $ 898,390 $ 898,390 $ 898,390 $ 898,390 $ 898,390$ 898,390 $ 898,390 $ 898,390 $ 898,390 $ 898,390 $ 34,100 Hard--inate Deb[ Beginni ng Balance $ ],122,031 $ 8,08],024 $ 9,012,01] $ 9,95],010 $ 9,95],010 $ 995],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 Addi0on, Subtotal ],122931 8946]924 991291] 995]910 995]910 995]910 995]910 9,95]910 995]910 995]910 995]910 995]910 995]910 9,95]910 995]910 995]910 995],010 Uses 944,993 944,993 944,993 (9,95],0107 End ng Balance $ 8,08],024 $ 9,012,01] $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 995],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ 995],010 $ 9,95],010 $ 9,95],010 $ 9,95],010 $ - Soft SuboMi1 1 3]555 e al,H e e e e e e al,411 a al,411 e e e e e al,411 a al,411 e na[e Deb[ - BeginningBalance $ - $ - $ - $ $ 840,000 $ 840,000 $ 840,000 $ 840,000 $ 840,000 $ 849000 $ 840,000 $ 840,000 $ 840,000 $ 840,000 $ 840,000 $ 849000 $ 840,000 Addi0ons 840,000 Subtotal - - - 840900 840900 840900 840900 840900 840900 849000 840900 840900 840900 840900 840900 849000 840900 Uses 840,000 End ng Balance $ - $ - $ - $ 840,000 $ 840,000 $ 840,000 $ 840,000 $ 840,000 $ 840,000 $ 849000 $ 840,000 $ 840,000 $ 840,000 $ 840,000 $ 840,000 $ 849000 $ - Ca.b during Conztru -Penod Beg ng Balance $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - AddiOons Subtotal - - - - - - - - - - - - - - - - - Uses Ending Balance $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Grand Total Beginni ng Balance $ 2,989,232 $ 2,4]0,31] $ 1,9]3,403 $ 1,4]8,488 $ 3,089,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 Additions 944993 944993 944993 14654,140 105838246 Subtotal 3914225 3415310 2918395 3,1304628 39469 8]8 39148]8 39148]8 3,0148]8 39148]8 39148]8 39148]8 39148]8 39148]8 3,0148]8 39148]8 39148]8 13598704 Uses 1,443,908 1,441,908 1,441,908 80,]50 55,000 2,131,10] End ng Balance $ 2,4]0,31] $ 1,9]3,403 $ 1,4]8,488 $ 3,089,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $ 3,014,8]8 $11,48],598 Rodd Reld 4%C-ent 8 Lease Up 7/30/2018 2:51 PM THE NRP GROUP LLC Corpus Christi/NRP Development,Corpus Christi,TX Scenario:4%L/HTC Construction Completion&Leasing Schedule Construction Units Percentage of Lease-up Affordable Month of Units in Full Earning Percem Credits Month Completion Lease-up Units Percent Month Lease-up Full Buildings Year Buildings Credits Delivered Delivered Closing Jul-18 324 Units 14.0% - 0.0% Aug-18 - - 8 - - 0.0% $ - 12 Bumings 2 10.9% - 0.0% Sep-18 - - 9 - - 0.0% $ - 27.00 Units/Building 3 17.8% - 0.0% Oct-18 - - 10 - - 0.0% $ - 4 24.7% - 0.0% Nov-18 - - 11 - - 0.0% $ - 5 31.6% - 0.0% Dec-18 - - 12 - - 0.0% $ - 6 35.6% - 0.0% Jan-19 - - 13 - - 0.0% $ - 7 39.6% - 0.0% Feb-19 - - 14 - - 0.0% $ - 8 43.6% - 0.0% Mar-19 - - 15 - - 0.0% $ - 9 47.7% - 0.0% Apr-19 - - 16 - - 0.0% $ - 10 51.7% - 0.0% May-19 - - 17 - - 0.0% $ - 11 55.7% - 0.0% Jun-19 - - 18 - - 0.0% $ - 12 59.7% - 0.0% Jul-19 - - 19 - - 0.0% $ - 13 63.8% - 0.0% Aug-19 - - 20 - - 0.0% $ - 14 67.8% 23 7.1% Sep-19 23 - 21 - 23 0.0% $ - 15 71.8% 46 14.2% Oct-19 46 1.00 22 27 46 0.0% $ - 16 75.8% 69 21.3% Nov-19 69 2.00 23 54 69 0.0% $ - 17 79.9% 93 28.7% Dec-19 93 3.00 24 81 81 5.6% $ 99,692 18 83.9% 116 35.8% Jan-20 116 4.00 25 108 116 0.0% $ - 19 87.9% 139 42.9% Feb-20 139 5.00 26 135 139 0.0% $ - 20 91.9% 162 50.0% Mar-20 162 6.00 27 162 162 0.0% $ - 21 96.0% 185 57.1% Apr-20 185 6.00 28 162 185 0.0% $ - 22 100.0% 208 64.2% May-20 208 7.00 29 189 208 0.0% $ - 23 100.0% 231 71.3% Jun-20 231 8.00 30 216 231 0.0% $ - 24 100.0% 255 78.7% Jul-20 255 9.00 31 243 255 0.0% $ - 25 100.0% 278 85.8% Aug-20 278 10.00 32 270 278 0.0% $ - 26 100.0% 301 92.9% Sep-20 301 11.00 33 297 301 0.0% $ - 27 100.0% 324 100.0% Oct-20 324 12.00 34 324 324 0.0% $ - 28 100.0% 324 100.0% Nov-20 324 12.00 35 324 324 0.0% $ - 29 100.0% 324 100.0% Dec-20 324 12.00 36 324 324 73.2% $ 1,295,993 30 100.0% 324 100.0% Jan-21 324 12.00 37 324 324 0.0% $ - 31 100.0% 324 100.0% Feb-21 324 12.00 38 324 324 0.0% $ - 32 100.0% 324 100.0% Mar-21 324 12.00 39 324 324 0.0% $ - 33 100.0% 324 100.0% Apr-21 324 12.00 40 324 324 0.0% $ - 34 100.0% 324 100.0% May-21 324 12.00 41 324 324 0.0% $ - 35 100.0% 324 100.0% Jun-21 324 12.00 42 324 324 0.0% $ - 36 100.0% 324 100.0% Jul-21 324 12.00 43 324 324 0.0% $ - Rodd Field.4%.Current 9 Pm, Aans 7/30-18 2 51 PM THE NBP GROUP LLC G_G_IN—d—p—M G-—A,TX d.L.. ReTe GIIII PFRItbl CRIt $ $ 1 262744$ 3l222251 2 3$ 3315 053$ 3411154$ 3 80 113$ 3 541717$ 3 620793$ 3l2693 209$ 3l767 09753)$ 384821164$ 3 29719�2682)$ 3l29797 13457)$ hl208757�46300$ 4l2159 52$ 4l242 36335)$ 4 330227:19 832) L111-1 (8839 2) 488) (—154) (238837) (.3614) (.8436) (253456) 58�525) 26D6 26 9 9) ( 434 9�8 2) 91�4 1) 296�9 0 bb IIIRI Cthb, t TFtbl C— t- 1 95b 1 174352 29 775 3 110 899 3 173 17 3236579 3 301 311 3 367337 341684 3503 378 3573445 3149 4 3 7 1 7812 3 792 168 3868 011 3945 372 40.279 22 905 59,99 61 890 63�27 64390 65 678 66 991 68331 69698 71 092 72 5�4 7 3964 75.3 76952 Z2 491 80061 Opell E.pens. TEblfMenw 1 197257 3055 374 3 172789 32362. 3300969 3 366989 3434328 3503 015 3573 076 3 6"537 3717428 3 79�67776 3 867611 3944,963 40 23 863 4�04 40 Mmb—t— PW, 76 9450 132 39 1 34680 137 373 140 102 1 142923 145781 148 697 15 1 154 7304 157 799 160 955 b .174 80 122�21 5 126�912 12 9 0 7 5Z 85 570�708 5847�829 605�4&4 623�628 &42D 7 66�6 7 68 55 7 (36450) 450�4522 4.038 477959 4922 8 5 7�0067 522�279 537. 169 too 17 173 1793 1 1 0 0 0�R ol�98799 3 14 618 145867 150243 15 750 1 59�3983 14'735 3988 184780 190323 96 33 2 9 14 207 1 33�4 1 3�7 49 "I It Ave (�02 7800l et 133 38728 �373 315 36 66 37�560 384�687 39. 1�014 42274 43542 44&4 46�1.93 47 7 4 06 590476 5 MbIl11 5 32780 34�4373 35�4404 36466 37 560 38 687 39%8 41�2043 42�92474 4312 44 8 46�5 9 9�507 00 1�49 7960 12 2 19 3 47 9 4 6 50 Dbt"."g (121 50) 150�1774 154 679 1 3 1 79�31 6 1.695 190 36 195 3 201�82 1 207�876 2174 1172 220�5535 2 7257�7151 2733 66 69291 1D 0 73 11 16 7:9 (4050) Rb 50 05 59�319 164:0909 1569 987 Dop�,MD&S.a D,b,tb ce 53 107 5470 6�0�221 157R0039l 59 772 �314 67273 " 8 51�566709 206239 212426 218799 225363 232�. es0 196 61�5685 634121 65 76�33572 �373 239 08 24626 253 96 277�5169 24895�484 251049 302870 193 47 79 006 0 36 66 37�560 38�687 39 124 649 261�258 24669�0 (2,700) 33 8 41 043 42274 43542 44.8 476 5 990 S"Po=e=,hg'IoTot,teDo' (,642) 3251�452W7 22�41 73 2283 23 23 24 229 24 56 25705 26476 27270 28�3088 28 931 2 7 306 93 3��614 C—P c e Fee 20 29 1 20�9100 8 10 9 99 83 3�5 4 90" 94526 291 10 go log�9 2 112�869 116 2 55 11 9�743 123 35 127035 130.6 1�771 138814 1 bce 99 97362 1002 6�3 58 Real Estate Tb,e,F—ch e TD, 6875 17710 18571 19 128 19702 2029 21 L4 922 22 2Z 2�_472 27272 235 1 872!790 1 926!Z T...P 3 27029 1 6221!272302 1 62628!19Z820 1 72127!Hl 28 1 72673!262857 1 849!2 912 1 933,140 83 170 —.� -d (70 492) 1 G78 701 1 356.4 1404 959 1445839 1 487920 1 531 237 1 527L5!8 2041 023 1. Pd- It-- 70492 118 556 1 698430 1 767 831 1 790405 1 813050 1 835753 1 858499 1 881 286 1 904 096 1 926919 1.9741 1 972546 1 995321 2018 052 2040 723 2063318 Dep,ec-on Pe"o'a-pelty 1�536�00 6 1�536 0 6 S:11011 3 037 1 94 3 0 37�0194 19 1!71970!2WH4 1 719h!2WH4 1!120!2 9 7 9 7 92 0!2 2 22 922 8L 22 L 22 L 2!IH o H L 2 L 22 L 22 L 2 20fil 92 H H.11 11 No 821 1!190!2" 1!190!2" 1!12 9 1!12 1!19 0.4 9 2.4 o!2 1!12 4 go!2" j!j9o!2RF j!j9o!2RF 1!19 1!12 1!12 o 2.4 go 2 -t Expd`7 H-Debt nbeRA E.pe,,e 718 750 1 437 504 1 246 002 1 235 1 221 774 1 208577 1 194601 1 179 800 1 1.125 1 1475. 1 129943 1 111 325 1 091 607 1 070 725 1 048 610 1 025 189 AM Fee l,te,e,[Expense De RI P,opely Ma,agelDent Fee l,te,e,t De�e e�_D S.Detht j=eEF.epe"IeeIt Elpe— 000 84840 85688 86 545 87411 88 285 89 168 90059 90960 91870 92788 93 716 94;M3 95600 95648 SI Del 2 IeIIE'pe,.Deb[ 3 hte R. e Soft Expense 718 750 1 521 504 1 330.2 1 3199. 1 308319 1 295988 1 282886 1 268 967 1 254 184 1 2384. 1 221 813 1 204 113 1 185323 1 165 378 1 1"209 1 120837 Nee Income be/9Yn. Exp— 70492 (63.238) (5587 118) (753855) (720362) (686 114) (651 079) (615 231) (578526) (540932) (502409) (462916) (422411) (330,346) (338 170) (294330) (248367 P.11. A"etMa,age'e'Fee 7500 7725 7957 8 195 84`1 8695 8955 92. 9501 9786 10079 10 382 10 693 11 014 11 3" SIbollIbbel— -pely Maagemelt Fee Pa. hp M anagem ent Fee 81 727 195076 7500 7725 7957 8 195 3441 8695 8955 92. 9501 9786 10079 10 382 10693 101187817 222i!H952 ...—d 70,3882 (l 15,5N,6181 17615931 (—b—) (.4'.9) (l (l (581.481) (l (511,910) (472,102) (432,.1) (l P.,—) (l (476,4.) Add Back.Dep—Adon 5 764 FAR 5 7.FAR 1 190.4 1 190 8" 1 190 8" 1 1908" 1 190.4 1 190.4 1 190.4 1 190 8" 1 190 8" 1 1908" 1 190.4 1 190.4 1 190.4 1 190 8" Inl ACENEez Replacement Reserves (32,767) (84408) (86940) (39 543) (92234) (95 001) (97851) (100,737) (103811) (106925) („0,133) (113437) („6340) (,20 345) (123955) (127674) F,- —bes CalhDom/toDevelopm entSo—e, (70492) 632 961 Ha D Debt Ph nc p e='n (199299) (211 066) (223527) (236724) (250,700) (265501) (281 177) (297777) (315358) (333977) (353,694) (374,577) (396691) (420 112) Change n Act— Management Fee 37 3 32� (3(42�873 (43 30 (44�6035� (45497 79 925� (397�7 1�� C 9 0 (4 0 (3433,3) (4 1�2 8� (421 0 982� (_23 R323 38 07 0 38 0 1 582� (324 70902� (�33013 (36 696 Change n Acced Management Fee 386 5 1 70� (35 74 (36 591� 8�58 8 Change�n Developer ope,Fee Fab (�3 (�3 9 11�8 0�7 6� (2(6 3� (2(7�84 C 6�6 27�3592� 2t6 (2 726� (23 28 (2(4 68 Change Sol Deb 1 Balance .000 84840 85688 86 545 87411 88 285 89 168 90059 90960 91 870 92788 93 716 653 4792 (121 103� Chan g e�n So. n Debt 2 Fa ante e Change In Sob Debt 3 Balance —R...9— (70492) 632 961 (77221) (—3.) (372977) (404301) (436322) (469,063) (502576) (536 377) (572009) (603,009) (644916) (632,776) (721 636) (670737) (536 712)) $ 7797 Stgh.c s Ca,h blable D,Debt SeNce 70492 35 739 614 022 1 HO 391 1 700 357 �"720 5�31016 1 �"740 5�37052 760 1 710499 1 300 235 "3,9994 53 0 1 "1359�36003 1 �"1559�1309 1 197 707 1 916— 9 35 6” 01) 171411 01) Ha"Debt S e 445,301) (1445301) (1445 301) 445 301) (1445,3.01) (14 45301) 445 301) (1 445,3�O�) (1445301) ,445 F De. overage-0 12 1.16 1j1M8 1X — 1�� 1�25 1.6 1.27 1.29 11� 1,Z 1P` D Se,"ce 1.,- 2.5. — — 315, 7 -J98 —84 374dW .4,— —,8. —,79 —,406 471 7 —4� ope'a ng E.pen'e pe,'�I t $ $ $ 4 133$ 4336$ 4462$ 4592$ 4 726$ 4 3. $ 5005 $ 5,,5, $ 5301 $ 5456$ 5 615$ 5 779$ 5947 $ 6 121 $ 6299 Rodd F,eld 4%—ent 10 Cash Flow 7/30/2018 2:51 PM THE NRP GROUP LLC Corpus Christi/NRP Development Scenario:4%LIHTC Project Total Project Consultants NRP Group CHFC Cash Cash Distribution Remaining Developer Fee(+ Available for (Partnership Mgmt Developer Distributed Distributed Interest) Def.Fee Fee Payment Fee Develo er Fee Cash Flow Total Develo er Fee Cash Flow Total 70% 50% 30% 50% Closing 400,000 - - 50,000 350,000 245,000 - 245,000 105,000 - 105,000 Construction - - - - - - - - - - Lease-up 1,147,727 - - 1,147,727 803,409 - 803,409 344,318 - 344,318 Year 127,352 127,352 - 127,352 89,146 - 89,146 38,206 - 38,206 Year 192,694 192,694 - 192,694 134,886 - 134,886 57,808 - 57,808 Year 211,726 211,726 - 211,726 148,208 - 148,208 63,518 - 63,518 Year 230,728 230,728 - 230,728 161,509 - 161,509 69,218 - 69,218 Year 249,686 249,686 - 249,686 174,780 - 174,780 74,906 - 74,906 Year 268,583 268,583 - 268,583 188,008 - 188,008 80,575 - 80,575 Year 287,411 287,411 - 287,411 201,188 - 201,188 86,223 - 86,223 Year 10 306,152 306,152 - 306,152 214,306 - 214,306 91,846 - 91,846 Year 11 324,792 324,792 - 324,792 227,354 - 227,354 97,438 - 97,438 Year 12 343,313 343,313 - 343,313 240,319 - 240,319 102,994 - 102,994 Year 13 361,696 361,696 - 361,696 253,187 - 253,187 108,509 - 108,509 Year 14 379,925 379,925 - 379,925 265,948 - 265,948 113,978 - 113,978 Year 15 397,982 397,982 - 397,982 278,588 - 278,588 119,395 - 119,395 Year 16 234,233 234,233 81,727 234,233 163,963 40,864 204,826 70,270 40,864 111,133 Year 17 195,076 97,538 97,53897,538 97,538 5,464,000 3,916,273 276,803 50,000 5,414,000 3,789,800 138,401 3,928,201 1,624,200 138,401 1,762,601 $ 5,464,000 Total Fee $ 5,414,000 $ 3,789,800 Total Fee $ 1,624,200 Total Fee - Unpaid $ - $ - Unpaid $ - Unpaid Rodd Field.4%.Current 11 Depreciation Analysis 7/30/2018 2:51 PM Corpus Christi/NRP Development, Corpus Christi, TX DEPRECIATION SCHEDULE (With 50% Bonus Depreciation if applicable) Total Construction Costs 31,284,474 Total Depreciable Basis 41,894,619 Ratio Asset/ Depr Basis Allocated Personal Property- 5 year 7.3327% 3,072,011 Site Work- 15 year 14.4992% 6,074,387 Total 9,146,398 With Soft Cost Allocation Allocated Allocated Total Personal Property Site Work Per Allocated 1st Year Depreciation 1,536,006 3,037,194 4,573,200 2nd Year 1,536,006 3,037,194 4,573,200 3rd Year - - - 4th Year - - - 5th Year - - - 6th Year - - - 7th Year - - 8th Year - - 9th Year - - 10th Year - - 11th Year - - 12th Year - - 13th Year - - 14th Year - - 15th Year - - 16th Year - - 3,072,012 6,074,388 9,146,400 Rodd Field.4%.Current 12 Annual IRR 7/30/2018 2:51 PM THE NRP GROUP LLC Corpus Christi/NRP Development,Corpus Christi, TX Scenario: 4%LIHTC Compliance Capital Losses Tax Savings Combined Net Cumulative Net Ending Capital Period Date Note Contribution Tax Credits Cash Distrib. Income Cost Benefits Benefits Account 1 2018 $ (2,442,421) $ - $ $ (70,492) $ (14,804) $ (2,457,225) $ (2,457,225) 2,512,913 2 2019 (2,442,421) 99,692 6,364,238 1,336,489 (1,006,240) (3,463,465) (1,408,904) 3 Start 2020 (814,140) 1,295,993 5,678,618 1,192,511 1,674,364 (1,789,101) (6,273,382) 4 2 2021 (10,583,826) 1,769,871 846,420 177,748 (8,636,207) (10,425,308) 3,464,024 5 3 2022 1,769,871 814,008 170,940 1,940,811 (8,484,498) 2,650,016 6 4 2023 1,769,871 780,854 163,980 1,933,851 (6,550,647) 1,869,162 7 5 2024 1,769,871 746,931 156,856 1,926,727 (4,623,920) 1,122,231 8 6 2025 1,769,871 712,210 149,564 1,919,435 (2,704,486) 410,021 9 7 2026 1,769,871 676,649 142,096 1,911,967 (792,519) (266,628) 10 8 2027 1,769,871 640,216 134,444 1,904,315 1,111,795 (906,844) 11 9 2028 1,769,871 602,870 126,603 1,896,474 3,008,269 (1,509,714) 12 10 2029 1,670,179 564,572 118,560 1,788,739 4,797,008 (2,074,286) 13 11 2030 473,877 525,279 110,308 584,185 5,381,193 (2,599,565) 14 12 2031 - 484,944 101,840 101,840 5,483,033 (3,084,509) 15 13 2032 443,517 93,140 93,140 5,576,173 (3,528,026) 16 14 2033 9,081 491,752 103,268 103,268 5,679,441 (4,028,859) 17 End 2034 - 21,675 (4,050,534) (850,613) (850,613) 4,828,828 0 2035 $(16,282,808) $ 17,698,706 $ 30,756 $ 16,252,052 $ 3,412,930 $ 4,828,828 IRR 7.56% Tax Rate 21.00% Rodd Field.4%.Current 13 SC o� Va. U NOORP08 IEO AGENDA MEMORANDUM 1852 City Council Meeting of August 14, 2018 DATE: August 6, 2018 TO: Keith Selman, Interim City Manager THROUGH: Annette Rodriguez, MPH, Director of Public Health annetter@cctexas.com 361-826-7205 FROM: William Milan Uhlarik, MBA, ARM, Assistant Director of Public Health williamu2@cctexas.com 361-826-1348 Behavioral Health Center of Nueces County Update OUTSIDE PRESENTERja Name Title/Position Organization Mike Davis CEO Behavioral Health Center of Nueces County ("BHCNC) BACKGROUND: On 7/24/2018 City Council Member, At-Large, Paulette M. Guajardo requested that a presentation be brought forward to City Council briefing them on the programs being implemented by the Behavioral Health Center of Nueces County. LIST OF SUPPORTING DOCUMENTS: PowerPoint— BHCNC City Council Presentation@8-14-2018.pptx hAw BHCNC Behavioral Health Center of Nueces County "Working Together for Better Lives" Nueces County Community Collaborative Forensic Expansion Project. 3 Core Components of the Collaborative w The collaborative was born out of recent legislation which provided avenues for new partnerships between local governments and Mental Health Authorities to create and implement programming designed to reduce the level of interaction between individuals with mental health issues and the criminal justice system. ® As a result, Nueces County, The Nueces County Hospital District, and Behavioral Health Center of Nueces County have entered into a tri-party contract which funded the creation of 3 key programs aimed at addressing the issue of mentally ill persons within the criminal justice system. BHCNC�spee���s�7 Ives 'Yp � BeM1avio HeakM1 Center of Nu L Cwnry king Togetl�er ror Better L Jail Based Competency Restoration w Jail Based Competency Restoration will provide services to persons with criminal offenses, (not eligible for outpatient restoration), who are remanded to competency restoration by the court system as a result of being incompetent to stand trial. Incompetency to stand trial means that an individual is too ill to participate in due process. Due to the extremely long wait-list for forensic beds at state hospitals it is typical for these individuals to wait in jail for a bed at a state facility for over 200 days, sometimes even a year or more. Jail Based Competency Restoration provides the opportunity for these individuals to be restored to competency locally, in the Nueces County Jail. Restoration must be reached within 60 days (with the option of a single 30 day extension). BHCNC�spee��s7 Ives 'Yp � BeM1avio HeakM1 Center of Nu L Cwnry king Togetl�er ror Better L Crisis Intervention Team /Mobile Crisis Outreach Expansion w The goal of the Crisis Intervention Unit is to expand on Mobile Crisis Outreach services and provide a mechanism for mentally ill individuals who are involved with law enforcement to be identified, assessed and diverted into treatment, rather than arrest/incarceration. Crisis intervention staff, (bachelor's level case managers) dispatch along with crisis intervention trained officers in response to 911 calls involving individuals with behavioral health issues, including substance abuse/dependence. w Crisis intervention teams' have proven effectiveness in identifying, assessing, and diverting individuals into care. Many of these individuals are currently and historically arrested and taken to jail. As part of this program, Charlies Place Recovery Center has partnered with BHCNC and has committed detox beds for individuals with substance dependence issues and transitional beds for individuals who otherwise would not have had access to treatment. Providing another option for law enforcement beyond arrest and hospitalization. BHCNC�spee���s�7 Ives 'Yp � BeM1avio HeakM1 Center of Nu L Cwnry king Togetl�er ror Better L Jail Diversion Program w Jail Diversion's primary goal is to divert individuals who meet established criteria from incarceration in the County Jail. The program will serve both individuals identified through the Crisis Intervention Team and those diverted directly from the jail that are currently incarcerated and in need of ongoing treatment. Jail Diversion's mental health professionals will be screening and identifying individuals on an ongoing basis and collaborating with the DA's office/courts to secure a release contingent on participation in ongoing mental health services. The program will provide psychosocial rehabilitation and case management to ensure individuals are successful in their recovery and maintain independence within the community. BHCNC Ives ',p � BeM1avio HeakM1 Center of Nu L Cwnry king Togetl�er ror Better L Benefits to the Citizens of Corpus Christi Significant reduction in cost and utilization of emergency services. Increased access to psychiatric emergency and substance abuse services. Decreased overtime and lost time for CCPD officers responding to mental health calls. Decreased costs in mentally ill individuals being arrested and held at the City Detention Center. ® Decreased court and incarceration costs through diversion and rapid restoration of competency. tOop BHCNC s�cA ',p � BeM1av ozHeakM1 Center of Nu L Cwnry Wa k ng Togetl�er ror Better L ves Moving Forward . . . w We will continue to seek additional funding opportunities to ensure ongoing services for the citizens of Nueces County. We will work with our community partners to expand and explore solutions to service capacity and funding limitations. w For the last 15 years the City of Corpus Christi has supported the Behavioral Health Center by contributing approximately $54,000 per year. - In recognition of the increased level of services and support the Center provides to residents of Corpus Christi we respectfully ask for future consideration of additional funding support from the City. BHCNC '`� "? Behav oral Health Center of Nueces County Work ng Together far Better Lev—