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Agenda Packet City Council - 01/08/2019
City Council City of Corpus Christi Meeting Agenda - Final 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Council Chambers11:30 AMTuesday, January 8, 2019 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 inglés es limitado, habrá un intérprete inglés-español en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary’s office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A.Mayor Joe McComb to call the meeting to order. B.Invocation to be given by Deacon Michael Mantz, Diocese of Corpus Christi. C.Pledge of Allegiance to the Flag of the United States to be led by Dalia Ann Perez, Executive Assistant to the Director of Financial Services. D.City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E.Proclamations / Commendations 1.19-0078 Proclamation declaring January 2019, " National Slavery and Human Trafficking Prevention Month" and January 11, 2019, "Human Trafficking Awareness and Prevention Day". Proclamation declaring January 17, 2019, "Dr. Hector P. Garcia's 105th Birthday Celebration Day". Page 1 City of Corpus Christi Printed on 1/7/2019 January 8, 2019City Council Meeting Agenda - Final F.MAYORAL APPOINTMENTS: a.APPOINTMENT OF MAYOR PRO TEMS b.CITY COUNCIL COMMITTEE ASSIGNMENTS G.CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS: a.UTILITY BILLING UPDATE b.OTHER H.MINUTES: 2.19-0079 Regular Meeting of December 11, 2018 and Special Meeting of December 31, 2018. Minutes - December 11, 2018 Minutes - December 31, 2018 Special Attachments: I.BOARD & COMMITTEE APPOINTMENTS: (NONE) J.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. K.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. All items on this agenda are considered public hearings. Page 2 City of Corpus Christi Printed on 1/7/2019 January 8, 2019City Council Meeting Agenda - Final 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. L.CONSENT AGENDA: (ITEMS 3 - 10) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 3.18-1479 Professional Services Contract Amendment No. 1 for O.N. Stevens Water Treatment Plant On-Site Hypochlorite Generation Motion to authorize execution of Amendment No. 1 to a professional services contract with Hazen and Sawyer in the amount of $914,100 for a total restated fee of $963,600 for the O.N. Stevens Water Treatment Plant (ONSWTP) On-Site Hypochlorite Generation. Agenda Memo - On-Site Hypochlorite Generation Project Budget - On-Site Hypochlorite Generation.xlsx Location Map - On-Site Hypochlorite Generation Contract - Amd 1 Hazen Sawyer.pdf Presentation - On-Site Hypochlorite Generation Attachments: 4.18-1485 Construction Contract for the Nueces River Raw Water Pump Station project (Capital Improvement Program) Motion authorizing a construction contract with CSA Construction, Inc., of Houston, Texas in the amount of $12,950,000 for the Nueces River Raw Water Pump Station project for Total Base Bid plus Additive/Deductive Alternates No. 1 and No. 2. Agenda Memo - Nueces River Raw Water Pump StationAttachments: Page 3 City of Corpus Christi Printed on 1/7/2019 January 8, 2019City Council Meeting Agenda - Final Project Budget - Nueces River Raw Water Pump Station Location Map - Nueces River Raw Water Pump Station Letter of Recommendation - Nueces River Raw Water Pump Station Presentation - Nueces River Raw Water Pump Station 5.18-1511 Supply Agreement Amendment for meter transmission units (MTUs) Motion authorizing an amendment to supply agreement No. 1053 to allow a 25% contract increase for purchase of meter transmission units (MTUs) with Aclara Technologies, LLC of St. Louis, Missouri, for a not to exceed amount of $539,840 for revised contract total not to exceed $2,699,200. Agenda Memo - Gas and Water Meters - MTU's Amendment 2 Gas and Water Meters Final Supply Agreement Attachments: 6.18-1503 Purchase of a Fuel Tanker Truck for Asset Management Motion authorizing the purchase of one 4,000-gallon Fuel Tanker Truck from Houston Freightliner, Inc. of Houston, Texas via Houston-Galveston Area Council Cooperative for a total amount not to exceed $153,302. Agenda Memo - Purchase of Fuel Tanker Truck Price Sheet - Purchase of Fuel Tanker Truck Attachments: 7.18-1448 Service Agreement Amendment for AristotleInsight License Renewal Motion authorizing an amendment to service agreement for AristotleInsight agent license three-year renewal for Information Technology with Sergeant Laboratories, Inc of Onalaska, Wisconsin for an amount not to exceed $61,731.24, and a revised value of the Agreement not to exceed $95,704.19. Agenda Memo-AristotleInsight License Renewal Price Sheet - AristotleInsight License Renewal AristotleInsight Amendment 1 Service Agreement-Sergeant Laboratories, Inc License and Support.pdf Attachments: 8.18-1461 Second Reading Ordinance - Accepting and appropriating funds for the Emergency Management Performance Grant (1st Reading (12/11/18) Ordinance authorizing acceptance of grant from Texas Department of Public Safety, Governor’s Division of Emergency Management, in amount of $56,265.52 for Emergency Management Performance Grant; and appropriating $56,265.52 in Emergency Management Grants Fund. Page 4 City of Corpus Christi Printed on 1/7/2019 January 8, 2019City Council Meeting Agenda - Final Agenda Memo (Texas Department of Public Safety 2018) Ordinance - (EMPG) 2018 Notice of Subrecipient Grant Award - EMT 2018 Attachments: 9.18-1462 Second Reading Ordinance - Accepting grant from Koch Companies for the 2018 Helping Heroes Grant Program (1st Reading 12/11/18) Ordinance authorizing acceptance of grant from Koch Companies Public Sector, LLC 2018 Helping Heroes Grant Program in the amount of $9,924; and appropriating $9,924 into the Fire Grant Fund. Agenda Memo - Helping Heroes Ordinance - 2018 Koch grant Attachments: 10.18-1523 Second Reading Ordinance - Amending FY19 TIF #3 Operating Budget (1st Reading 12/11/18) Ordinance appropriating $2,072,500 from the unreserved balance of the Downtown TIF #3 fund for approved incentive agreements; and amending the budget. Agenda Memo - Operating Budget Amendment 12_11_18 Ordinance TIRZ # 3 Budget Amendment Copy of 1112- Downtown TIF Zone #3 8_22_2018 Attachments: M.FUTURE AGENDA ITEMS: (ITEMS 11 - 24) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 11.18-1541 Supply Agreement for PetLink Slim polymer microchips for Animal Care Services Resolution authorizing a one-year supply agreement for PetLink Slim polymer microchips for Animal Care Services with Datamars, Inc., of Woburn, Massachusetts, for an amount not to exceed $31,250, with four additional one-year renewal options for a potential total amount not to exceed $156,250. Agenda Memo - Pet Microchips for Animal Care Services Resolution - Pet Microchips for Animal Care Services Price Sheet - Pet Microchips for Animal Care Services Supply Agreement 65267 Attachments: 12.18-1506 IBM Maximo Licenses and Maintenance Renewal Motion authorizing the City Manager or designee to execute all documents necessary with IBM and IBM Credit, LLC, for the renewal purchase of Page 5 City of Corpus Christi Printed on 1/7/2019 January 8, 2019City Council Meeting Agenda - Final Maximo software licenses and maintenance for a five-year term, with annual payments not to exceed $234,358.05 subject to sufficient appropriations for a total amount not to exceed $1,171,790.21 payable with funds provided by the Information Technology and Utilities Departments. Agenda Memo - Maximo Agreement FINAL Software and Services Agreement City of Corpus Christi_IBM SSSO FINAL Lease Purchase Master Agreement for Licensed Software an Services Attachments: 13.18-1532 Service Agreement for Maximo Software Consultant Services Motion authorizing a one-year service agreement for Maximo software services and maintenance support with Barton & Loguidice D.P.C. of Liverpool, New York for an amount not to exceed $140,600, with two additional one-year renewal options for a potential total amount not to exceed $421,800. Agenda Memo - Maximo Software Services and Maintenance Support Bid Tabulation - Maximo Software Services and Maintenance Support Service Agreement 1885 - Maximo Software Services and Maintenance Support - Partially Executed Attachments: 14.19-0001 Purchase of four Kubota Utility Vehicles for Beach Operations Motion authorizing the purchase of four Kubota utility vehicles for Beach Operations from Kubota Tractor Corporation of Torrance, California via the BuyBoard cooperative for a total amount not to exceed $62,357.96. Agenda Memo - Kubota Utility Vehicles for Parks & Recreation Price Sheet - Kubota Utility Vehicles for Beach Operations Attachments: 15.19-0023 Construction Contract Change Order No. 2 for Oso Water Reclamation Plant Headworks and Lift Station (Capital Improvement Program) Motion to authorize execution of Change Order No. 2 with CSA Construction Inc., of Houston, TX in the amount of $403,920 for a total restated fee of $23,650,887 for Oso Water Reclamation Plant (Oso WRP) Headworks and Lift Station project. Agenda Memo - Oso Water Reclamation Plant Headworks and Lift Station CO No. 2 (rev 1) Project Budget - Oso Water Reclamation Plant Headworks and Lift Station CO No. 2.xls E12206 Change Order 2 Location Map - Oso Water Reclamation Plant Headworks and Lift Station CO No. 2.pdf Presentation - Oso WRP Change Order No. 2 (rev 1) Attachments: 16.19-0028 Construction Contract for Wesley E. Seale Dam Outlet Rehabilitation (Capital Improvement Program) Page 6 City of Corpus Christi Printed on 1/7/2019 January 8, 2019City Council Meeting Agenda - Final Motion to authorize execution of a construction contract with Associated Construction Partners, Ltd. of Boerne, Texas in the amount of $1,507,612.87 for Wesley E. Seale Dam Outlet Rehabilitation project. Agenda Memo - Wesley Seale Dam Outlet Spillway Rehab.docx Project Budget - Wesley Seale Dam Outlet Spillway Rehabilitation.xlsx Location Map - Wesley Seale Dam Outlet Spillway Rehabilitation.pdf Presentation - Wesley Seale Dam Outlet Spillway Rehab v2.pptx Letter of Recommendation - Wesley Seale Dam Outlet Spillway.pdf Attachments: 17.19-0021 Service Agreement for Preventative Maintenence and Emergency Vactor Service for Utilities Department Motion authorizing a one-year service agreement for preventative maintenance and emergency vactor service with ADK Environmental, Inc., of Odem, Texas for a not to exceed of $312,200.00, with two one-year options for a total potential multi-year amount of $936,600.00. Agenda Memo - Preventative Maintenance and Emergency Vactor Service Bid Tab - Preventative & Emergency Maintenance for Various Lift Stations Service Agreement - Preventative Maintenance and Emergency Vactor Service.pdf Attachments: 18.19-0034 Amendment to Service Agreement for Pump Service Repairs Motion authorizing an amendment to service agreement No. 1426 for pump service repairs with Smith Pump of Waco, Texas, for a not to exceed amount of $61,115.00 for a revised contract total not to exceed $305,575.00. Agenda Memo -Pump Repair and Replacement Amendment No. 1 SA 1426-Amendment 1.pdf Executed Agreement Attachments: 19.19-0004 Purchase of Rough Terrain Forklift for Asset Management Motion authorizing the purchase of one 8,000-pound Rough Terrain Forklift from Hlavinka Equipment Company of East Bernard, Texas via Sourcewell Cooperative for a total amount not to exceed $89,309.93. Agenda Memo - Rough Terrain Forklift Price Sheet - Rough Terrain Forklift Attachments: 20.19-0096 Resolution for grant application submittal for Packery Channel Repairs Resolution authorizing submittal of grant application for the Federal Emergency Management Agency Public Assistance Program in the Page 7 City of Corpus Christi Printed on 1/7/2019 January 8, 2019City Council Meeting Agenda - Final amount of $15,000,000 for Packery Channel repairs. Agenda Memo - Packery Channel Repairs Resolution - FEMA Packery Channel Repairs assistance application_ Attachments: 21.19-0097 Resolution for grant application submittal to the State of Texas Economic Development Administration Office A Resolution of the City of Corpus Christi, Texas, authorizing the City Manager to act in all matters in connection with the Texas Division of Emergency Management (TDEM) Hazard Mitigation Grant Project (HMGP) for La Volla Creek Improvements and committing the City to provide matching funds to secure and complete the TDEM Hazard Mitigation Grant. Agenda Memo - TDEM HMGP 1.8.19 Resolution - HMGP 1.8.2019 Attachments: 22.19-0098 Resolution for grant applications submittal for the Community Development Block Grant (CDBG) Disaster Recovery Grant Program - Non-Housing A Resolution of the City Council of Corpus Christi, Texas, for submission to the General Land Office of a Community Development & Revitalization Hurricane Harvey Non-Housing Project Application for drainage improvement projects. Agenda Memo - CDBG-DR non-housing Resolution - FEMA Grant Application (Non-Housing) for Community Development and Revitalization Attachments: 23.19-0095 Resolution for grant applications submittal for the Community Development Block Grant (CDBG) Disaster Recovery Grant Program - Housing A Resolution of the City Council of Corpus Christi, Texas, authorizing the submission of a Community Development & Revitalization Hurricane Harvey Housing Project Application to the General Land Office . Agenda Memo - CDBG-DR Housing Resolution - FEMA Grant App for (Housing) Community Development and Revitalization Attachments: 24.19-0093 Resolution for Grant Application submittal for Junior Beck Drive Resolution authorizing submittal of application to the State of Texas Economic Development Administration Office in amount of $5,000,000 for the repair and extension of Junior Beck Drive. Agenda Memo - Junior Beck Drive Resolution - Junior Beck Drive EDC Attachments: Page 8 City of Corpus Christi Printed on 1/7/2019 January 8, 2019City Council Meeting Agenda - Final N.RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. O.PUBLIC HEARINGS: (ITEM 25) 25.18-1502 Public Hearing and First Reading Ordinance - Partial Alley Closure between 6th Street and 7th Street, south of Craig Street Ordinance closing, abandoning and vacating the West 7.5-Feet of a 15-Foot-wide Alley adjoining lots 19 and 20, Block Eleven, Bay View Addition according to map and/or plat thereof recorded in Volume A, Pages 24, Map Records of Nueces County, Texas., to comply with specified conditions . Agenda Memo - Partial Alley Closure between 6th Street and 7th Street, South of Craig Street Ordinance with exhibits - Partial Alley Closure between 6th Street and 7th Street, South of Craig Street Presentation - Partial Alley Closure between 6th Street and 7th Street, South of Craig Street Attachments: P.REGULAR AGENDA: (NONE) The following items are motions, resolutions and ordinances that will be considered and voted on individually. Q.FIRST READING ORDINANCES: (ITEMS 26 - 28) 26.19-0019 First Reading Ordinance - Accepting and appropriating grant funds to support terrorism prevention, preparedness, response and recovery capabilities Ordinance authorizing acceptance of $37,573.61 grant from Texas Office of the Governor - Homeland Security Grants Division; and appropriating $37,573.61 into Fire Grants Fund. Agenda Memo - Texas Office of the Government - $37,573.61 Ordinance- EOC grant 2019 - Fire Statement of Grant Award - 3707301 Attachments: 27.19-0020 First Reading Ordinance - Adopting a Right of Way License Agreement to Allow Parking of Dockless Vehicles Ordinance authorizing six-month licenses to allow the parking of dockless vehicles in the City’s right-of-way; appropriating the fees received from said licenses into the Dockless Vehicle Fund; and amending the budget. Agenda Memo - Dockless Vehicles 01_08_2019 Ordinance - Dockless Vehicle Pilot Program.pdf Presentation - Dockless Vehicles 01_08_2019 - FINAL Attachments: Page 9 City of Corpus Christi Printed on 1/7/2019 January 8, 2019City Council Meeting Agenda - Final License Agreement - Dockless Vehicles 01.02.19 28.19-0081 First Reading Ordinance - Professional Services Contract for Restoration of SEA District Water Features (Capital Improvement Project - Type A) Ordinance amending the FY 2019 Capital Improvement Program budget to increase the year one budget for project #E16458 Restoration of SEA District Water Features in the amount of $300,000; and authorizing execution of professional services contract with LNV, Inc., in the amount of $364,100 for the Restoration of SEA District Water Features project. Agenda Memo - SEA District Water Features.docx Ordinance - SEA District Water Features.docx Project Budget - SEA District Water Features.xlsx Location Map - SEA District Water Features.pdf Presentation - SEA District Water Features Contract - SEA District Water Features.pdf Attachments: R.BRIEFINGS: (ITEM 29) 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. 29.19-0071 Opportunity Zones Agenda Memo - Opportunity Zones Presentation - Opportunity Zones Brochure - "Invest in Downtown Corpus Christi" Attachments: S.EXECUTIVE SESSION: (NONE) 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. T.IDENTIFY COUNCIL FUTURE AGENDA ITEMS Page 10 City of Corpus Christi Printed on 1/7/2019 January 8, 2019City Council Meeting Agenda - Final 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. U.ADJOURNMENT Page 11 City of Corpus Christi Printed on 1/7/2019 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council 11:30 AM Council ChambersTuesday, December 11, 2018 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. Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 11:32 a.m. Invocation to be given by Pastor Claude Axel, Mount Pilgrim Baptist Church.B. Pastor Claude Axel gave the invocation. Pledge of Allegiance to the Flag of the United States to be led by Pat Eldridge, Police Management Services Director. C. Police Management Services Director Pat Eldridge led the Pledge of Allegiance. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.D. 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. Page 1City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes Mayor Joe McComb,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Michael Hunter,Council Member Debbie Lindsey-Opel,Council Member Ben Molina, and Council Member Everett Roy Present:7 - Council Member Greg SmithAbsent:1 - Proclamations / CommendationsE. 1.Commendation for Debbie Noble. Mayor McComb presented a commendation and received a check presented to the City of Corpus Christi from the Korean Chamber of Commerce to assist citizens in the community. CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:F. Mayor McComb referred to City Manager's Comments. Interim City Manager Keith Selman reported on the following topics: OTHERc. 1) The City has received ten responses to the Request for Information (RFI) related to an alternative water supply. The RFI responses include ground water, reuse and desalination options to diversify the City's water sources. 2) Early voting for the Runoff Election will take place at City Hall through Friday, December 14, 2018. 3) The Utilities Department has partnered with HEB to educate the public on the impact of improperly disposing of fats, oils, and grease. The Utilities Department will provide free grease containers during the presentations. The presentations will take place on Saturday, December 15, 2018 from 10:00 a.m. to 1:00 p.m. at HEB locations on Saratoga Boulevard, Port Avenue and Flour Bluff. 4) Development Services is hosting a public meeting to receive comment regarding the Unified Development Code (UDC) on Thursday, December 13, 2018 at 5:00 p.m. 5) The Texas A&M Real Estate Center will be presenting the "State of Housing Affordability in Corpus Christi" on Thursday, December 13, 2018 in the City Council Chambers. REGULAR AGENDA: (ITEM 24)N. 24.Resolution opposing the Trafigura Gulf Terminals offshore oil project Mayor McComb deviated from the agenda and referred to Item 24. Iain Vasey, Corpus Christi Regional Economic Development Corporation (EDC) stated that the purpose of this item is to approve a resolution asking the governor to oppose the proposed building of the Trafigura Gulf Terminal's offshore oil project. Mr. Vasey stated that the opposition is based on the following: the project's location places the project outside state regulation; uncertainty regarding Texas Commission on Environmental Quality (TCEQ) guidelines; vapor recovery; that the project may have a detrimental effect on the status of air attainment; safety; and economic impact. There were no comments from the public. Page 2City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes Council Member Guajardo read a statement in opposition. Council Member Garza made a motion to approve the resolution, seconded by Council Member Lindsey-Opel. This Resolution was passed and approved with the following vote: Aye:Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina and Council Member Roy 7 - Absent:Council Member Smith1 - Abstained:0 Enactment No: 031639 CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:F. Mayor McComb returned to City Manager's Comments. UTILITY BILLING UPDATEa. Interim City Manager Keith Selman introduced Peter Collins, independent information technology contractor, who is leading the team to address issues with the City's utility billing system. Mr. Collins provided the following information: the progress regarding General Ledger journal entries and cash reconciliation; an audit regarding no meter reads, sporadic missed bills, and consolidated consumption bills with readings; gas rate changes; the Development Services module; unauthorized usage of water; and Agenda Item 30, regarding replacement and preventive maintenance of the meter transmission units (MTU). Council members discussed the following topics: financial concerns related to the utility billing software; unauthorized usage of water; reconciliation between the Star and Infor software systems; and the process for terminating utility service. STRATEGIC FUTURE ISSUESb. None. Page 3City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes 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. All items on this agenda are considered public hearings. J. 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. City Secretary Rebecca L. Huerta conducted the public comment period. Chuck Anderson, 706 Imperial Harbor, and Carrie Robertson Meyer, 4401 Gulf Breeze Boulevard, thanked City staff and community volunteers for their assistance building the playground at Dolphin Park. Brian Watson, 5813 Hugo Drive, spoke regarding a water precipitation enhancement program and in opposition to renaming Naval Air Station - Corpus Christi after late U.S. President George Herbert Walker Bush. Evelyn Cooper, 14830 Highland Mist Drive, invited the City Council to the 5th Annual Corpus Christi Gospel Christmas Musical on Sunday, December 16, 2018 at 6:30 p.m. at St. John's Baptist Church, 5445 Greenwood Drive. MINUTES:G. 2.Regular Meeting of December 4, 2018. Mayor McComb referred to approval of the minutes. City Secretary Rebecca L. Huerta referred to page 24, Agenda Item 53 and stated that at the December 4, 2018 City Council meeting, staff provided a memo with revised totals for this item. City Council did not make a formal motion to amend this item. The minutes reflect the revised amounts, but should instead read as follows: $3,675,000 for La Volla Creek Drainage Improvement Plan project; $1,319,000 for La Volla Creek basin property acquisition project; and $2,100,000 for North Beach area drainage plan project. Council Member Hunter made a motion to amend the minutes as stated, seconded by Council Member Lindsey-Opel and passed unanimously (Council Member Smith - absent). A motion was made by Council Member Rudy Garza, seconded by Council Member Michael Hunter, that the Minutes be passed. The motion carried by a unanimous vote (Council Member Smith - absent). BOARD & COMMITTEE APPOINTMENTS:H. Page 4City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes EXPLANATION OF COUNCIL ACTION:I. CONSENT AGENDA: (ITEMS 3 - 23)K. Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. Interim City Manager Keith Selman announced Item 8 was withdrawn by staff. Council members requested that Items 7 and 9 be pulled for individual consideration. (Note: Item 12 was reconsidered after the consent agenda vote.) 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:Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina and Council Member Roy 7 - Absent:Council Member Smith1 - Abstained:0 3.Approval of 2019 Council Meeting Calendar Motion approving the 2019 Council Meeting calendar. This Motion was passed on the consent agenda. Enactment No: M2018-235 4.Contract extension with Dailey & Wells Communications Inc. for radio system and equipment maintenance (Requires 2/3 Vote) Motion authorizing a two-year extension to contract for maintenance of the City’s 800 MHz radio system and radio equipment with Dailey & Wells Communications Inc. for an estimated value of $840,244.60. This Motion was passed on the consent agenda. Enactment No: M2018-236 5.Resolution amending TexPool's Authorized Representatives (Requires 2/3 Vote) Resolution amending the City’s list of authorized representatives for Texas Local Government Investment Pool transactions and authorizing execution of the document by the Mayor. This Resolution was passed on the consent agenda. Page 5City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes Enactment No: 031627 6.Lease Agreement for Citywide Copiers (Requires 2/3 Vote) Motion authorizing a 36-month Lease agreement for Citywide Copiers with Toshiba America Business Solutions, Lake Forest, California for an estimated amount of $477,968.76 with two one-year options to extend for an estimated potential total of $782,396.64. This Motion was passed on the consent agenda. Enactment No: M2018-237 8.Professional Services Contract Amendment No. 1 for North Padre Island Beach Maintenance Facility (Bond 2014, Proposition 2) (Requires 2/3 Vote) Motion to authorize execution of Amendment No. 1 to a professional services contract with LNV, Inc. of Corpus Christi, Texas in the amount of $106,410 for a restated fee not to exceed $155,910 for the North Padre Island Beach Maintenance Facility project. This Motion was withdrawn. 10.Professional Services Contract for the Solid Waste Air Compliance and Gas System Monitoring project (Requires 2/3 Vote) Motion authorizing a professional services contract with Stearns, Conrad and Schmidt Consulting Engineers, Inc., (SCS) of Bedford, Texas for a period of 3 years in the amount of $830,020 for the Solid Waste Air Compliance and Gas System Monitoring project. This Motion was passed on the consent agenda. Enactment No: M2018-240 11.Lease purchase of a 2 1/2 ton cone (traffic control) truck for Street Operations (Requires 2/3 Vote) Motion authorizing the lease purchase of one 2½ ton cone (traffic control) truck from Houston Freightliner Inc., of Houston, Texas, via Houston-Galveston Area Council for a total amount not to exceed $128,530.84. This Motion was passed on the consent agenda. Enactment No: M2018-241 Service Agreement for Custodial Services for Asset Management Department (Requires 2/3 Vote) Page 6City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes Motion authorizing a three-year service agreement for custodial services with Ernestina Luna, dba Unified Service Associates of San Antonio, Texas, for an amount not to exceed $449,199, with two one-year renewal options for a potential total amount not to exceed $748,665.00. This item was reconsidered after approval of the Consent Agenda Items. Enactment No: M2018-242 13.Second Reading Ordinance - Service Agreement for security alarm permitting and false alarm management system services (Requires 2/3 Vote) (1st Reading 12/4/18) Ordinance authorizing a five-year service agreement with PM AM Corporation, Dallas, Texas, for security alarm permitting and false alarm management system services for an estimated amount of $575,000; appropriating $115,000 in additional revenue into the General Fund; and amending the budget. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031628 14.Second Reading Ordinance - Alarm Permit related charges (1st Reading 12/4/18) Ordinance amending Corpus Christi Code to add credit card fees for alarm permit-related charges and to clarify the time-period for false alarm fees. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031629 15.Second Reading Ordinance - Accepting and appropriating tuberculosis prevention funds for the contract period January 1, 2019 through December 31, 2019 (Requires 2/3 Vote) (1st Reading (12/4/18) Ordinance authorizing an amendment to the Tuberculosis Prevention and Control-Federal (TB/PC-FED) grant in the amount of $48,345 with a City match of $9,669 to provide tuberculosis prevention and control services. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031630 16.Second Reading Ordinance - Exemption from the Wastewater Lot or Acreage Fee for property located south of Northwest Boulevard Page 7City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes and west of Hazel Bazemore Road (Requires 2/3 Vote) (1st Reading 12/4/18) Ordinance exempting Park Springs IHS, Block 1, Lots 1 through 3, located south of Northwest Boulevard and west of Hazel Bazemore Road, from the payment of the wastewater lot or acreage fee 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: 031631 17.Second Reading Ordinance - Resale Treated Water Rates (1st Reading 12/4/18) Ordinance amending the Code of Ordinances, Chapter 55, Utilities, Section 55-50 (a)(2)e regarding Resale Treated Water Rates; effective January 1, 2019. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031632 18.Second Reading Ordinance - Lease Agreement for Dog Park located near Whitecap Wastewater Treatment Plant (Requires 2/3 Vote) (1st Reading 12/4/18) Ordinance authorizing a five-year lease agreement with Riley P. Dog Park, Inc. for use of approximately 2.5 acre tract of City property located near Whitecap Wastewater Treatment Plant to construct, operate and maintain a dog park. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031633 19.Second Reading Ordinance - Water Line Easement and Right-of-Way Dedication to San Patricio Municipal Water District (Requires 2/3 Vote) (1st Reading 12/4/18) Ordinance granting a permanent fifty (50) foot wide Water Line Easement and Right-of-Way plus a variable width temporary work easement to the San Patricio Municipal Water District to construct, operate, maintain, repair and remove one (1) 48-inch water line on City owned property adjacent to U.S. Highway 77 in San Patricio County; authorizing the Water Line Easement and Right-of-Way documents for the conveyance of the easement. This Ordinance was passed on second reading on the consent agenda. Page 8City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes Enactment No: 031634 20.Second Reading Ordinance - Agreement for paying utilities for Parker Pool (Requires 2/3 Vote) (1st Reading 12/4/18) Ordinance amending Ordinance 031525 regarding conveyance of Parker Pool property located at 654 Graham Road to Nueces County and authorizing Agreement for Payment for Utilities. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031635 21.Second Reading Ordinance - Service Agreement for Marina Office Roof Replacement (Requires 2/3 Vote) (1st Reading 12/4/18) Ordinance authorizing a two-month service agreement for replacement of the roof at the Marina office with South Texas Metal Roofing, of Corpus Christi, Texas, in the amount of $79,350; appropriating from the Unreserved Fund Balance in the Marina Fund; and amending the budget. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031636 22.Second Reading Ordinance - Appropriation of General Fund unreserved fund balance for repairs at the Museum of Science and History (Requires 2/3 Vote) (1st Reading 12/4/18) Ordinance appropriating $335,000 from the General Fund unreserved fund balance for the Museum of Science and History repairs; and amending the Operating Budget by increasing expenditures by $335,000. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031637 23.Second Reading Ordinance - Supplemental Lease Agreement with U.S. Coast Guard to construct additional parking and storage area and extend the term of the lease at Corpus Christi International Airport (Requires 28 Day Delay) (Requires 2/3 Vote) (1st Reading 11/13/18) Ordinance authorizing execution of an amendment to the lease with the U.S. Coast Guard for 1.61 acres at Corpus Christi International Airport to extend the term of the lease up to 20 years at an initial annual rate of $5,610.56 and ratifying language in the lease documents as may be necessary to be consistent with requirements of the U.S. Coast Guard. Page 9City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes This Ordinance was passed on second reading on the consent agenda. Enactment No: 031638 7.Extension of Service agreements for HEB and Al Kruse Tennis Centers (Requires 2/3 Vote) Motion authorizing extension of service agreements with Sweet Spot Tennis, LLC for management and operation of HEB and Al Kruse Tennis Centers. Mayor McComb referred to Item 7, extension of service agreements for HEB and Al Kruse Tennis Centers. In response to a council member, Interim Director of Parks and Recreation Becky Perrin clarified that the current service agreements are being extend until February 28, 2018 to finalize and award new service agreements for the HEB and Al Kruse Tennis Centers. There were no comments from the public. Council Member Garza made a motion to approve the motion, seconded by Council Member Hunter. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina and Council Member Roy 7 - Absent:Council Member Smith1 - Abstained:0 Enactment No: M2018-238 9.Profesional Services Agreement for Infor System Analysis Services (Requires 2/3 Vote) Motion authorizing a Professional Services Agreement for the project recovery phase of the system analysis of the Infor Enterprise System with Peter Collins of Corpus Christi, Texas for a not to exceed value of $160,000. Mayor McComb referred to Item 9. Council Member Guajardo stated that she inadvertantly pulled Item 9 and her intent was to pull Item 12. Council Member Lindsey-Opel made a motion to approve the motion, seconded by Council Member Hunter. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina and Council Member Roy 7 - Absent:Council Member Smith1 - Abstained:0 Page 10City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes Enactment No: M2018-239 12.Service Agreement for Custodial Services for Asset Management Department (Requires 2/3 Vote) Motion authorizing a three-year service agreement for custodial services with Ernestina Luna, dba Unified Service Associates of San Antonio, Texas, for an amount not to exceed $449,199, with two one-year renewal options for a potential total amount not to exceed $748,665.00. Council Member Guajardo made a motion to reconsider Item 12, seconded by Council Member Lindsey-Opel and passed unanimously. Mayor McComb referred to Item 12, a service agreement for custodial services. Assistant Director of Financial Services Kim Baker responded to a council member's questions regarding: the City Council's Policy regarding Hire Corpus First; local businesses that responded to the bid; and an explanation of the local preference threshold. There were no comments from the public. Council Member Lindsey-Opel made a motion to approve the motion, seconded by Council Member Hunter. This Motion was passed and approved with the following vote: Enactment No: M2018-242 BRIEFINGS: (ITEM 33)Q. 33.Harbor Bridge Replacement Project Quarterly Report Mayor McComb deviated from the agenda and referred to Item 33. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to allow representatives with Flatiron Dragados to provide a quarterly update on the progress of the Harbor Bridge Replacement Project. John Palmer, Deputy Project Manager, presented the following information: the project sections; the construction progress including: the north approach; a video regarding Launching the Gantry Crane; the south approach; the north and south footings; the Comanche Street Bridge Reconstruction; the Staples Street Bridge Reconstruction; the Port Avenue Bridge Reconstruction; the Nueces Bay Bridge Reconstruction; the Stillman Pedestrian Bridge Reconstruction; the IH 37 traffic switch; the North Beach traffic switch; the Robstown pre-cast yard; and the updated website. Council members spoke regarding the progress of the Harbor Bridge Replacement Project and expressed appreciation to Flatiron Dragados for their work. PUBLIC HEARINGS: (NONE)M. FIRST READING ORDINANCES: (ITEMS 25 - 27)O. 25.First Reading Ordinance - Accepting and appropriating funds for Page 11City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes the Emergency Management Performance Grant (Requires 2/3 Vote) Ordinance authorizing acceptance of grant from Texas Department of Public Safety, Governor’s Division of Emergency Management, in amount of $56,265.52 for Emergency Management Performance Grant; and appropriating $56,265.52 in Emergency Management Grants Fund. Mayor McComb referred to Item 25. Fire Chief Robert Rocha stated that the purpose of this item is to accept an Emergency Management Performance Grant from the Texas Department of Public Safety, Governor's Division of Emergency Management, in the amount of $56,265.52. 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 Hunter. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina and Council Member Roy 7 - Absent:Council Member Smith1 - Abstained:0 26.First Reading Ordinance - Accepting grant from Koch Companies for the 2018 Helping Heroes Grant Program (Requires 2/3 Vote) Ordinance authorizing acceptance of grant from Koch Companies Public Sector, LLC 2018 Helping Heroes Grant Program in the amount of $9,924; and appropriating $9,924 into the Fire Grant Fund. Mayor McComb referred to Item 26. Fire Chief Robert Rocha stated that the purpose of this item is to accept a grant from Koch Companies Public Sector, LLC for the 2018 Helping Heroes Grant Program in the amount of $9,924. There were no comments from the Council or the public. Council Member Hunter 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:Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina and Council Member Roy 7 - Absent:Council Member Smith1 - Abstained:0 27.First Reading Ordinance - Amending FY19 TIF #3 Operating Budget Ordinance appropriating $2,072,500 from the unreserved balance of the Page 12City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes Downtown TIF #3 fund for approved incentive agreements; and amending the budget. Mayor McComb referred to Item 27. Business Liaison Arlene Medrano stated that the purpose of this item is to appropriate $2,072,500 from the unreserved fund balance of the Tax Increment Reinvestment Zone #3 (TIRZ #3) to fund previously approved incentive agreement commitments. 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 Garza. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina and Council Member Roy 7 - Absent:Council Member Smith1 - Abstained:0 FUTURE AGENDA ITEMS: (ITEMS 28 - 32)P. Mayor McComb referred to Future Agenda Items. Interim City Manager Keith Selman stated that staff did not have any planned presentations. Council members requested information on Items 30 and 32. 28.Professional Services Contract Amendment No. 1 for O.N. Stevens Water Treatment Plant On-Site Hypochlorite Generation (Requires 2/3 Vote) Motion to authorize execution of Amendment No. 1 to a professional services contract with Hazen and Sawyer in the amount of $914,100 for a total restated fee of $963,600 for the O.N. Stevens Water Treatment Plant (ONSWTP) On-Site Hypochlorite Generation. This Motion was recommended to the consent agenda. 29.Construction Contract for the Nueces River Raw Water Pump Station project (Capital Improvement Program) (Requires 2/3 Vote) Motion authorizing a construction contract with CSA Construction, Inc., of Houston, Texas in the amount of $12,950,000 for the Nueces River Raw Water Pump Station project for Total Base Bid plus Additive/Deductive Alternates No. 1 and No. 2. This Motion was recommended to the consent agenda. 30.Supply Agreement Amendment for meter transmission units (MTUs) (Requires 2/3 Vote) Motion authorizing an amendment to supply agreement No. 1053 to allow Page 13City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes a 25% contract increase for purchase of meter transmission units (MTUs) with Aclara Technologies, LLC of St. Louis, Missouri, for a not to exceed amount of $539,840 for revised contract total not to exceed of $2,699,200. This Motion was recommended to the consent agenda. 31.Purchase of a Fuel Tanker Truck for Asset Management (Requires 2/3 Vote) Motion authorizing the purchase of one 4,000-gallon Fuel Tanker Truck from Houston Freightliner, Inc. of Houston, Texas via Houston-Galveston Area Council Cooperative for a total amount not to exceed $153,302. This Motion was recommended to the consent agenda. 32.Service Agreement Amendment for AristotleInsight License Renewal (Requires 2/3 Vote) Motion authorizing an amendment to service agreement for AristotleInsight agent license three-year renewal for Information Technology with Sergeant Laboratories, Inc of Onalaska, Wisconsin for an amount not to exceed $61,731.24, and a revised value of the Agreement not to exceed $95,704.19. This Motion was recommended to the consent agenda. EXECUTIVE SESSION: (ITEM 34)R. Mayor McComb referred to the day's executive session. The Council went into executive session at 12:44 p.m. The Council returned from executive session at 1:30 p.m. 34.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 actual or potential litigation, settlements, or demands related to actual or potential contamination of the City’s water distribution system, state and federal statutes governing the City’s water distribution system, and regulations of the TCEQ and EPA related to the City’s water distribution system. This E-Session Item was discussed in executive session. RECESS FOR LUNCHL. The recess for lunch was held during executive session. IDENTIFY COUNCIL FUTURE AGENDA ITEMSS. Mayor McComb referred to Future Agenda Items. The following items were Page 14City of Corpus Christi Printed on 1/4/2019 December 11, 2018City Council Meeting Minutes identified: an update regarding the desalination contract with Freese and Nichols and an update on the Bond 2018 projects. ADJOURNMENTT. The meeting was adjourned at 1:33 p.m. Page 15City of Corpus Christi Printed on 1/4/2019 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes Special City Council Meeting 10:00 AM Council ChambersMonday, December 31, 2018 Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 10:00 a.m. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.B. 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. Council Member Hunter arrived at 10:01 a.m. Mayor Joe McComb, Council Member Rudy Garza, Council Member Michael Hunter, Council Member Debbie Lindsey-Opel, Council Member Ben Molina, Council Member Everett Roy, and Council Member Greg Smith Present 7 - Council Member Paulette GuajardoAbsent1 - SPECIAL CONSIDERATION ITEM:C. 1.Canvassing the Votes of the December 18, 2018 Runoff Election Ordinance canvassing returns and declaring the results of the Runoff Election held on December 18, 2018 in the City of Corpus Christi for the purpose of electing the Mayor and Council Members, Districts One, Two, Three, and Five; making appropriate findings; and declaring an emergency. Mayor McComb referred to Item 1. Council Member Lindsey-Opel made a motion to approve the ordinance, seconded by Council Member Smith. This ordinance was passed on emergency and approved with the following vote: Aye:Mayor McComb, Council Member Garza, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy, and Council Member Smith 7 - Page 1City of Corpus Christi Printed on 1/3/2019 December 31, 2018Special City Council Meeting Meeting Minutes Absent:Council Member Guajardo1 - Abstained:0 Enactment No: 031640 ADJOURNMENTD. The meeting was adjourned at 10:07 a.m. Page 2City of Corpus Christi Printed on 1/3/2019 Project No: E10144 1 AB/CJ Legistar No.: 18-1479 Rev. 0 – 10/23/18 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 11, 2018 Action Item for the City Council Meeting of January 8, 2019 DATE:November 15, 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, Executive Director of Water Utilities dang@cctexas.com (361) 826-1718 CAPTION: Motion to authorize execution of Amendment No. 1 to a professional services contract with Hazen and Sawyer in the amount of $914,100 for a total restated fee of $963,600 for O.N. Stevens Water Treatment Plant (ONSWTP) On-Site Hypochlorite Generation. PURPOSE: This contract provides for preliminary design services to convert primary water disinfectant from chlorine gas to sodium hypochlorite. BACKGROUND AND FINDINGS: ONSWTP currently uses a chlorine gas system for disinfection with plans to convert to an on-site sodium hypochlorite generation (OSG) and feed system. The existing chlorine gas system requires two (2) 90-ton liquid chlorine railcars, chlorine gas measurement building, five (5) 1-ton liquid chlorine cylinders, and chlorine gas injection equipment. The chlorine gas system also creates a serious challenge to safely manage up to 180 tons of liquid chlorine. Per EPA requirements, the ONSWTP maintains and regularly updates a Risk Management plan. Many of the major components of the existing chlorine gas disinfection system are now approaching the end of their useful service life. Professional Services Contract ONSWTP On-Site Hypochlorite Generation (Capital Improvement Program) Project No: E10144 2 AB/CJ Legistar No.: 18-1479 Rev. 0 – 10/23/18 To meet future demands for water supply and treatment and to address safety concerns, the City considered three disinfection alternatives under a separate, independent project. The findings and final recommendation were presented to City Council in Executive Session on March 20, 2018. The City Council directed Utilities to proceed with the proposed conversion to sodium hypochlorite. This project will convert existing chlorine gas system to OSG system. The new OSG will be state of the art technology to increase system reliability while reducing operational cost and potential safety concerns. The OSG produces sodium hypochlorite (common household bleach) by passing electric current through a brine solution made of salt and water. This contract provides for preliminary design phase services for a new OSG system at the ONSWTP. Engineer will perform the following tasks: •Perform site survey and subsurface utility investigation •Prepare scope and requirements for geotechnical investigation •Conduct numerous site visits, perform field investigations, and meet with Plant staff to assess impact on existing facility process areas •Develop preliminary process schematics, site and facility layout plans with general architecture features, preliminary instrumentation schematics and control strategies •Perform calculations to determine unit quantities, sizing, and additional design criteria •Identify construction sequencing and disinfection system transition sequencing •Conduct monthly project status and coordination meetings, risk management workshops, and coordinate with TCEQ •Develop hypochlorite generation system vendor selection criteria, prepare qualification documents, and conduct site visits to enable integration of OSG system design with specific hypochlorite generators. A subsequent professional services contract amendment for the complete design and engineering for the preparation of construction documents will be presented to City Council for approval after completion of preliminary phase in approximately 10 months. Hazen and Sawyer was selected for this project under the RFQ 2016-06. ALTERNATIVES: 1.Authorize execution of Amendment No. 1. (Recommended) 2.Do not authorize execution of Amendment No. 1. (Not Recommended) OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Complies with statutory requirements for professional services contracts. Conforms to FY 2019 Capital Improvement Planning (CIP) Budget. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Water Utilities Project No: E10144 3 AB/CJ Legistar No.: 18-1479 Rev. 0 – 10/23/18 FINANCIAL IMPACT: □Operating □ Revenue X Capital □ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 106,300 2,500,000 30,000,000 32,606,300 Encumbered / Expended Amount 106,300 106,300 This item 914,100 0 914,100 Future Anticipated Expenditures This Project 1,585,900 28,575 1,614,475 BALANCE 0 0 29,971,425 29,971,425 Fund(s): CIP Funds RECOMMENDATION: City staff recommends approval of Amendment No. 1 with Hazen and Sawyer. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Amendment No. 1 (Capital Improvement Program) PROJECT FUNDS AVAILABLE: Water CIP 32,606,300 TOTAL FUNDS AVAILABLE…………………………………………………………………………………………………..32,606,300 FUNDS REQUIRED: Construction Fees:…………………….…………………………………………………………………………………….TBD Construction (TBD) ……………………………………………………………………………..TBD Contingency (10%)……………...……………………………………………………………………………………………………………………….TBD Construction Inspection and Testing Fees:………………………………….……………………………………………………TBD Construction Inspection (Est)…………………………………………..……………………………………………TBD Testing Services (Est)…...………………..……………………………………………………………………………….TBD Design and Geotechnical Fees:…………………………………………………………………………………………..963,600 Preliminary Engineering (Hazen and Sawyer)….…………………………………………………………………………………………………….49,500 Preliminary Engineering (Hazen and Sawyer) Amd No. 1 (THIS ITEM)….…………………………………………………………………………………………………….914,100 Reimbursements:…………………………………………………………………………………………………………...…………..1,635,315 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget)……………………………………………………………………………….652,126 Engineering Services (Project Mgt)………………………………………………………………………………..978,189 Misc. (Printing, Advertising, etc.)………………………………………………………………………………………………………..5,000 TOTAL………………………………………………………………………………………………………………………………………2,598,915 ESTIMATED PROJECT BUDGET BALANCE…………………………………………………………………………………………30,007,385 ONSWTP On-Site Hypochlorite Generation PROJECT BUDGET ESTIMATE 37 37 77 181 37 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PROJECT LOCATION ONSWTP On-Site Hypochlorite Generation Project Number: E10144LOCATION MAP NOT TO SCALE CITY OF CORPUS CHRISTI Amendment No. 1 to the CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT (No./Name) E10144 - O.N. STEVENS WTP ON-SITE HYPOCHLORITE GENERATION (A.K.A. CHLORINE STORAGE AND HANDLING FACILITIES 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 Hazen and Sawyer, a New York corporation with a Corpus Christi office, 5626 S. Staples Street, 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 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 necessaryfor 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 Aand A 1It 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 $914,100.00 for a total restated fee of $963,600.00. 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 in compliance with the Texas Prompt Payment Act. 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 BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of y rs bcginning on the Effcctivc Datc. The Agrccmcnt may be renewed for up to one year renewal options upon mutual agreement of the parties to be evidenced in writing • approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional 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 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 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 maybe 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) (2) (3) Summary of facts with supporting documentation; Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; Calculation of non -value added work costs incurred by the City; and Contract for Professional Services Page 7 of 11 (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 of or related to this Agreement through discussions directly between those senior management Contract for Professional Services Page 8 of 11 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. 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. Contract for Professional Services Page 9 of 11 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.eth ics.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 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. 13.15 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. CITY OF CORPUS CHRISTI HAZEN AND SAWYER Jeff H. Edmonds, P.E. Date Chamindra Dassanayake, Ph.D., P.E. Date Director of Engineering Services Vice President and Southwest Regional Manager 8350 N. Central Expressway, Suite 775 Dallas, Texas 75206 (214) 382-5750 Office CDassanayake@hazenandsawyer.com MSantos©hazenandsawyer.com APPROVED Assistant City Attorney Date ATTEST City Secretary Date Fund Name Accounting Unit Account No. Activity No. Amount Water 2019 Rev Bd 4098-041 550950 E10144 -01 -4098 -EXP $914,100.00 Total $914,100.00 Contract for Professional Services Page 11 of 11 IfteArmiorimmi City of Corpus Christi EXHIBIT A SCOPE OF WORK Hazen TBPE Firm No. F-13618 CITY OF CORPUS CHRISTI 0. N. Stevens Water Treatment Plant Chlorine Storage and Handling Facilities Improvements CITY PROJECT NO. E10144 PROJECT DESCRIPTION: The City owns and operates the O.N. Stevens Water Treatment Plant (ONSWTP) that currently uses an aging chlorine gas system, originally installed in 1981, for disinfection. The chlorine gas system includes the 90 -ton railcar storage area, gas measurement building, 1 -ton container storage area, feed to chlorine dioxide generation system, and eight (8) existing injection locations. Due to redundancy and safety concerns and anticipated future regulatory challenges associated with the use of chlorine gas, the City of Corpus Christi (City) is upgrading their disinfection system from chlorine gas to an on-site sodium hypochlorite generation (OSG) and feed system. The purpose of this project is to design a new OSG system to replace the existing aging chlorine gas system. Under this contract, Hazen and Sawyer (ENGINEER) will be responsible for preliminary design of the following upgrades. • Site preparation • New OSG facility • New brine storage and containment facilities • New sodium hypochlorite bulk storage and containment and pumping facilities • New yard piping • New power control room (PCR) facility • New chlorine dioxide system facility and sodium chlorite storage and containment facilities • New acid system storage and containment facilities (TBD) • Demolition of the existing chlorine gas system This Contract includes Task 1: Preliminary Design Services for Project No. E10144. City Project No. E10144 Exhibit "A" Page 1 of 12 EXHIBIT A Page 1 of 12 SCOPE OF SERVICES A. Basic Services 1. Preliminary Design Services 1.01 Project Progress Meetings, Reporting, and Management ENGINEER will coordinate the kick-off meeting and regular progress meetings. These meetings shall be used to coordinate ongoing issues, discuss project status and obtain input from the City. ENGINEER will prepare meeting agendas three (3) days prior to each meeting and shall prepare draft meeting minutes one week after each meeting and will finalize and distribute meeting minutes after review by the City's staff. The ENGINEER will prepare progress reports to support monthly invoicing. Scope Item Assumptions: • Meetings will be held at the Corpus Christi Utilities building or ONSWTP. • Utilities and Engineering Services Staff will attend progress meetings. • ENGINEER's staff working on the project remotely will dial in by phone as necessary Meetings: • One (1) two-hour kickoff meeting • One-hour monthly progress meeting with City staff Deliverables: • Meeting agenda, sign -in sheet, and meeting minutes • Project progress reporting and invoicing 1.02 Project Coordination ENGINEER will coordinate the work of all subconsultants, including the leading of meetings with subconsultants to coordinate completion of work and adherence to schedules. The ENGINEER will coordinate with the City staff for data requests and operations questions. The ENGINEER will coordinate with Engineering Services regarding historical document and drawings requests. The ENGINEER will coordinate with other on-going projects at ONSWTP that have overlapping project drivers. The ENGINEER will provide the definition of project documentation and deliverables prior to the kick-off meeting, and the City and the ENGINEER will come to consensus on the level of detail for each submittal during the kick-off meeting. The ENGINEER will ensure project submittals are in accordance with the agreed upon deliverable level of detail. This effort will include: City Project No. E10144 Exhibit "A" Page 2 of 12 EXHIBIT A Page 2 of 12 • The ENGINEER will provide monthly progress reports and one-month look -ahead summaries with invoices. • The ENGINEER will develop and maintain an Action Items and Decisions Log. • The ENGINEER will develop and maintain a Risk Register. • The ENGINEER will develop and maintain a Submittals Tracking Log. Scope Item Assumptions: • The City staff will provide historical documents, drawings, utility maps, and data as available. • The City staff will participate in coordination meetings with multiple on-going projects at ONSWTP. Meetings: • Six (6) one-hour monthly coordination meetings to coordinate alignment with other on-going projects at ONSWTP. • Two (2) two-hour focused risk workshops as part of two monthly progress meetings. Deliverables: • Meeting agenda, sign -in sheet, and meeting minutes • Risk register • Action Items and Decisions Log • Submittals Tracking Log 1.03 Detailed Project Schedule and Updates ENGINEER will prepare a project schedule that summarizes all of the major tasks of the project and the critical path of the project. ENGINEER will provide the updated project schedule as needed if schedule changes. Scope Item Assumptions: • The City staff will provide feedback on project schedule. Meetings: Included under Subtask 1.01 Project Progress Meetings and Minutes. Deliverables: • One (1) project schedule at the kickoff meeting • Updated project schedule as needed if schedule changes City Project No. E10144 Exhibit "A" Page 3 of 12 EXHIBIT A Page 3 of 12 1.04 Site Survey, Coordination and Subsurface Utility Engineering (Level A) ENGINEER will review historical drawings and perform additional surveying activities to obtain field data needed for design. The ENGINEER will also identify aboveground and underground utilities to identify easements and conflicts. Subsurface Utility Engineering (SUE) services are divided into four (4) levels (Level A through Level D). Level A Services involve physically locating the utility by different geophysical methods. ENGINEER will provide Level A SUE services. Once ENGINEER locates the utility, ENGINEER will note its coordinates by survey measurements. The purpose of performing Level A SUE services for the ONSWTP Chlorine Improvements project is to ensure no conflicts occur between the proposed construction and existing utilities at the ONSWTP. ENGINEER will coordinate the field surveying to help locate subsurface utilities using geophysical methods in the proposed construction area. ENGINEER will record the vertical and horizontal location, size, pipe material and configuration of the utility line. ENGINEER will transfer the data obtained from the field to update utility base maps and project design plans. ENGINEER will also coordinate with the City regarding potential utility crossings and conflicts. Subsurface Utility Location and Data Recording • Coordinate with Texas 811 and City to determine the approximate location of underground utilities to be exposed. • Utilize Hydro Vac Methods to expose underground utilities and survey to record exact horizontal and vertical location. Once the survey work is complete, each SUE test hole will be backfilled. • Collect and record field data. Subsurface Utility Data Review and Coordination • Review SUE field data obtained during on-site survey and utility location • Update base maps and project construction plans with • Coordinate with City during field survey and data management. Assumptions • SUE work is limited to a maximum of 3 days of field work at 8 hours per day. If additional field work is anticipated, a supplemental contract will be requested from the City. • The City will provide the following: o Staging area for equipment on site (Hydro Vac Unit(s), backfill trailer) o Area for disposal of sludge waste (from Hydro Excavation) o Area for excavated material to be left on site o Access to on site water source equivalent to a fire hydrant o Backfill material (for unpaved surfaces) o Survey control points with a description of location and type of control point City Project No. E10144 Exhibit "A" Page 4 of 12 EXHIBIT A Page 4 of 12 • The SUE level of effort is based on 10 locates or greater involving trenching and hydro excavating to a depth of 10 feet. • Hydro Vac method will be utilized for locating subsurface utilities. The potholes will be temporarily barricaded. Once the work is complete, the crew will backfill the utility potholes. • In the event that work cannot be performed or is limited by inaccessibility due to weather, City to provide means of accessibility (i.e. rig mats) • Exclusions: o Identifying exact point of underground utility intersection and/or elbows and turns (this service can be performed at an additional cost if requested by City). o Transfer of material directly into containers such as vacuum boxes or related containers. o Backfill limited to native material or sand. Meetings: Included under Subtask 1.01 Project Progress Meetings and Minutes. Deliverables: ENGINEER will provide the City with a report containing data obtained from field survey along with exhibits showing subsurface utilities located in the field. 1.05 Review Existing Geotechnical Investigation Findings ENGINEER will define scope and requirements for the geotechnical investigation, review, and approve proposal from the geotech firm. ENGINEER will review existing geotechnical investigation information. As needed, the Engineering will assist the City in identifying the scope of additional geotechnical evaluations to be performed by a Geotechnical firm under a separate contract. Scope Item Assumptions: • Effort does not account for ENGINEER to perform geotechnical investigation. • Geotech firm selected by the City will perform geotechnical investigation. • City will provide geotechnical investigation report to ENGINEER. Meetings: • One (1) two-hour on-site walk through with City staff Deliverables: City Project No. E10144 Exhibit "A" Page 5 of 12 EXHIBIT A Page 5 of 12 • Bore Location Map (if requested) 1.06 Preliminary Design ENGINEER will further develop the preliminary basis of design to 30% level of design development of the OSG system detailed in the "O.N. Stevens Water Treatment Plant Chlorine Storage and Handling Facilities Improvements E10144 Design Basis Memorandum", refining the site layouts, and operating parameters. Design documents and list of specifications will be prepared and submitted to the City with certain disciplines advanced beyond others, but overall 30% completion. ENGINEER will prepare preliminary process, mechanical, structural, architectural, electrical, and instrumentation and control drawings and present them in a preliminary engineering report. The Preliminary Engineering Report will include the following: • Description of the final process, modifications to existing facilities, and the major equipment functions. Unit sizing, unit quantities, and redundancy will be addressed. The unit and equipment sizing will be based on design criteria presented in the Basis of Design Memorandum • Process flow diagrams (PFD) and description of proposed chemical facilities • General facility arrangement layout drawings. These drawings will present area requirements for process equipment, tanks, and support areas. • General site plan presenting the arrangement of the new facilities on the site. • Description of construction for the structures that will house the new equipment. General architectural features of the facility facade and materials will be outlined. Sketches presenting the facility elevations will also be included. • Construction sequencing and connections to existing facilities will be established. • Design criteria for heating and ventilating for all facility areas. • Description of proposed fire protection systems for all facility areas. • Overall process control strategy. • Preliminary instrumentation block diagram drawing presenting the general instrumentation system architecture and philosophy for automatic and manual controls. • Description of the interface between the existing instrumentation system and the proposed facilities, along with upgrades to the existing SCADA. • Estimate of construction costs AACE Class 5 cost estimate. • Schedule for permitting, final design, bidding and award, construction, and start- up. • Risk Management Plan Scope Item Assumptions: • The City staff will provide feedback to the ENGINEER on the Preliminary Engineering Report and 30% design plans and specifications City Project No. E10144 Exhibit "A" Page 6 of 12 EXHIBIT A Page 6 of 12 • After the City has reviewed and approved, development of a pre -selection package will be prepared for the OSG equipment. Meetings: • One (1) two-hour meeting to review and confirm design assumptions in Preliminary Engineering Report • One (1) two-hour meeting to discuss final comments and proceed with development of a pre -selection package for OSG equipment Deliverables: • Preliminary Engineering Report (PER) and 30% design drawings (PDF and four hard copies) and list of specifications (PDF and four hard copies). • Opinion of probable construction costs (one submitted with Draft PER and one submitted with Final PER) • Project schedule • Comment log with responses to City comments 1.07 QA / QC ENGINEER will document internal Quality Assurance and Quality Control review comments on the preliminary design layout drawings and specifications and Preliminary Engineering Report. ENGINEER will address internal Quality Assurance and Quality Control review comments. Scope Item Assumptions: • The ENGINEER will provide a Quality Assurance and Quality Control review of Preliminary Engineering Report in accordance with Hazen QA/QC standards. Meetings: N/A Deliverables: • QA/QC Plan 1.08 Preliminary Design Submittal Workshop ENGINEER will lead Preliminary Design Submittal Workshop to discuss the Preliminary Engineering Report. ENGINEER will display on large screen the Preliminary Engineering Report document and to go through it with City staff during the Design Submittal Workshop. ENGINEER will incorporate comments from the City into the final Preliminary Engineering Report, as detailed in 1.06 Preliminary Design. ENGINEER will prepare City Project No. E10144 Exhibit "A" Page 7 of 12 EXHIBIT A Page 7 of 12 meeting agendas three (3) days prior to each meeting and shall prepare draft meeting minutes one week after each meeting, and will finalize and distribute meeting minutes after review by the City's staff. Scope Item Assumptions: • The City staff will provide comments to the ENGINEER on the Preliminary Engineering Report. • The City staff will attend the Preliminary Design Submittal Workshop Meetings: • One (1) four-hour Preliminary Design Submittal Workshop Deliverables: • Meeting agenda, sign -in sheet, and meeting minutes 1.09 Design Coordination with TCEQ ENGINEER will conference call with TCEQ to answer design- related questions. Scope Item Assumptions: • City staff will coordinate with TCEQ Meetings: • Two (2) one-hour conference calls with TCEQ to answer design- related questions. Deliverables: N/A 1.10 Vendor Pre -selection The ENGINEER will work with the City to determine the viable pre -selection options for the OSG manufacturer/equipment. The ENGINEER will utilize ENGINEER's previous experience in preparation of the Vendor Pre -Selection Package. The ENGINEER shall develop a Microsoft PowerPoint presentation and lead a workshop with the City to review and pre -select the most appropriate options for OSG manufacturer/equipment. The ENGINEER's presentation will outline the advantages and disadvantages of each option. With input from City staff, a protocol for pre -selection of the OSG manufacturer/equipment shall be developed. The ENGINEER will assist the City in the vendor qualification evaluation services and best value package selection. City Project No. E10144 Exhibit "A" Page 8 of 12 EXHIBIT A Page 8 of 12 Once the method is selected, the ENGINEER will perform the following: • Develop a proposal package (30% design) for the OSG vendor pre -selection with performance specifications. • Coordinate and accompany City staff to prospective vendors' manufacturing facilities or to WTPs with existing installations. • Attend a Pre -proposal Meeting • Respond to Manufacturer Inquiries • Issue Addenda, (Assume up to three (3) addenda) • Attend proposal opening meeting • Review proposals and references for completeness, balance of proposal items, and responsiveness and shall prepare a tabulation of proposal prices • Recommend pre -selection award, based on the criteria established in the proposal package. Scope Item Assumptions: • City staff will provide input on the viable pre -selection options for the OSG manufacturer/equipment. • One specific vendor and style of OSG skid will be selected and carried through into the Detailed Design Phase. • The City will designate an individual to have responsibility, authority and control for coordinating activities for the pre -selection award. • The City will provide the City's updated standard specifications, standard detail sheets, standard and special provisions and forms for required proposal documents. • The City will arrange and pay for printing of all documents and addenda to be distributed to prospective proposers. • The City will advertise the project for proposals, maintain the list of prospective proposers, receive and process deposits for all proposal documents, issue (with assistance of ENGINEER) any addenda, prepare and supply proposal tabulation forms, and conduct proposal opening. • This Scope of Services does not include time for the ENGINEER to assist the City in the event of proposal protests Meetings: • One (1) one-hour workshop to structure pre -selection process - as part of a monthly progress meeting. • One (1) one-hour workshop with City Staff to firm up selection criteria with City Staff • Two (2) full day site -visits to view installations from various manufacturers. • One (1) two-hour Pre -proposal Meeting • One (1) two-hour proposal opening meeting • Two (2) two-hour meetings to discuss proposals with the City City Project No. E10144 Exhibit "A" Page 9 of 12 EXHIBIT A Page 9 of 12 Deliverables: • MS PowerPoint Presentation for selection workshop • Proposal Documents and Addenda • Agenda and meeting minutes for pre -proposal conference • Proposal Review Form and recommendation for selection award 1.11 Additional Permitting and Engineering Support Additional engineering support to cover permitting and TCEQ coordination, corrosion assessment, subsurface utility engineering, and treatment process optimization. ENGINEER is to obtain written approval from the City before incurring expense for this task. SCHEDULE The following figure summarizes the planned project schedule. Task 1: Preliminary Design Services is expected to start mid-December 2018 and proceed until mid-October 2019. The following proposed schedule is provided to delineate the critical path tasks. City Project No. E10144 Exhibit "A" Page 10 of 12 EXHIBIT A Page 10 of 12 ir♦AprIvta\iJunIJul u SeblOctI Task Inactive Summary External Tasks Split - Manual Task I 1 External Milestone • Milestone ♦ Duration -only Deadline • Summary ll Manual Summary Rollup Critical Project Summary u _ Manual Summary ll Critical Split Inactive Task Start -only C Progress Inactive Milestone Finish -only ] Manual Progress Page 1 1 ' I. • Notice To Proceed 1 day Mon 12/17/1 Mon 12/17/18 1.0 Preliminary Design Services 208 days Tue 12/18/1E Wed 10/9/19 1.01 Project Progress Meetings and Minutes 120 days Tue 12/18/1FThu 6/6/19 1 1.02 Project Coordination 120 days Tue 12/18/1FThu 6/6/19 1 1.03 Project Schedule and Updates 120 days Tue 12/18/1FThu 6/6/19 1 1.04 Site Survey, Coordination and SUE 60 days Thu 2/21/19 Wed 5/15/19 1FS+45 days 1.05 Review Existing Geotechnical Investigation Findings 15 days Thu 2/21/19 Wed 3/13/19 1FS+45 days 1.06 Preliminary Design 117 days Tue 12/18/1E Mon 6/3/19 Conceptual basis of design 60 days Tue 12/18/1E Wed 3/13/19 1 30% Drawings and Specifications 90 days Tue 12/18/1E Wed 4/24/19 1 Conceptual construction schedule development 15 days Thu 3/14/19 Wed 4/3/19 9 Opinion of probable cost 15 days Thu 3/14/19 Wed 4/3/19 9 Draft Preliminary Engineering Report 75 days Tue 12/18/1E Wed 4/3/19 1 City Review 10 days Mon 5/20/19 Mon 6/3/19 15 Final Preliminary Engineering Report 10 days Mon 5/6/19 Fri 5/17/19 16 1.07 QA/QC 7 days Thu 4/25/19 Fri 5/3/19 10,13,9 1.08 Preliminary Design Submittal Workshop 1 day Tue 6/4/19 Tue 6/4/19 14 1.09 Desian Coordination with TCEO 1.)n nave o 17/1R/1A/A/10 1 Project: E10144 OSG Chlorine S Date: Fri 10/26/18 0 N m v OD Cil 1- 1- � m LII x- N. w al EXHIBIT A Page 11 of 12 FEE Services will be provided on a Lump Sum basis for a total not -to -exceed contract amount of $914,100. Invoices will be submitted to the City on a monthly basis as a percentage complete based on project progress. Invoices will be provided with a cover letter summarizing the actions and meetings performed during the invoice period. If you have any questions or if you would like to discuss in more detail, please feel free to call me at 469-250-3781. Sincerely, Hazen and Sawyer TBPE Firm No. F-13618 Chamindra Dassanayake, Ph.D., P.E. Vice President Southwest Regional Manager Marc Santos, P.E. Associate City Project No. E10144 Exhibit "A" Page 12 of 12 EXHIBIT A Page 12 of 12 O E Q) O Et E Q m E E (0 >, co co fl U c 0 U W COMPLETE PROJECT NAME Revised 02/01/17 X Ln X Xr z z V d .V O > a_ Invoice Date 01/01/2017 f4 O H w 0 0 ca) m .� O c > U c N 0 Z 0 Z E 0 O U Basic Services: 0 0 0 0 0 25.0%I 0 0 TBDI TBDI TBDI 10.5% 0 10.5%I 23.1% O O O O co O O O co O O O O O $0.00 O O O O O LC) O O CO O O 00 ft O Cr) N- 0 E9 E9 0 0 EA 0 69 00000 0 0 O O O O O O O O O TBD TBD TBD $4,247.00 O 0 0 0 O O O O O O O O O O O O O O O O O O 0 09 O O 0 00 © f. N- E!? O f- O� O� N- (D f• --N 0) M Lf) 000009 $1,000.00 L() 4. 0 TBD 69- TBD 09 E9 $1,120.00 09- 09 E9 0 09 09 09 O O O r 09 O O LL) r 09 O O O O O O LC) N Ef} O 0 (C) H? O 0 O 0 TBDI TBDI TBDI 100.000$ O O LC) N 09 100.000$ O O © M Ef} O O O O $0.00 O O $0.00 O TBD TBD TBD $0.00 O $0.00 O O O O O O O O O O O 00 ft O 09 0 E9 0 E9 E9 0 0 EA 0 69 00000 0 ti o O O O TBD TBD TBD O O O O O O O O O O O O O O O O 0 0 0 0 09 0 o 0 O 0 09 0 E9 0 O 0 00 0 O 0 O69- r 69 o r 09 r 09 E9 EA 69 0 0 o O r EA 0 0 o O M EA 0 0 0 ti te 0 0 o Ln M EA 0 0 o N 00 EA 0 0 o 0 N EA 0 0 o r r EA 0 0 ti 01 CO r EA TBD TBD TBD $4,747.001 $8,250.00 $4,747.00 0 0 00) N r EA O O O O O 0 0 0 TBD TBD TBD O O O O O O O O O O O O O O O O 0 0 0 0 0 0 0 ti o r` 69- 69- LC) O LC) EA 09- N N LC) N r - N O N CD(D N C0 00 r r EA r 09 r 69 r 09 r 09 N 69 000009 $1,000.00 O $1,120.00 O TBD TBD TBD O O $1,120.00 O 0 0 0 0 O O o O O Ef} O Ef} Ef} Ef} Ef} N O N 0r r 09- r 09 0 r ua r N to 0o o O 00.005$ $2,500.00 o O 0 o TBD TBD TBD O o $2,000.00 0 0 0 0 tn 0 0 0 OO r N O (0 O N O N O C0 O Ef} Ef} 09 09 69 09 09 Preliminary Phase Design Phase a) L 0 Construction Phase Subtotal Basic Services Additional Services: 0) m 0 Warranty Phase O 0 a) 0 c Platting Survey 0 & M Manuals O U U) Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees Q) Exhibit B Page 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SHEET Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPALS: The Consultant must provide documentation with each payment request that clearly indicates how a Principal's time is allocated and the justification for that allocation. PRINCIPAL(S): HOURLY RATE TX REGISTRATION #: ($/hr) Project Consultant: CAD Technician: Clerical: Other — specify: SUBCONSULTANT(S): (firm) Principal(s): Project Consultant: CAD Technician: Clerical Other — specify: Add additional subconsultants as needed. Exhibit B-1 Confidential Rate Sheet Page 1 of 1 EXHIBIT C Insurance Requirements Pre -Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 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 1 Rev 04/17 Exhibit C Page 1 of 2 from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder; 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2 Rev 04/17 Exhibit C Page 2 of 2 rr�rr� City of Corpus Christi SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: P. O. BOX: STREET ADDRESS: FIRM IS: 1. Corporation 4. Association CITY: ZIP: 2. Partnership 5. Other 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Depai huent (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 C:•:r:.-Jus Chr t Engineering O. N. Stevens Water Treatment Plant On -Site Hypochlorite Generation Council Presentation December 11, 2018 Project Location Corpus Chir sti Engineering ONSWTP On -Site Hypochlorite Generation L_u 2 Project Vicinity Corpus Chir sti Engineering Project Location Corpus Carr. sti Engineering .`.. • ii+/�"'9�- ilf! - - 4 Existing System Corpus Chr•sti Engineering 90 -Ton Railcar Evaporator Vacuum Regulator Chlorinator Plant Finished Water Booster Pump chror�� eso/G4o,7 Process 5 Proposed System Corpus Carr. sti Engineering Salt Storage Brine Solution Tank Solar Salt Delivery Water Softener Brine Metering Pump Sodium Hypochlorite Generator Plant Finished Water Acid Cleaning System Dilution Panel 12.5% Sodium Hypochlorite Delivery Water Softener 120 Vac, 1 Phase Power Backup Power Diesel Driven Generator 0.8% Sodium Hypochlorite Storage Tank Hydrogen Gas Blower Control Panel 480 Vac, Metering 3 Phase Power Pumps from FPL Edi Process 6 Proposed System Corpus air sti Engineering Electrolytic Cell Electrical Equipment Control System Process Comparison Corpus Chir sti Engineering Existing Chlorine Gas System: • Chlorine received in 90 -ton railcars • Chlorine is highly corrosive and a toxic inhalation hazard • Major upgrades, such as a wet scrubber, are required to enhance system safety On -Site Hypochlorite Generation (OSG) System: • Inputs are salt and electricity • Dilute bleach solution generated on site • Greatly reduces amount of hazardous material at O.N. Stevens • Lower on-site safety risks Project Scope Corpus Chir sti Engineering Provides for preliminary design phase services for a new On -Site Hypochlorite Generation (OSG) system at the ONSWTP as summarized below: • Site survey and subsurface utility investigation • Scope requirements for geotechnical investigation • Determine unit quantities, sizing, and design criteria • Identify construction sequencing and disinfection system transition sequencing • Develop vendor selection criteria Project Schedule Corpus Chir sti Engineering 2019 Feb Mar Apr May Jun Jul Aug Sep Oct Nov Preliminary Design Preliminary Design Estimate: 300 Calendar Days 10 months Projected Schedule reflects City Council award in January 2019 with anticipated completion by November 2019 Corpus Chir sti Engineering Questions? 11 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 11, 2018 Action Item for the City Council Meeting of January 8, 2019 DATE: TO: November 15, 2018 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, P. E., Executive Director of Water Utilities DanG@cctexas.com (361) 826-1701 Construction Contract Nueces River Raw Water Pump Station Improvements (Capital Improvement Program) CAPTION: Motion authorizing a construction contract with CSA Construction, Inc., of Houston, Texas in the amount of $12,950,000 for the Nueces River Raw Water Pump Station project for Total Base Bid plus Additive/Deductive Alternates No. 1 and No. 2. PURPOSE: This project delivers major rehabilitation and upgrades to the Nueces River Raw Water Pump Station (Pump Station) to improve pumping capacity and reliability of the pump station. BACKGROUND AND FINDINGS: The Pump Station conveys raw water from Nueces River to O.N. Stevens Water Treatment Plant (ONSWTP) through dual, 54 -inch Nueces River Raw Water Pump Station transmission lines. The Pump Station is comprised of Pump Building No. 1 that was constructed in 1954 and Pump Building No. 2 constructed in 1981. Each building includes 4 large pump and motor assemblies with associated valves, piping, electrical, controls and miscellaneous equipment. Peak capacity of the current Pump Station and serviceable pumps is 103 million gallons daily (MGD). Current peak demand for treated water from ONSWTP is 111.7 MGD. Due to age and deterioration, 2 pumps in Building No. 1 have been removed from service. All 4 pumps in Building No. 2 are still in service. Project No: E11068 (Page 1) AB/CJ Legistar No.: 18-1485 Rev. 0 —10/18/2018 To meet peak demands and reliability for treated water, this project upgrades the Pump Station to increase firm capacity to 130 MGD with future expansion to 160 MGD. A separate project is planned next year to construct a third, parallel 54 -inch water transmission line. This project was developed with a Base Bid and Additive/Deductive Alternates No.1 and No.2. as follows: BASE BID: Reconfigure and refurbish Pump Building No. 1 & 2 structures, pumps, motors, controls, electrical/mechanical systems, and miscellaneous equipment. A summary is provided below: Pump Building 1: • Removal and replacement of existing siding and roof panels • Hydraulic improvements to concrete intake structure • New piping, valves, instrumentation, and bridge crane, pump motor, and additional new Pump #1 with cast-iron bowl and bronze impeller Pump Building 2: • Replacement of electrical gear, motor, motor drives, and instrumentation Electrical Building and Site Work: • Demolition of existing, deteriorated building • New concrete slab, electrical building, electrical gear, motor and feeder protection relays • Underground duct banks to Building 1 and 2 • New diesel generator and fuel tank • Automated access gate and new asphalt pavement ADDITIVE/DEDUCTIVE ALTERNATE No. 1: Upgraded, higher durability Pump #1 with stainless steel bowl and impeller in lieu of cast-iron bowl and bronze impeller. ADDITIVE/DEDUCTIVE ALTERNATE No. 2: Demolition and replacement of the entire existing Pump Building No. 1 above -ground structure in lieu of new siding and roof panels. The City received proposals from three (3) bidders and their respective bids are as follows: BASE BID SUMMARY CONTRACTOR BASE BID ADD/DED. ALT. 1 ADD/DED. ALT. 2 TOTAL BID CSA Construction, Inc. Houston, TX $12,980,000.00 $70,000.00 ($100,000.00) $12,950,000.00 Associated Construction Partners, Ltd. Boerne, TX $13,793,217.73 $64,999.00 $1.00 $13,858,217.73 Huffman Construction, LLC Poplar Bluff, MO $14,187,000.00 $65,000.00 $0.00 $14,252,000.00 Engineer's Opinion of Probable Cost $10,640,070 $82,500.00 $0.00 $10,722,570.00 The design engineer for this project is Urban Engineering who was selected under RFQ 2011-05. ALTERNATIVES: 1. Authorize execution of construction contract. (Recommended) 2. Do not authorize execution of contract. (Not Recommended) Project No: El 1068 Legistar No.: 18-1485 (Page 2) AB/CJ Rev. 0 — 10/18/2018 OTHER CONSIDERATIONS: Improvements at Nueces River Pump Station are consistent with ongoing improvements at ONSWTP to address increasing treatment capacity to 200 MGD. CONFORMITY TO CITY POLICY: Conforms to FY 2019 Capital Improvement Planning (CIP) Budget. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Water Utilities FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 1,819,210 5,000,000 10,502,545 17,321,755 Encumbered / Expended Amount 1,819,210 1,819,210 This item 4,500,000 8,450,000 12,950,000 Future Anticipated Expenditures This Project 500,000 2,052,545 2,552,545 BALANCE 0 0 0 0 Fund(s): CIP Funds RECOMMENDATION: Staff and Urban Engineering recommend awarding the construction contract to CSA Construction, Inc. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Letter of Recommendation Project No: El 1068 (Page 3) AB/CJ Legistar No.: 18-1485 Rev. 0 —10/18/2018 PROJECT BUDGET ESTIMATE Nueces River Raw Water Pump Station (Capital Improvement Program) PROJECT FUNDS AVAILABLE: Water CIP 6,819,210 Future Water CIP 10,502,545 TOTAL FUNDS AVAILABLE 17,321,755 FUNDS REQUIRED: Construction Fees. 14,245,000 Construction (TBD) 12,950,000 Contingency (10%) 1,295,000 Construction Inspection and Testing Fees. 648,250 Construction Inspection (Est) 453,250 Testing Services (Est) 195,000 Design and Geotechnical Fees. 1,819,210 Preliminary Engineering (Urban) 49,736 Engineering (Urban) Amd No. 1 1,688,299 Engineering (Urban) Amd No. 2 11,900 Geotechnical Testing (PSA) 19,675 Alden Research Laboratory, Inc 49,600 Reimbursements' 609,295 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget) 260,485 Engineering Services (Project Mgt) 347,310 Misc. (Printing, Advertising, etc.) 1,500 TOTAL 17,321,755 ESTIMATED PROJECT BUDGET BALANCE SCALE: N.T.S. PROJECT LOCATION NUECES RIVER CORPUS CHRISTI INTERNATIONAL AIRPORT Project Number: E11068 Nueces River Raw Water Pump Station Improvements CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES October 25, 2018 Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469 Subject: Nueces River Raw Water Pump Station Improvements Project No: E11068 Dear Jeff: Job No. 33760.63.01 Rev1 TRANSMITTED VIA EMAIL AND ORIGINAL MAILED Urban Engineering has received a copy of and reviewed all of the bids submitted for the subject project. We have also received and reviewed the information required by Sections 00 45 16 Statement of Experience of the Contract Document submitted after the bid date. We have investigated and found the bid package and experience record of CSA Construction, Inc., the apparent low bidder, to be very satisfactory. Attached please find a Bid Tabulation and a copy of the information required by Sections 00 45 16 Statement of Experience. The project was bid with a Base Bid and Additive/Deductive Alternates and CSA's bid results are as follows: Base Bid: $12,980,000.00 Additive Alternate F1 (Pump #1 stainless steel impellor/bowl) $ 70,000.00 Deductive Alternate F2 (replace building instead of refurbish) $ (100,000.00) Total Amount with Alternates $12,950,000.00 The bids received are higher than the estimate of probable construction cost, the low bidder being $2,309,900 more than the estimate. It appears that the cost difference is attributed to several factors: • Recent price increases in the construction market and possible impacts of tariff changes. • Effect of having to modify the number of days and sequence of construction by addendum to keep the pump station in service, limiting the start of any construction affecting pumping operations until major equipment is scheduled for delivery and stretching the construction over 18 months. • Underestimating the cost to isolate Pump Building No. 1 and to protect the existing concrete walls during wet well modifications. During the structural design it was determined that an earth retention system would have to be installed around the station and the soils removed until interior improvements completed. (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www.urbaneng.com TBPE Firm #145 TBPLS Firm #10032400 FAX (361)854-6001 Jeff Edmonds, P.E. October 25, 2018 Page 2 • Additional work added by addendums that was not reflected in the original estimate, such as replacement of motor for Pump #9 in Pump Building No. 2 and involvement of Contractor with the refurbishment of the two mechanical bar screens at Pump Building No. 2. Additional Allowances were also added to the bid form by addendums. We believe there were adequate bids submitted for this project and that the bids were competitive. A total of three bids were submitted and opened and the difference in Total Base Bids between the three bidders amounts to approximately 9.3 percent of the lowest bid amount. The closeness of the bids for the size of project is a good indicator of a representative project cost. Therefore, we believe the option of re -bidding the project would not have any effect on the bid prices. In review of the project it does not appear that the option to re-engineer the scope would be beneficial, there are not any significant portions of the package that could be cut or designed differently without greatly affecting the pump station pumping capacity and/or pumping reliability. In addition, re-engineering and rebidding would likely delay the project six to nine months. In Table 2 of CSA's Statement of Experience, they list Electrical and Instrumentation to be provided by System Controls & Instrumentation (SCI) and CSA has provided documentation to show that SCI intends to have Prime Controls, Inc. provide the process controls (Prime Controls, Inc. is listed as an approved Process Control System Supplier). A copy of CSA's email is attached. It is the recommendation of Urban Engineering that the subject project be awarded to CSA Construction, Inc., if the funds are available, for one of the bid amounts and alternatives as listed in the following. Base Bid: Base Bid Plus Additive Alternate F1 Base Bid Plus Deductive Alternate F2 Base Bid Plus Alternates F1 and F2 $12,980,000.00 $13,050,000.00 $12,880,000.00 $12,950,000.00 As a minimum, Urban Engineering recommends for award the Base Bid Plus Deductive Alternate F2 in the amount of $12,880,000. An award to include Additive Alternate F1 should be based on input from Water Dept. Staff. Sincerely, URBAN ENGINEERING Mark Maroney, P.E. MM/ek Enclosure xc: Alex Barabanov, P. E. — City Tim Robertson - CSA Corpus Chr sti Engineering Nueces River Raw Water Pump Station Improvements (Capital Improvement Program) Council Presentation December 11, 2018 Project Location Corpus Chr sti Engineering NUECES RIVER RAW WATER PUMP STATION IMP:' MENTS SCALE: N.T.S. Project Vicinity Corpus Chr sti Engineering Building N°.2 '(Built in 1981 5 Existing Pump Station tti Corpus Chr sti Engineering Project BenefitsCorpus Chr sti Engineering Project Benefits Include: • Greater capacity will satisfy meet higher peak demands • Unreliable electrical & mechanical equipment replaced • Standby power generation capability removes susceptibility to power outages • Enhanced site security • Greater operating efficiency Project Scope Corpus Chr sti Engineering This project delivers major rehabilitation and upgrades to the Nueces River Raw Water Pump Station to improve the pumping capacity and reliability of the pump station. Work includes: BASE BID: • Improvements to Building No. 1 siding and roof, hydraulic improvements to intake structure • New piping, valves, instrumentation, bridge crane, motor, and additional pump • Upgrades to electrical gear, motor, drives, and instrumentation in Building No. 2 • New concrete slab, electrical building, electrical gear, diesel generator, and underground cabling • Automated access gate and new asphalt pavement ADDITIVE/DEDUCTIVE ALTERNATE No. 1: • New pump in Building No. 1 upgraded from cast iron and bronze to stainless steel ADDITIVE/DEDUCTIVE ALTERNATE No. 2: • Demolition and replacement of the entire existing Pump Building No. 1 above -ground structure in lieu of new siding and roof panels Project Schedule Corpus Chr"sti Engineering 2018 2019 2020 s 0 N DIJ F M A M J J A s 0 N DI F M A M J J Bid/Award Construction Construction Estimate: 548 Calendar Days 18 Months Projected Schedule reflects City Council award in January with anticipated construction completion in July 2020 Corpus Chr"sti Engineering Questions? AGENDA MEMORANDUM Future Item for the City Council Meeting of December 11, 2018 Action Item for the City Council Meeting of January 08, 2019 DATE: December 11, 2018 TO: Keith Selman, Interim City Manager FROM: Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 CAPTION: Bill Mahaffey, Director of Gas Operations BiIIM@cctexas.com (361) 826-1801 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Amendment to Meter Transmission Units for Gas and Water Meters Supply Agreement Motion authorizing an amendment to supply agreement No. 1053 to allow a 25% contract increase for purchase of meter transmission units (MTUs) with Aclara Technologies, LLC of St. Louis, Missouri, for a not to exceed amount of $539,840 for revised contract total not to exceed $2,699,200. PURPOSE: The purpose of this agenda item is to allow a 25% contract increase of $539,840 for the remaining five months of the contract. BACKGROUND AND FINDINGS: In 2005, the City of Corpus Christi began implementation of the automated metering infrastructure that allows the wireless collection of daily meter readings for both water and gas utilities. As such, new meter transmission units must be installed to replace those that are broken, damaged, or at new service connections. Under the current maintenance program, MTU's are exchanged every month. However, due to the aging system, there has been an increase in MTU failures per month. In recent months, the Gas Department has seen as many as 500 MTU's fail monthly. As the system continues to age, this failure rate is likely to increase. Having an adequate inventory of MTU's is crucial for the delivery of reliable and accurate readings to UBO. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This conforms to the City's purchasing policies and procedures and State statues regulating procurement. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Water Utilities Gas FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year 2018-2019 Current Year Future Years TOTALS Budget $2,948,645.92 $0.00 $2,948,645.92 Encumbered / Expended Amount $1,088,110.92 $0.00 $1,088,110.92 This item $539,840.00 $0.00 $539,840.00 BALANCE $1,320,695.00 $0.00 $1,320,695.00 Fund(s): Gas and Water Fund Comments: This increase will cost $539,840, and is funded in FY2018-19. RECOMMENDATION: City staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement Amendment DocuSign Envelope ID: BC462E78-6BBA-4BBD-90F1-C6087F31C6A1 4,yu' GJ s $7 58 III Cleral 111 A. raQ•� Ncoes5�ra RASE Amendment City of Corpus Christi Purchasing Division Date: October 26, 2018 Supply Agreement No.: 1053 — Gas and Water Meters (MTU's) Reference: HGAC Contract No. WM08-16 Supply Agreement Current Value: $2,159,360 Amendment No. 2 The CITY OF CORPUS CHRISTI, TEXAS, hereinafter referred to as the City, and Aclara Technologies LLC, St. Louis, Missouri, hereinafter referred to as the Supplier, do hereby make and enter into this Amendment which, together with the Supply Agreement No. 1053 and all other duly executed Amendments, constitutes the entire agreement under the above -referenced Supply Agreement between the City and the Supplier. Section 3. Compensation and Payment of the Agreement is hereby amended due to an unforeseen increased need of MTU's to increase the current value of the Agreement by 25% for an amount not to exceed $539,840, with a restated value of the Agreement not to exceed $2,699,200. The Supplier and the City agree to and shall abide by all terms and conditions of the original Supply Agreement and any Amendments to that Agreement, to the extent they are not in conflict with the terms of this Amendment. l DocuSigned by: "- 59250R2R25A941F 11/26/2018 Erik Christian Date Kim Baker Date Aclara Technologies LLC Asst. Director of Financial Services City of Corpus Christi, Texas APPROVED AS TO LEGAL FORM: Assistant City Attorney Date SUPPLY AGREEMENT NO. 1053 Gas and Water Meters THIS Gas and Water Meter Supply Agreement ("Ag{eemenf') is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Adana Technologies LLC ("Supplier"), effective for all purposes upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid fo provide Gas and Water Meters in response fo Request for Bid No. N/A ("RFB"), which RFB includes the required scope of work and ani 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 Gas and Water Meters in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and ''supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 12 months. This Agreement includes an option to extend the term for up to one additional 12 -month periods ("Option Period"). provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision fo exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and ;s condit oned upon the prior written agreement of the Supplier and the City Manager. a Compensation and Payment. The Total value of this Agreement is not to exceed $1,079,680.00, 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. Ali pricing must be in accordance with the attached Bid/Pricing Schedule. as shown in Attachment 8, the content of which is incorporated by reference into this Agreement as if fury set out here in its entirety. 4 Coact Administrator. The Contract Administrator designated by the City is responsible for approval of ail phases of performance and operations under th's Agreement including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: City of Corpus Christi Approved as to Legal Form 2/16/16 Page 1 of 7 Name: Joanna Moreno Department: Utilities Department Phone: 361-826-1649 Email: JoannaM@cctexas.com 5. insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COi"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the Supplier shall endeavor to provide the City with 30 days' advance written notice of cancellation. The City will be provided for as an additional insured. The City Attorney must be given copies of all insurance policies within ten (10) business 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. & Purchase Retease 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 Cify 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 rnust refer to Phis 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. Supplier shall replace or repair any products that are delivered but not accepted by the Cify at no charge to the Cify. provided that City notifies the Supplier in writing within 20 days ("Acceptance Period") of Supplier delivering the products to a particular place designated by the City. in the event City does not notify Supplier on or before the expiration of the Acceptance Period of the unacceptability of any delivered products, such products shall be deemed to be acceptable to City, and such goods shall be warranted pursuant to Paragraph 8. 8. Warranty. The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. in addition, the products purchased under th':s 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 se' 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 Actmin'strator City of Corpus Christi Approved as to Legal Form 2/16/16 Page 2 of 7 IQ 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 dscrefion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and wil' furnish such products in ifs 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 emiVoyees were employees of the Supplier. Al requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to al 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 quantifies 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. IS. Taxes. The Supplier covenants to pay its payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shat' 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 mall. Notice must be sent as follows; IF TO CiTY: City of Corpus Christi Attn: Joanna Moreno Contracts / Funds Administrator, Utilities Department 2726 Holly Rd, Corpus Christi, TX 78415 Fax: 1-361-826-1715 IF TO SUPPLIER: City of Corpus Christi Approved as to Legal Form 2/16/16 Page 3 of 7 Aclara Technologies LLC Attn: Legal Department 945 Hornet Drive Hazelwood, MO 63042 Fax: 1314)895-7373 Email: contracts@aclara.com U. Indemnification. SUPPLIER AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES",) TO THE EXTENT CAUSED BY THE NEGLIGENCE OF THE SUPPLIER ITS EMPLOYEES OR AGENTS IN CONNECTION WITH THIS CONTRACT, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ON ACCOUNTOF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS 01? DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION COURT COSTS, REASONABLE ATTORNEYS' FEES AND REASONABLE EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF NEGLIEGENT ACTS OR OMISSIONS IN CONNECTION WITH THIS AGREEEMENT OR THE NEGLIGENT PERFORMANCE OF THIS AGREEMENT PROVIDED THAT: A. THE CITY PROMPTLY NOTIFIES SUPPLIER IN WRITING OF SUCH CLAIMS: B. CITY FULLY COOPERATES WITH SUPPLIER IN ASSISTING IN THE DEFENSE OR SETTLEMENT OF SUCH CLAIMS: AND C. SUPPLIER SHALL INVESTIGATE SUCH CLAIMS AND HAS THE SOLE RIGHT TO CONDUCT THE DEFENSE OF SUCH CLAIM OR TO SETTLE SUCH CLAIM. SUPPLIER SHALL DEFEND AT ITS OWN EXPENSE, WITH COUNSEL OF ITS CHOOSING, BUT REASONABLY ACCEPTABLE TO CUSTOMER, ANY SUIT OR ACTION BROUGHT AGAINST INDEMNITEES BASED UPON SUCH CLAIMS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT, 18. Termination. a. The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement, The Contract Administrator must give the Supplier written notice of the breach and 30 days to cure. If the Supplier has not cured within the cure period. the City Manager may terminate ths 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 fist 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 City of Corpus Christi Page 4 of 7 Approved as to Legal Form 2.16/16 g to such assignment is within the sole discretion of fhe City Manager on any ground whatsoever. 2a 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. L1MITATlON OF LIABILITY. Notwithstanding anything contained herein to fhe contrary, the total aggregate liability of Supplier to the City for all liability arising out of or in connection with the performance by Supplier of its obligations under this Agreement shall be limited to the aggregate sum of payments made by the City to Supplier under this Agreement. IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES OR FOR THE LOSS OF BENEFIT, PROFIT, REVENUE, OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 2Z Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1 ) C. the Suppl;.er's bid response (Exhibit 2) 23. Certificafe of interested Parties. Supper 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, 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 fhe State of Texas, and such form and venue for such disputes is fhe appropriate district, county, orjustice 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. City of Corpus Christi Approved as to Legal Form 2/16/16 Page 5 of 7 (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Approved as to Legal Form 2/16/16 Page 6 of 7 SUPPLIER: ACLARA TECHNOLOGIES LLC Signature: ..,IF Printed Name: Kurt R. BruenninQ Title: CFO Date: )77if 7 CITY OF CORPUS CHRISTI Signature: l Printed Name: r «.,- • c� Title: fro Date: _ - Attached and fncorporated 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. NA Exhibit 2: Supplier's Bid Respornse, NA City of Corpus Christi Approved as to Legal Form 2/r 6/16 ATTEST: ► f 1.0%-A.P-.. E SCCA HUERTA CITY SECRETARY -LiZa Le. SY COUNCIL t fr L& ILL. SMITTAP Page 7 of 7 Attachment A: Scope of Work Supply Water Meters and associated catalog parts as per HGACBUY Contract WM08-16 12°,7 Price Guide J1 .11 Attachment B: Bid/Pricing Schedule CONTRACT PRICING WORKSHEET Contract ! For Catalog & Price Sheet Type Purchases ho:►vht08-16 tF 2017 f Date Prepared i 145/2017 E i •s This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both documents MUST be faxed to H -GAC @ 713-993-4548. Therefore please type or print legibly. Buying Agency: icily of Corpus Christi, Texas Contact Person: !Joanna Moreno Phone: 1361-826-1649 Fu: I36J.826-1715 En>aii: 1Joannam(cctexas.com Catalog / Price Sheet Name: General Description or Product' Contractor: Prepared By: Phone: 1513-266-0063 Fu: F314-8954367 Aclara !Brian Rudd t— Ematt: •brudd(aciara.com ora MTU's A. Ca MIN.: f Price Sheet Items being purchased - itemize Below - Attach Additional Sheet If Necessary Quan t Description 7000 MTU - Water Encoder, Single Pori, Standard Range 200 j MTI! - Water Encoder, Single Port, Extended Range 200 f MTU • Water Encoder, Single Port w ntcnna 200 'MTU - Water Encoder. Duni Port wiAntenna 200 I MTU - Water Encoder, Dual Port, Standard Range 200 JMTU - Water Encoder, Dual Port, Extended Range 3200 ;MTU - Gas Encodes, Single Port, Standard Range 100 JMTU - Gas Encoder, Single Port, Extended Range .'•MTU - Gas Encoder, Single Port, Standard Range 700 IMTU - Gas Encoder, Single Port, Standard Range 5 0/ITU - Gas Encoder, Single Port, Extended Range 5 MTU - Gas Encoder, Single Port, Standard Range 20 SACC Kit, Field Programmer. USB 20 !Cable Assembly, USB, 5F1 Unit Pr 1 Total 58.00: 5616,000.00 5100.00 [ 520,000,00 5150.00 530,000.00 5252.00 550,400.00 5125,00 [ 525,000.00 5150 00 ! $30,000.00 570.00 5224,000.00 S80.00 i 58,000.00 5100.00 520,000.00 570.00 j 549,000.00 580.00: 5400.00 596.00E 5480,00 5300.00 I 56,000.00 520.00 1 5400.00 Trade -In Freight-F.O.B.- City of Corpus Christi, Texas C Delivery Dater 30 days ARO 11 51,079,680.00 Attachment C: Insurance / Bond Requirements No insurance is required for the supply agreement. Attachment D: Warranty Requirements Adana Warranties Mara Ted-nobgies LLC Adara Warranties O STAR® MTU Warranty Page 1 of 3 Page 2 of 3 Acfara Warranties Mara Ted:Ind:1 _ as LLC STAR® MTU Warranty Basic Warranty Aclara Technologies LLC wan -ants to the original PURCHASER of a STAR@ Utility Meter Transmission Unit (MTU) that the MTU shall perform in accordance with the specifications in effect at the time of original product shipment and shall be free from defects in material and workmanship for a period often (10) years from the date of original product shipment (the `full warranty period"). Any STAR@ Utility MTU manufactured by Acfara Technologies LLC that, within the full warranty period. (i) fails to perform in accordance with the specifications in effect at the time of original product shipment or (ii) fails as a result of a defect in material or workmanship, when returned to Acfara Technologies LLC, freight prepaid, will be repaired or replaced at the option of Aclara Technologies LLC without charge to the PURCHASER. A STAR® Utility MTU which has been repaired or replaced by Acfara Technologies LLC will be retumed to the PURCHASER by Aclara Technologies LLC, freight prepaid. All costs associated with the removal and/or reinstallation of a defective STAR® Utility MTU shall be the responsibility of the PURCHASER, Aclara Technologies LLC warrants replacement MTUs for the longer of (i) the remaining term of the full warranty period applicable to the STAR@ Utility MTU repaired or replaced or (II) one year from the date the repaired STAR® Utility MTU or its replacement is returned to PURCHASER. Acfara Technologies LLC reserves the right to supply factory refurbished equipment, new equipment, or a newer model that provides equivalent or better performance. Extended Warranty Subject to the limitations set forth below, Acfara Technologies LLC, wiH replace any STAR® Utility MTU that, after expiration of the full warranty period but before tine expiration of the twentieth (20th) full year after the date of original product shipment (the "extended warranty period"): (r) fails to perform in accordance with the specifications in effect at the time of original product shipment or (ii) fails as a result of a defect in material or workmanship. The cost of replacement will be pro- rated in accordance with the following table based on the number years of service before failure: Years of Service Replacement Cost Percentage 11 55% 12 60% 13 65% 14 70% 15 75% 16 80% 17 85% 18 90% 19 95% _ 20 100% The cost of replacement will be calculated by multiplying the app icable replacement cost percentage by the STAR® Utility MTU price in effect at the time of replacement. The defective MTU must be retumed to Aclara Technologies LLC by the PURCHASER, freight prepaid; Acfara Technologies LLC will pay the freight charges for the return of the replacement to the PURCHASER. All costs associated with the removal and?or reinstal'ation of a defective STAR® Utility MTU shaft be the responsibility of the PURCHASER. Aclara Technologies LLC warrants MTUs replaced pursuant to the Extended Warranty for ten (10) years (in accordance with the terms of the Basic Warranty) from the date the replacement is returned to the PURCHASER. Acfara Technologies LLC reserves the right to supply factory refurbished equipment, new equipment, or a newer mode! that provides equivalent of better performance. The STAR® Utility MTU warranties do not cover repairs or replacements required as a result of; misuse, mishandling improper storage, accident, modification, improper operation. installation Page 3 of 3 Adana Warranties Adam Ter nolo les LLC errors, meter failures, theft, vandalism, repair by unauthorized personnel, or battery life for MTUs that are configured and operated for more than two (2) to four (4) transmissions per day Actara Technologies LLC makes no warranty whatsoever with respect to the minimum communication distance or reliability of the radio propagation path of STAR® Utility MTUs. Each MTU includes software which is proprietary to Actara Technologies LLC and which Is protected by United States Copyright Laws with which the PURCHASER must comply. PURCHASER has the right to utilize the software in the MTU with the MTU, but PURCHASER may not disassemble, decompile, or modify the software. The software is confidential and the property of Aclara Technologies LLC and shall not be disclosed to others. THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIABILITY OF ACLARA TECHNOLOGIES LLC SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF ANY DEFECTIVE PRODUCT. IN NO EVENT SHALL ACLARA TECHNOLOGIES LLC BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, RESULTING FROM PRODUCT INSTALLATION, USE, REMOVAL OR REINSTALLATION. THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE, AND IN NO EVENT SHALL THE LIABILITY OF ACLARA TECHNOLOGIES LLC EXCEED THE PRICE OF THE PRODUCT ON WHICH SUCH LIABILITY IS BASED. THE LIMITATION OF REMEDIES SET FORTH HEREIN IS IN RECOGNITION OF THE DIFFICULTIES OF PROOF OF LOSS AND THE INCONVENIENCE AND NON -FEASIBILITY OF OTHERWISE MEASURING DAMAGES AND OBTAINING AN ADEQUATE REMEDY. THE WARRANTIES CONTAINED HEREIN MAY NOT BE ALTERED, AMENDED, OR MODIFIED, EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF ACLARA TECHNOLOGIES LLC, CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are Interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties, 1 Name of business entity filing form, and the city, state and country of the business entity's piece of business. Atlas Technolgies LLC Hazelwood , MO United States 2 Name of governmental entity or state agency that is a party to the contract for which the form Is being filed. City of Corpus Christi, Texas 3 Provide the identification number used by the governmental entity or state agency to track or identify description of the services, goods, or other property to be provided under the contract. 1053 The sale of hardware for customers STAR Network. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-157176 Date Flied: 01/23/2817 Date Ac nowledged: _()j 431I 2611 I the nt ct, and provide a 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. 1 6 AFFIDAVIT NotarMICHELLE Public, otary Seal State of Missouri Jefferson County ommissslon # 16931 38 M Commission E • cos Jul 25, 2020 AFFIX NOTARY STAMP / SEAL ABOVE I swear or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity Sworn to and subscribed before me, by the saidAsiC,t'T ,+.(,yarci , this the D.W.A. 20_, to certify which, witness my hand and seal of office. CC11 day of_y� 1-1i/A.646a &4A P1 ;cauk glen jn�/![,J, Signature of officer administering oath Printed name of officer administering oath Tnib of icer ad oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 11, 2018 Action Item for the City Council Meeting of January 8, 2019 DATE: December 11, 2018 TO: Keith Selman, Interim City Manager FROM: Jim Davis, Director of Asset Management JimD@cctexas.com (361) 857-1909 Kim Baker, Assistant Director of Financial Services -Purchasing Division kimb2©cctexas.com (361) 826-3169 Purchase of Fuel Tanker Truck CAPTION: Motion authorizing the purchase of one 4,000 -gallon Fuel Tanker Truck from Houston Freightliner, Inc. of Houston, Texas via Houston -Galveston Area Council Cooperative for a total amount not to exceed $153,302. PURPOSE: This item is to approve the purchase of one 4,000 -gallon Fuel Tanker Truck for Asset Management. BACKGROUND AND FINDINGS: The Service Center Division of Asset Management is requesting the purchase of a 4,000 - gallon fuel truck as an addition to its fleet. In light of operations sustained during Hurricane Harvey, we have determined that the current fuel truck could not accommodate the fueling demands of the large generators throughout the City's buildings such as City Hall, Police Department Headquarters, and the Emergency Operations Center. The addition of a 4,000 -gallon fuel truck would enable the Asset Management Department to effectively, and efficiently succeed in fulfilling this vital Emergency Operations task. The Asset Management Department is also currently tasked with fueling various bulk fuel tanks at various City departments' satellite locations. This will be an addition to the fleet because the smaller fuel truck will continue to be utilized to fuel the smaller generators. Utilization of the Houston -Galveston Area Council (HGAC) provides competitive pricing for the City through competitive procurements that are in compliance with Texas local and state procurement requirements. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Asset Management FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $250,000.00 $0.00 $250,000.00 Encumbered / Expended Amount $89,309.93 $0.00 $89,309.93 This item $153,302.00 $0.00 $153,302.00 BALANCE $7,388.07 $0.00 $7,388.07 Fund(s): Fleet Maintenance Service Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: NICOLE MALAIN PRICE SHEET PURCHASE OF FUEL TANKER TRUCK HGAC CONTRACT NO. HT06-18 Houston Freightliner, Inc. Houston, TX ITEM DESCRIPTION UNIT QTY UNIT PRICE EXTENDED PRICE 1 2020 Freightliner 108SD TRA with 4,000 -gallon Niece Fuel Tanker EA 1 $ 153,302.00 $ 153,302.00 TOTAL $ 153,302.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 11, 2018 Action Item for the City Council Meeting of January 8, 2019 DATE: December 11, 2018 TO: Keith Selman, Interim City Manager FROM: Belinda Mercado, Director of Information Technology BMercardo@cctexas.com (361) 826-3732 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Amendment to Service Agreement for Aristotlelnsight Agent License CAPTION: Motion authorizing an amendment to service agreement for Aristotlelnsight agent license three-year renewal for Information Technology with Sergeant Laboratories, Inc of Onalaska, Wisconsin for an amount not to exceed $61,731.24, and a revised value of the Agreement not to exceed $95,704.19. PURPOSE: This amendment will provide for the continued licensing for Aristotlelnsight agent for Information Technology. BACKGROUND AND FINDINGS: The City began using Aristotlelnsight last year as a lower-cost replacement yielding greater value to our previous product being used to collect security information from City computing devices. First year costs were greater due to the one-time purchase of a hardware appliance to collect and analyze this data, and subsequent yearly charges are for licensing, support and maintenance only. This software collects the information from City computing systems that is used in assessing the City's security posture and is also used for investigatory purposes. This is a sole source purchase. Sergeant Laboratories is the developer and manufacturer of Aristotlelnsight, security analytics platforms. ALTERNATIVES: None. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Information Technology FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $1,146,424.09 $41,759.31 $1,188,183.40 Encumbered / Expended Amount $688,623.02 $0.00 $688,623.02 This item $19,971.93 $41,759.31 $61,731.24 BALANCE $437,829.14 $0.00 $437,829.14 Fund(s): Info Tech Comments: RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Amendment Service Agreement CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: SONIA TAMEZ PRICE SHEET ARISTOTLEINSIGHT ONE YEAR LICENSE RENEWAL FOR SERVICE DESK Total Price $61,731.24 Sergeant Laboratories, Inc Onalaska, Wisconsin ITEM DESCRIPTION QTY. UNIT UNIT PRICE EXTENDED PRICE 1 Aristotleinsight Agent Licenses for 2018-2019 1 YR $19,971.93 $19,971.93 1 Aristotleinsight Agent Licenses for 2019-2020 1 YR $20,571.09 $20,571.09 1 Aristotleinsight Agent Licenses for 2020-2021 1 YR $21,188.22 $21,188.22 Total Price $61,731.24 Amendment City of Corpus Christi Purchasing Division Date: November 27, 2018 Service Agreement No.: Product License and Support Services Agreement (Aristotlelnsight) Reference: N/A Amendment No. 1 Service Agreement Current Value: $33,972.95 The CITY OF CORPUS CHRISTI, TEXAS, hereinafter referred to as the City, and Sergeant Laboratories, Inc., Onalaska, Wisconsin, hereinafter referred to as the Contractor, do hereby make and enter into this Amendment No. 1 ("Amendment") which, together with the Product License Support Services Agreement (the "Agreement") and all other duly executed amendments, constitutes the entire agreement under the above -referenced Service Agreement between the City and the Contractor. This Amendment modifies the License Term listed on the Cover Page of the Agreement to include an additional three-year Renewal Term. The term is revised as follows: 1. Current Agreement Term: 10/20/2017-10/20/2018 2. Revised Agreement Term: 10/20/2017-10/20/2021 This Amendment amends the License Fee on the cover page of the Agreement by adding the pricing for the additional 3 -year term to the table provided as follows: ITEM DESCRIPTION QTY. UNIT UNIT PRICE EXTENDED PRICE 1 Aristotlelnsight Agent Licenses for 2018-2019 1 YR $19,971.93 $19,971.93 1 Aristotlelnsight Agent Licenses for 2019-2020 1 YR $20,571.09 $20,571.09 1 Aristotlelnsight Agent Licenses for 2020-2021 1 YR $21,188.22 $21,188.22 Total $61,731.24 This Amendment, therefore, increases the contract by $61,731.24 for the three-year renewal which includes licensing, software, and maintenance, with a revised value of the Agreement not to exceed $95,704.19. (Signature Page Follows) Page 1 of 2 The Contractor and the City agree to and shall abide by all terms and conditions of the original Service Agreement and any Amendments to that Agreement, to the extent they are not in conflict with the terms of this Amendment. ,—DocuSigned by: \-0,r3Csg,,1n@^E2... 11/28/2018 Matt Vande Slunt Date Sergeant Laboratories, Inc. Kim Baker Date Asst. Director of Financial Services City of Corpus Christi, Texas APPROVED AS TO LEGAL FORM: Assistant City Attorney Page 2 of 2 200 MASON ST ONALASKA, WI 54650 SERGEANT (608) 788-9143 LABORATORIES, INC. PRODUCT LICENSE AND SUPPORT SERVICES AGREEMENT SERGEANT LABORATORIES, INC. ('Licensor") and the party named In the signature box below as "Licensee" agree that from the Effective Dale of thls document, the terms and conditions as stated on this Cover Page and expressed herein constitute an agreement ("Agreement") between Licensor and Licensee for the use of the Products and/or provision of Support Services as itemized below. The charges quoted herein and the terms and conditions of thls Agreement supersede any previous offers for the Products and/or Support Services stated below and the terms and conditions of any purchase order or previous license between Licensee and Licensor. LICENSOR: Sergeant Laboratories, Inc. 200 Mason Street Suite WI Onalaska, WI 54650 P: (608)788-9143 F: (608)788-9662 LICENSEE: City of Corpus Christi Kim Baker (361)826-349• at44 BILLING ADDRESS: 1201 Leopard St Corpus Christi, TX 78401 AUTHORIZED SITE(S): City of Corpus Christi 1201 Leopard St Corpus Christi, TX 78401 Product Name Product Version No. Computer Sys- tem (Serial Number) No. of users, CPUs, seats and/or Servers License Fee Initial License Tenn Service Charge (Initial License Terra) Aristotleinsight® Appliance ("the Product") 7.7 SGT070717-01 1 33,972.95 10/20/17 to 10/20/18 - Aristotieinsight® Universal Agent ("the Software") 7 7 3,000 - 10120/17 to 10120/18 - Sub -Total $33,972.95 , Sub -Total Tax Total - PaId by Customer S33,972.95 Customer acknowledges Product reports provide extensive keystroke data collection which may be disabled. The product by default. Keystroke data collection may be disabled by checking Initial here; 0 Disable keystroke collection. data analysis including but not limited to forensic level, is configured with keystroke data collection enabled the box below: I have read the Agreement in Its entirety and have had the op- portunity to ask questions of and receive answers from LIcen- sor's authorized representative for the Product and the offer contained herein Is accepted on the terms and conditions spec- ified In the Agreement. LICENSEE: City of Corpus Christi Signature: E. L.#v Name: K.i M 134 I`e_e- /` Title: 455 ! S n d .t. i rcc- (vJ (4 -tti �1 d c i Date: / 0 — (p _ 1 ` ti 14 S Licensee's Order Number (for administrative purposes only). Ref/PON: 40589 System Serial Number. SGT070717-01 LICENSOR: SERGEANTsLABORATORIES, iNC. Signature: 14 `> !'w -ilez Name: Matt Venda Siunt Title: Comptroller Date• 717117 lfki ECU. iii ('1'i.11.5 \N 1)i"I I\:'i IC)\5 Section 1.01 — Cover Pace: The information included in the Cover -Page is true and correct and is part of this Agreement. Section 1.03 — Definitions: The following definitions shall apply: (1) Access: The term "access" and variants thereof shall mean to connect to, store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or othcnuisc the Product. (2) (3) (4) (5) Cancellation Notice: The tam "Cancellation Notice" shell mean that writs n notice crit by Licensor to Licensee to the effect that this Agreement is terminated because of breach by Licensee. Confidential Infnmtatinn: The term `'Confidential Information" shall mean: (a) pricing or infor- mation concerning any Licensor products or ca- vitis; (b) trade secrets and other proprietary rights of Licensor, (c) any business, marketing or technical information that is confidential or pro- prietary to Licensor. Cmmnuter Thc term "Computer" shall mean that certain computer system as described in the Coven- Page over Page and/or Schedule A (or as specified during user registration if this Agreement is being displayed and accepted electronically) which is attached hereto or displayed above to the Licensee and by this reference incorporated herein. Defect Notice: Thc term "Defect Notice" shalleo mean that certain written notice from Liccnsto Licensor identifying, in reasonable detail, one or more discrepancies between the actual performance of the Product and the performance of the Product described in the Documentation. (6) Documentation: Thc term "Documentation" shall mean the Product user guides and user manuals that are made gmncrally available to the public including all such updates thereto. (7) Effective Date: Thc tarn "Effective Date" shall mean the date this Agreenmtt is signed or electronically accepted by Licensor. (8) License Fee: The term "License Fee" shall mean that certain amount ide ntificd on the Cover Page, in the column headed License Fee. (9) License Tern: Thc term "License Term" shall mean a period of time starting with the Effective Date and continuing until terminated under the terms and conditions ofthis Agreement. (10) Product: Thc term "Product" shall mean that product identified as "the Product" on the Cover Pngc, including Updates that arc made generally available to Licensee by Licensor as specified in this Agreement. (11) Pmduct Prnhlem: Thc term "Product Problem— shall roblem'shall refer to those instances where a Product is not functioning according to the specifications in the Documentation. (12) Renewal Term: The termer "Renewal Term" shall mean any period of time that this Agreement is renewed after the Initial License Term. (13) Remote Acces: Thc terns "Remote Access" shall mean telecommunication access to the Product using a modem or any access cleaned to be nation: access by industry standards. (14) Software' The term "Software" shall that product identified as "the Software' on the Cover Page, in- cluding all of the contents of the electronic files, whether on disk(s), CD-ROM(s) or other media, provided by Licensor under this Agreement. (15) Updates The term "Update" shall mean: (a) any upgrades, modified versions, updates, additions, replacements and copies of the Software (current release only), if any. provided to Licensee by Li- censor for the sole purpose of maintenance, error correction, or debugging of the Software, or (b) any upgrades, modified versions, replace- ments or additions to the Secure Data Vault Serv- er (current model only), if any, provided to you by the Licensor for the sole purpose of mainte- nance, error correction, or debugging of the Product. (16) Unauthorized Access: Thc term "Unauthorized Access" shall mer n any access to the Product or Documentation except for the exclusive purposes of (a) use pursuant to the terms and conditions of this Agreement; (b) internally demonstrating the performance, utility and functions of the Product for the sole purpose of use pursuant to the terms and conditions of this Agnxmett; or (c) training employees of Licensee in the use of the Product pursuant to the terms and conditions of this Agreement. (17) Unauthorized User. The teen "Unauthorized User" shall mean any individual who accesses the Product or Documentation except for employees authorized by Licensee to access the Product nr Documentation for the exclusive purposes as sex forth in Section 1.01(16). :1E.'I i[i.li 11: S("e71':1 )1: Section 101 — Grant of Limited License: Licensor hereby grants to Licatsee a non-exclusive, non -transferable, and personal license to use the Software on the Product or other Computer of Licensee, and to use the Documentation. for the License Term only in accordance with the terms and conditions of this Agrcmm ent. Thc foregoing grant of license excludes the right to modify all or any porion of the Software or the Product, or any Documentation, or to create any derivative works thereof, except as etprssly authorized by Licensor in writing in advance. Thc use by Licensee of such modification or derivative work shall be subjext to the terms of this Agreancnt, including all license astrictions set forth in this Article 11, unless otherwise expressly agreed by Licensor in writing. Sects 2.02 — Risk of Loss.: Liceatsce assumes risk of loss to the Product as of the time of shipment and/or downloading of the Product by Licensor. Section 3.03 — Authorized Use: Licensee shall prevent Unauthorized Access to the Software and the Product, and shall prevent Unauthorized Users from Accessing the Software and the Product. ,Section 2.04 — Other Use Restrictions: Licensee shall use the Software and the Product only in accordance with the Docu- mentation and only on the Computer at the Authorized Sings) of Licenser as specified in the Cover Page and/or Schedule A of this Agreement (or as specified during user registration if this Agreement is being displayed and accepted ekxtronical- ly.) Excepting access by Licensor, Licensee shall prevent Remote Across. Thc Software and the Product may not be sublicense(' or rclicenscd by Liccnsec nor be deployed or distributed so, or for the benefit of, any third party, includ- ing consultants, and may only be used for the internal busi- ness purposes of Licensee as specified in this Agreement. Liccnsec agrees not to sublicense, relicense, rem, assign, loan. lease or use thc Software or the Product to provide service bureau, ASP, commercial time-sharing, or similar services to third panics, including consultants, or for any other activities or purposes not expressly authorized in this Agreement without thc express, prior written consent of Licensor in each instance. Other than pursuant to a regular- ly scheduled and followed backup policy applicable to substantially all software licensed by Licensee, Liccnsec may make no more than one copy of the Software for back- up purposes in support of the use of the Product. Use of the Product is restricted to the number of users, CPUs, scats and/or servers and computer system and machine class, if applicable, for which Liccnsc Fees have been paid, as spec- ified in the Cover Pagc and/or in Schedule A (or as specified during user registration if this Agreement is being displayed and accepted electronically.). Section ?.05 — Comnliance Verification: At least once eve- ry calendar year and, absent reasonable suspicion of breach of this Agreement, no more than twice in one calendar year, Licensor shall be entitled, after giving Licensee at least five (5) days' notice and subject to Licensee's reasonable re- quirements relative to safety and security, to audit and in- spect Licensee's records and facilities as is reasonably nec- essary for Licensor to ensure compliance with the provi- sions of this Agreement. Notwithstanding the foregoing. if Licensor reasonably suspects that Liccnsec hos breached this Agreement, Licensor may audit Licaisoz s Product - related activities with one (1) day's notice. Licensee shall maintain complete and accurate records, available on re- quest to Licensor, indicating the location(s) where each Product has been installed and, as applicable, the Comput- er/computer system and the number of users, CPUs, seats, and servers for each Product. If Licensee's non-compliance with this Agreement has resulted in a loss that is equal to or greater than five percent (5°0) of the License Fcc paid to date for that year or is otherwise reasonably determined to be a material breach of the terms and conditions of this Agreement, Liccnsec shall reimburse Licensor in full for the cost of such audit in addition to paying any other fees, costs, or damoges associated with the non-compliance or breach. Section 2.06 — Documentation Use: Documcnwtton may be used only in support of authorized use of the Software and the Product as specified in this Agreement. Section 2.07 — Services. Unless otherwise defined in a sepa- rate Extcidcd Service Agreement or Product Maintenance Agreement, Support Scrvicis provide(' by Licensor to Licen- ser: shall consist of technical phone support or e-mail support, at Licensor's discretion. offered for the duration of the Initial License Trym only, relater' to (a) installation, site prepara- tion and planning, (b) user operation; and (c) Updates Thc Initial License Term shall be 12 months beginning on the Effective Date as indicated on the Cover Page Licensor agree, to provide Support Services specified in this Agree- ment on the Effective Date fur the Initial License Term, using commercially reasonable clfons in doing so. The non- refundable Service Charge must be paid in accordance with the terms of this Agreement in order for Licensee to be enti- tled to the Support Services for the Initial License Term. Licensor has no obligation to provide Support Services or any other services for. (i) altered or modified Software or Products; (ii) third party software or applications being used in conjunction with the Software or Prnducts, (iii) Product Problems or other such problems which arise as a result of Licensee's negligence or fault, or from mal- functions of Licenser's hardware or its operating systems, (iv) Product Problems or other such problems which result from changes to the operating environment which make it incompatible with the operating environment for which the Software or Produce was originally provided, including without limitation, additions or changes to hardware, oper- ating systems, compilers, or co -resident software, nor has Licensor any obligation to assist Licensee to develop or debug applications which use the Software or Product. At any given time, Licensor shall provide Support Services for the then -current, general -release version of the Software and Product, and the immediately preceding general release version of such Software and Product, but only for a period of six (6) months following the general release of the then - current version of the Software and Product. In all cases, Licensor shall provide Support Services only during the Initial License Term and any Renewal Tcrm Section 2.08 — Renewal: if, at least thirty (30) days before the end of the Initial License Term or any subsequent Re- newal Term, Liccnsec docs not notify, in writing, Licensor that Licensee will not renew this Agreement, then this Agreement shall be deemed automatically renewal by Li- censee for an additional one year Renewal Term, which will include the right to Support Services. License Fccs for such Renewal Term will be billed and must be paid in ac- cordance with the terms and conditions of this Agreement. With regards to renewal of this Agreement, the License Fee is subject to reasonable increase at the sole discretion of Licensor Licensee is entitled to receive Updates during thc Initial License Term or any subsequent Renewal Term of this Agreement. \1 1i(1.i111' !'AV\I L N [ Scotian 3.i11 — Fees; Licensee shall promptly pay the License Fcand fnitial-Service Charge within thirty (30) days of delivery -of the Product. Additional Service Charges, costs, and fees for any services beyond those &scribed in Section 2,07 will be chargoxl for and invoiced separately at Licensor's discretion Section 3.02 -- Costs: Licensee shell pay all direct costs incurred by Licensor in providing Support Services or any other services pursuant to this Agreement. Such direct costs shall include (without limitation) postage, shipping, media charges, telephone„ travel, material and reproduction costs. Section 3.03 — Invoicine and Payment: Licensor shall invoice Licensee monthly for any costs incurred by Liciansor in providing Support Services or any other services under this Agr emcnt or for any balance due on the License Fee. Upon request of Liccnsec, such invoices shall be accompanied by receipts evidencing such costs. Licensee shall pay any such invoice in full within thirty days of receipt, or in the ease of overdue License Fees or other overdue balances, within ten (10) days of receipt of the invoice. Any amounts payable by Licensee hereunder that remain unpaid after the due date shall be subject to a lute charge equal to thc lesser of the maximum amount permissible by law or 1.5% per month from the due date until such amount is paid. Section 3.04 -- Taxes: Licensee shall pay any and all applicable taxes, including without limitation, if applicable, sales, use, property, value added or other taxes basal on licenses granted or services provided, excluding taxes on Licensor's net income. .1R i IC'[_: IV --11 R\I Section 4.01 -- Termination Limitations: This Agnxmcnt may only be tcnninotel as provided under this Article IV. Section 4.02 — Tum: The grant of license rights undcr this Agreement shall be valid only for the License Tcrm. Section 4.03 — Termination: Licensee may terminale this Agreement for convenience with no Tess than ten days written notice of termination to Licensor. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Licensee of any obligation that has accrued or is otherwise owed by Licensee. Section 4.04 — Cancellation for Cause: If License: violates its obligations under this Agreement, Licensor may cancel the Agreement by sending a Cancellation Notice describing the noncompliance to the Licensee. Upon receiving a Cancellation Notice, the Licensee shall have ten (10) days from the date of such notice to cure any such noncompliance. If such noncompliance is not cured within the reyuirad tet (10) day period, Licensor shall have the right to cancel this Agreement, of cctive upon wnttat notice, as of the eleventh day after the date of the Cancellation Notice, Section 4.05 — Effect of TuminatianlActinns Upon Termination: Upon lcmtination or cancellation of this Agreement: (i) all tights of Licensee hereunder will terminate, in which event all license rights shall nisei cease and the Products and Documentation and all copies thereof shall be returned to Licensor or destroyed, as directed by Licensor; (ii) all amounts due to Licensor hereunder will become immediately due and payable; and (iii) the following provisions will survive termination of this Agreement: Section 2.05, Sections 3.01 — 3.04, Sections 4.01 - 4.05, Section 5,03, Section 5,05, Sections 6.01 - 6.05, and Sections 7.01 — 7.15. t1 \RR\Zit Section 5.01 — Representations and Warrartlicl: Licensor rcpresatts and warrants that for the first ninety (90) days after shipment, the Products will substantially conform in materi- al functional respects to the applicable Documentation. Section 5.02 — LIMITED WARRANTY: Except for the limited warranty specified above, LICENSOR AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OB- TAIN BY USING THE PRODUCT OR DOCUMENTA- TION. EXCEPT AS EXPRESSLY SET FORTH IN SEC- TION 5.01 AND EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLI- CABLE TO LICENSEE IN LICENSEE'S JURISDIC- TION, LICENSOR AND ITS SUPPLIERS HEREBY EX- PRESSLY DISCLAIM ANY AND ALL WARRANTIES. CONDITIONS, REPRESENTATIONS, GUARANTEES OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, INTEGRATION, SATISFACTO- RY QUALITY, FITNESS FOR ANY PARTICULAR PUR- POSE, OR NON -INFRINGEMENT OF ANY INTEL- LECTUAL PROPERTY RIGHTS OF ANY THIRD PAR- TY. AATY. Section 5.03 — Defect Notice: Any Defect Notice must he received by Licensor within thirty (30) days after delivery of thc Product. Upon receiving n Defect Notice from Licensee, Licensor shall review thc asserted discrepancy to determine if the discrepancy is valid. If, in the reasonable professional judgment of Licensor the discrepancy is valid. Licensor's only obligation shall be, in the Licensor's sole discretion, to correct the discrepancy, using commercially reasonable efforts to do so, or to refund the portion of the License Fee appropriate to the particular defect in question. If, in thc nmsonable profes- sional judgment of Licensor, such discrepancy is not valid, Licensor shall submit to Licensee a written explanation of the reasons why such asserted discrepancy is not valid. The writ- ten explanation of Licensor set forth herein shall be deemed accepted by Licensee within ten (10) days after Licensee's receipt of the written explanation. Section 5.04 — Licensors Indemnity: Licensor shall in- demnify and defend License from and against any loss, cost, damage or expense actually incurred by or awarded against Licensee prising from any claim by a third party that any Product infringes any U.S. patent, trademark, cop- yright or trade secret of such third party, provided that. (i) Licensee promptly gives written notice of such claim, loss. expense, or action (or if Licensee has reason to know of a claim, promptly gives written notice of the circum- stances from which such claim, loss, expense, or action may arise); (ii) Licensee provides all reasonably required assistance to Licensor or Licensor's agents in the defense of such claim, loss, expense, or action and gives Licensor sole authority to settle or defend the claim; (iii) the in- fringement dots not result from the combination of the Software or Product with any product not supplied by Li- censor for use with the Software or Product; (iv) the in- fringement dots not result from any modification of the Software or Product (other than by Licensor), or any use of the Software or Product other than as specified in the appli- cable Documentation; and (v) the infringement would not have been avoided if Licensee had implemented any new version or changes to the use or configuration of the Soft- ware or Product made available or recommended by Licen- sor. In the defense or settlement of any such claim. Licen- sor may, in its sole discretion: (i) replace or modify the Software or Product at issue so that its use is non - infringing; (ii) procure for Licensee the right to continue to use the Software or Product at issue; or (iii) terminate the licenses granted hereunder with respect to the Software or Product (or portion thereof) that is infringing and grant Licensee a credit or refund for the Software Product (or portion thereof) that is infringing. Scctinn 5.05 -- Limitation of Dwnaues: IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR ITS AFFILI- ATES OR AGENTS BE LIABLE TO LICENSEE FOR ANY OTHER DAMAGES. CLAIMS OR COSTS WHAT- SOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A LICENSOR REPRE- SENTATIVE HAS BEEN ADVISED OF THE POSSIBIL- ITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS AP- PLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. LICENSOR'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLI- ERS, AFFILIATES AND AGENTS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE PRODUCT, IF ANY. In all cases, Licensor shall not be liable for any failure to perform its obligations under this Agrxment because of circumstances beyond the control of Licensor, which such circumstances shall include (without limitation) natural disaster, terrorism, labor disputes, war, declarations of governments, transportation delays, failure of Licensee's Computer or other hardware or systems, telecom- munications failure and misuse of the Software, Product or Documentation by Licensee. Licensor is acting on behalf of its suppliers, affiliates and agents for the purpose of dis- claiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. Any claims under this Agreement. including claims arising out of Licensee's rights under Section 5.04, must be brought within one year of the date on which Licensee became aware or should have become aware of the facts giving rise to such claim. Failure to bring such claims within the specified period shalt result in a complete waiver of Licensee's rights as regards such claims under this Agreement or otherwise Section 6,01 — Owncrshin and Title: Except for the limited license granted herein, all right, tide, and interest throughout the odd in and to (i) the Software, Product and Documentation and (ii) any modifications to or derivative works of all or any part of the Software, Product or any Documentation created by or on behalf of Licensee rLicensee Enhancements") including rights to patents, copyrights, trademarks and trade secrets therein, shall be and remain the exclusive property of Licensor. The source code of the Product, as well as the structure and organization oldie source code, and the Documentation, are the valuable trade secrets and Confidential Information of Licensor. The Software, the Product, and ceratin components of the Product and Documentation, are protected by copyright, including the United States Copyright Act, international treaty provisions and applicable laws in the jurisdictions in which it is being used. Licensee shall not remove or alter any copyright notices, proprietary legends, or any other similar notices affixed by Licensor to the Software, Product or Documentation, and Licensee shall ensure that all such notices will be affixed and clearly visible on any copies or duplicates of the Software, Product or Documentation which Licensee may be authorized to produce pursuant to this Agreement. With respect to any Licensee Enhancements, Licensee names and acknowledges that all right, tide, and intermit throughout the world in and to such Licensee Enhancements shall irrevocably and unconditionally vest in Licensor as an original matter as a "work made for hire" under the U.S. Copyright Act. In the event that any Licensee Enhancement does not qualify as a "work made for hire" as a matter of law, Licensee hereby irrevocably and unconditionally agrees to assign and assigns ell right, tide and interest throughout the world in and to such Licensee Enhancements to Licensor and agrees to execute any and all documents and take any and all funhcr actions required to confirm and perfect such assignment at Licensor's request. Section 6.0: -- Reverse Eneineerint : Reverse engineering, disassembly, decompilation and other source code deriva- tion of the Software or the Product are strictly prohibited. Section 6.03 — Confidentiality: License: hereby acknowledges that the Software, the Product, the Documentation, and related disclosures, include information that is Confidential Information of Licensor. Liccnsex hereby agrees not to disclose such information except to persons and organizations expressly authorized in writing by Licensor to receive such information. The foregoing doss not apply to information: (1) rightfully known by Licensee prior to receipt; or (ii) which becomes public knowledge by acts other than those of the parties after receiving such information; or (iii) is independently developed by Licensee without a breach of obligations hereunder; or (iv) is rightfully received by Licensee from a third party without restriction and without breach adds Agreement. Scotian 6.04 — Conies: Except as expressly authorized in this Agreement, Licensee shall not copy the Software, Product or Documentation and shall not allow the Software, Product or Documentation to be copied without the prior written consent of Licensor. Section 6.05 — Inderrgplratiort: Licensee shall defend, indemnify and hold harmless Licensor against any damages or liability arising from use of the Software, Product or Documentation by Licensee and/or any breach by Licensee of this Agncment I .. \II5('1 ..1,AN (1l;S Section 7.01 — Assignments. Licensee may not assign or otherwise transfer this AgnYmcnt or any right hereunder, including by operation of law, without the prior wnnen consent of Licensor Any purponcd assignment in violation of this Section 7.01 shall be void and without effect Section 7.07, — Entire Aencment This Agreement expresses the entire understanding of the parties and supersedes previous verbal and written agreements between the parties concerning licensing of the Product. Licensee hereby acknowledges that the Documentation shall in no way lessen Licensee's obligations to Licensor under this Agreement or broaden Licensee's rights under this Agreement. Section 7.01 — Equitable Remcdis . Licensee hereby acknowledges that damages at law may be an inadequate remedy for Licensee's breach of this Agreement Therefore, Licensor shall have the right to sock specific performance, injunction or other equitable remedy in the event of a breach of this Agreement by Licensee, without necessity of posting a bond or other security thereof 5ectinn 7.04 — Amendments and Modifications Waivers. alterations, modifications or amendments of a provision of' this Agreement shall not be binding unless such waiver, alteration, modification or amendment is in writing and signed by the party to be bound. 5cctia9 7.05 — Severability: If any provision of this Agreement is mimed d invalid. the remaining provisions shall remain in full force and effect. Section 7.06 — Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision. 5cclion 7.07 — Gavemine Law: This Agn.tm nt shall be govemal by the laws of the State of Minnesota This Agreement will not be govtaned by the conflict of law rules of any jurisdiction or the Unita/ Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Section 7.08 — Notice: Notices shall be in writing and shall be dct.hned delivered in person when delivered by courier or mailed postage to the person and address designated an the Cover Page. Section 7.09 — Bankruptcy: If Licensor must institute, defend, appear or atlextd a bankruptcy proceeding as a result of the filing of bankruptcy by Licensee, fees and expctsen shall be borne by Licensee. If Licensee has a bankruptcy pmcc*..ding fila! against it, Licensor shall recover attorney fees, expert witncss fees. and other costs incurred by such other patty in connection with the bankruptcy proceeding, hearing or trial. If License is subject to insolvency, bankruptcy, or any other such prnceedings, that Licensor may, in its sole discretion, require License: or its receiver or such equivalent party to return the Product(s) and Documentation to Licensor or to destroy them, and, at Licensor's sok discretion, all Support Services hereunder will cease. In all such events as described in this Section, Licensee will not be entitled to any refund of License- Fees or Service Charges. Section 7.10 — Waiver: Waiver of any breach of this Agreement shall not constitute waiver of another brtsch. Failing to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. $e tion 7.11 -- Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Mules of the American Arbitration Association, and will be held at Mad- ison, Wisconsin. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Qualified Arbitrators shall be selecteed by the par- ties in accordance with the Rules of the American Arbitra- tion Association. Each party shall have the right of discov- ery as set forth in the Federal Rules of Civil Procedure. ,Section 7.12—Arbitatinn or Litigation Extxnse In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses of litigation and arbitration (excluding furs and expenses of arbitrators and administrative fees and expenses of arbitration). Section 7.13 — Other Authorizations: Licensee hereby au- thorizes Licensor to list Licensee as a customer and to pro- vide a copy of this AgreeYount in conjunction with a financ- ing transaction, acquisition, merger, or other such transac- tions, or in conjunction with legal or professional consulta- tion. Section 7.14 — Export Rules: Licensee will comply with all applicable export and related laws and regulations, obtain any applicable export licenses, and it will not export or re- export directly or indirectly (including via remote access) any part of the Software, Product, Documentation, and/or technical data to any country subject to an embargo by the United States. Licensee also may not export and/or re- export the Software or the Product, including technical data, to individuals and companies listed on any list of parties proscribed by the United States Government or any agency thereof. In addition, Licensee may not export and/or re- export Software, Product, Documentation and/or technical data, if it knows or has reason to know that a recipient or end-user is engaged in the design, development and use of weapons of mass destruction or is engaged in activities which may be deemed a threat to the national security of the United States. Section 7.15 — Notice to U.S. Government End User& Products acquired with United States Federal Government funds or intended for use within or for any United States federal agency are provided with "Restricted Rights" as defined in DFARS 252.227-7013(c)(1)(ii) or FAR 52.227-19 and are subject to any other such applicable regulations of the U.S. Government. SCHEDULE A COMPUTER SYSTEM DESCRIPTION DataVault ID Hardware Description Serial Number Aristotlelnsight® Appliance 1U Rackmount Server' SGT070717-01 'Contact Scrgcant Labontoriis, inc for tictaihxi hardware specifications. 17160735 AGENDA MEMORANDUM 1St Reading Ordinance for the City Council Meeting of December 11, 2018 2nd Reading Ordinance for the City Council Meeting of January 8, 2019 DATE: November 7, 2018 TO: Keith Selman, Interim City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com 361-826-3932 Accepting and appropriating funds for the Emergency Management Performance Grant CAPTION: Ordinance authorizing acceptance of grant from Texas Department of Public Safety, Governor's Division of Emergency Management, in amount of $56,265.52 for Emergency Management Performance Grant; and appropriating $56,265.52 in Emergency Grants Fund. PURPOSE: The purpose of the grant is to support local comprehensive Emergency Management Programs to encourage improvement of mitigation, preparedness, response and recovery capabilities of all hazards. The funds will be used to distribute information materials to the citizens of Corpus Christi regarding hurricane preparedness; develop and update emergency management plans; conduct full scale exercise; staff training; and support of the dialogic warning system. BACKGROUND AND FINDINGS: Grants are awarded annually by the Texas Department of Public Safety, Governor's Division of Emergency Management according to available amount of funds. No matching funds are required. ALTERNATIVES: Not accepting the Grant. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: City Council approval needed to accept this Grant. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget 0 Encumbered / Expended Amount 0 This item $56,265.52 $56,265.52 BALANCE $56,265.52 $56,265.52 Fund(s): Fund 1063 Emergency Management Grant Comments: Non -Applicable RECOMMENDATION: Staff recommends approval of the Ordinance for the acceptance of the grant and to appropriate $56,265.52 received from the Texas Department of Public Safety, Division of Emergency Management for emergency management preparedness. LIST OF SUPPORTING DOCUMENTS: Ordinance Notice of Subrecipient Grant Award Ordinance authorizing acceptance of grant from Texas Department of Public Safety, Governor's Division of Emergency Management, in amount of $56,265.52 for Emergency Management Performance Grant; and appropriating $56,265.52 in Emergency Management 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 Public Safety, Governor's Division of Emergency Management, in the amount of $56,265.52 for the Emergency Management Performance Grant (EMPG). SECTION 2. That $56,265.52 is appropriated from the Texas Department of Public Safety's, Governor's Division of Emergency Management, Emergency Management Performance Grant Program in the No. 1063 Emergency Management Grants Fund for improving mitigation, preparedness, response, and recovery capabilities for the City of Corpus Christi. 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 M. Guajardo Greg Smith Michael Hunter Vacant Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor 2 TEXAS DEPARTMENT OF PUBLIC SAFETY TEXAS DIVISION OF EMERGENCY MANAGEMENT (TDEM) NOTICE OF SUBRECIPIENT GRANT AWARD Program Title: FY 2018 Emergency Management Performance Grant DHS Instrument Number. EMT -2018 -EP -00008 TDEM Grant Number: 18TX-EMPG-0581 Administered By: Texas Department of Public Safety Texas Division of Emergency Management P.O. Box 4087 Austin, Texas 78773-0220 •SubRecipient: City of Corpus Christi 1201 Leopard St. Corpus Christi, TX 78401-9211 Amount of Grant: 556,265.52 Period of Grant: October 1, 2017 to March 31, 2019 The period ofgrant reflects a six (6) month PROGRAMMATIC EXTENSION ONLY 10 complete and close out your FY i 8 EMPG grant year. Signing Acceptance of this document means that you accept and will comply with all requirements listed in the attached FY 2018 Terms and Conditions. AGENCY APPROVAL GRANT ACCEPTANCE '0„,,.L*1—V 30.1 144 LA--'63—r"'"e...------- Authorised Signature Requited W. Nim Kidd, CEM Assistant Director Texas Department of Public Safety Chief Texas Division of Emergency Management Printed Name/Title: �O 'J01: leis M � i G`4 y obiCorte r #' Date: 10/15/2018 _ , Date: 10-18-1 g Return Signed Copy of This Page within 4S days to: TDEM.EMPGadns.texes.t:ov or mail in a copy; Texas Department of Public Safety Texas Division of Emergency Management Attention: Heather Baxter, Gtant Technician P.O. Box 4087 Finance and Grant Management MSC 0229 Austin, TX 78773-0220 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 4, 2018 Second Reading Ordinance for the City Council Meeting of January 8, 2019 DATE: November 9, 2018 TO: Keith Selman, Interim City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com 361-826-3932 Accepting grant from Koch Companies for the 2018 Helping Heroes Grant Program CAPTION: Ordinance authorizing acceptance of grant from Koch Companies Public Sector, LLC 2018 Helping Heroes Grant Program in the amount of $9,924; and appropriating $9,924.00 into the Fire Grant Fund. PURPOSE: Koch Companies Public Sector, LLC has chosen the Corpus Christi Fire Department to receive a grant of $9,924.00 from their Helping Heroes Grant Program. The funds are to be used to purchase a Hazardous Chemical Detector to assist firefighters in mitigating Hazardous Material. The grant was unsolicited. ALTERNATIVES: If we don't accept the grant, we will have to seek alternative funding. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: City Council approval of this Ordinance to accept and appropriate grant funds. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Finance — Grants and Office of Management and Budget FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget 0 Encumbered / Expended Amount 0 This item $9,924.00 $9,924.00 BALANCE $9,924.00 $9,924.00 Fund(s): Comments: Not -Applicable RECOMMENDATION: Staff recommends approval of this Ordinance to execute all documents necessary to accept the grant and appropriate the funds in the amount of $9,924.00. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance authorizing acceptance of grant from Koch Companies Public Sector, LLC 2018 Helping Heroes Grant Program in the amount of $9,924; and appropriating $9,924 into the Fire Grant 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 accept a grant from Koch Companies Public Sector, LLC 2018 Helping Heroes Grant Program in the amount of $9,924 to be used to purchase a Hazardous Chemical Detector. SECTION 2. That $9,924 from Koch Companies Public Sector, LLC is appropriated in the Fire Grant Fund No. 1062 to be used to purchase a Hazardous Chemical Detector. 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 M. Guajardo Greg Smith Michael Hunter Vacant Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of December 11, 2018 Second Reading Ordinance for the City Council Meeting of January 08, 2019 DATE: TO: FROM: November 28, 2018 Keith Selman, Interim City Manager Arlene Medrano, Business Liaison, City Manager's Office arlenem@cctexas.com (361)826-3356 Operating Budget Amendment CAPTION: Ordinance appropriating $2,072,500 from the unreserved balance of the Downtown TIF #3 fund for approved incentive agreements; and amending the budget. PURPOSE: The purpose of this item is to amend the FY19 TIF #3 Operating budget to reflect incentive and program commitments made and to recommend City Council approve an FY19 operating budget amendment. BACKGROUND AND FINDINGS: Since 2016, the TIRZ #3 Board has approved numerous contracts and commitments to developers (see Contracts & Commitments Report). The commitments below should be encumbered via purchase orders in order to hold funding for these commitments and to reflect an accurate fund balance for the TIRZ #3. In the event that any of these contracts are terminated, the encumbered funds will be released back to the TIF #3 fund balance and made available for other projects. The TIRZ #3 Board approved this item on November 27, 2018. Developer Project Date Approved By Right Amount Approved Stonewater Stonewater Studio 21 (Phase 1) 2nd Payment of $92,500 Broadway Lofts (Phase 2) 04/12/2016 (FY16) $92,500 04/12/2016 (FY16) $420,000 Wisznia 600 Building 11/15/2016 (FY 17) $1,260,00 TBD One -Way Conversion 03/27/2018 (FY18) $200,000 PATCH Ritz Theatre MOU only 07/24/2018 (FY18) $100,000 $2,072,500 ALTERNATIVES: Not approve and continue to manage via Excel sheet instead of in formal channels (not recommended). OTHER CONSIDERATIONS: Budgeted TIF #3 revenue for FY19 is $1,409,018 and is reflected in the FY19 ending balance. CONFORMITY TO CITY POLICY: Conforms with the Tax Code and City Charter. EMERGENCY / NON -EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Budget Finance Legal FINANCIAL IMPACT: X Operating o Revenue Capital Not applicable Fiscal Year: 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $3,204,470 $3,204,470 Encumbered / Expended Amount 0 0 This item $2,072,500 $2,072,500 BALANCE $1,131,970 $1,131,970 Fund(s): Downtown TIF #3 1112 Comment: The TIF #3 FY19 ending balance is $3,204,470. If approved by the TIRZ #3 Board, the budgeted ending balance for FY19 will decrease to $1,031,970 and this item will proceed to City Council for approval and operating budget amendment. RECOMMENDATION: Staff recommends amending the budget. LIST OF SUPPORTING DOCUMENTS: Ordinance Budget Ordinance appropriating $2,072,500 from the unreserved balance of the Downtown TIF #3 fund for approved incentive agreements; and amending the budget. WHEREAS, the budget for Corpus Christi Tax Increment Reinvestment Zone No. 3 (TIRZ #3) was adopted as part of the City's FY2018-2019 operating budget in Ordinance No. 031548; WHEREAS, the TIRZ #3 Board has approved agreements for several incentive projects; and WHEREAS, the funds for the incentive agreements were not appropriated or included in the approved budget; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That funds in the amount of $2,072,500 are appropriated from the unreserved balance of Downtown TIF #3 Fund No. 1112 for previously approved incentive agreements. SECTION 2. That the FY2018-19 operating budget adopted by Ordinance No. 031548 is amended by increasing expenditures by $2,072,500. 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 M. Guajardo Greg Smith Michael Hunter Vacant Debbie Lindsey -Opel Page 1 of 2 That the foregoing ordinance was read for the second time and passed finally on this the day of , 2019, by the following vote: Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez PASSED AND APPROVED on this the day of , 2019. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 2 of 2 City of Corpus Christi - Budget Reinvestment Zone No. 3 Fund 1112 Revenue Detail by Account 1 Account Number Account Description Actual Original Estimated Proposed Revenues Budget Revenues Budget 2016-2017 2017-2018 2 - 017-2018 2018-2019 Reserved for Encumbrances Reserved for Commitments Unreserved Beginning Balance $ 3,092,132 $ - $ 3,626,061 3,627,054 $ 3,092,132 $ 3,626,061 $ 3,627,054 Property Taxes 300020 RIVZ current taxes -City $ 487,188 $ 599,374 $ 599,374 $ 551,802 $ 727,616 300040 RIVZ current taxes -Del Mar 231,814 295,842 295,842 243,158 353,305 300050 RIVZ current taxes -County 290,278 396,057 396,057 293,444 285,996 300110 RIVZ delinquent taxes -City 8,387 2,000 2,000 4,856 5,002 300130 RIVZ delinquent taxes -Del Mar 1,721 1,000 1,000 1,608 1,599 300140 RIVZ delinquent taxes -County 2,210 1,200 1,200 2,032 1,999 300210 RIVZ P & I -City 5,636 3,200 3,200 5,503 5,500 300230 RIVZ P & I -Del Mar 1,401 1,000 1,000 1,858 2,301 300240 RIVZ P & I -County 1,778 1,300 1,300 2,452 2,500 Property Taxes Total $ 1,030,413 $ 1,300,973 $ 1,300,973 $ 1,106,713 $ 1,385,818 Interest and Investments 340900 Interest on Investments $ 28,615 $ 20,000 $ 20,000 $ 30,619 $ 23,200 340995 Net Inc/Dec in FV of Investment (4,893) - 5,184 - Interest and Investments Total $ 23,721 $ 20,000 $ 20,000 $ 35,803 $ 23,200 Intergovernmental Services 304850 THC (Tx Historical Commission) Intergovernmental Services Total Revenue Total Total Funds Available 12,000 $ $ - $ - $ - $ 12,000 $ $ 1,054,135 $ 1,320,973 $ 1,320,973 $ 1,154,515 $ 1,409,018 $ 4,146,267 $ 4,780,575 $ 5,036,072 Note: Reinvestment Zone #3 was established in 2009 to facilitate planning, design and construction of public improvements in the downtown area. Funding comes from post 2009 property value increases from taxing units with property within the boundaries of the zone. City of Corpus Christi - Budget Reinvestment Zone No. 3 Fund 1112 Expenditure Detail by Organization Org. Number Organization Name Actual Expenses 2016 - 2017 Original Budget 2017 - 2018 Amended Budget 2017 - 2018 Estimated Expenses 2017 - 2018 Propose Budget 2018 - 2019 10275 TIRZ#3 Project Plan 60010 Administrative Service Charges Expenditure Total Reserved for Encumbrances Reserved for Commitments Unreserved Closing Balance $ 517,587 $ 2,204,699 2,618 15,301 $ 2,482,608 15,301 $ 1,138,220 15,301 $ 1,776,500 55,102 $ 520,205 $ 2,220,000 $ 2,497,909 $ 1,153,521 $ 1,831,602 3,626,061 $ - $ 3,627,054 3,204,470 $ 3,626,061 $ 3,627,054 $ 3,204,470 Year FY 2016 FY 2017 TY 2018 F Y 2019 -I Proposed $ 3,621,056 Actual Actual Budget EstimaItc: Sieg_ Bal $ 2,253,559 5 2,992,483 $ 3,348,528 3,626,061 + Increment Revenue $ 914,191 5 1,030,413 1,320,973 $ 1,154,516 $ 1,409,013 1 Chaparral St Grant Program $ 71,942 $ 100,000 $ 200,000 $ 200,000 $ 200,000 2 New Tenant Commercial Finish Out Grant Program $ - $ 15,000 $ 100,000 58,220 $ 100,000 3 Downtown Living tnitiative $ $ - $ 725,000 $ 9.2,500 $ - 4 Project Specific Development Agreement $ - $ - $ - 5 Site Management & Development _ $ - $ - $ 100,000 $ 40,000 150,000 6 7 Parking Study & Development $ 98.534 $ 50,000 $ 150,000 5 100,000 $ 200,000 Traffic Pattern Analysis & Streetscapes $ - $ 150,000 $ 500,000 $ 200,000 $ 350,000 70 Streetscape Safety & Right of Way Improvement Program $ 100.000 $ 200,000 8 Other Programs & Initiatives $ - $ 350,000 $ 395,000 $ 410,000 $ 450,000 9 Management& Professional Services 5 4.801 $ 9,358 $ 50,000 $ 35,301 $ 59,102 TOTAL EXPENDITURES 5 175,277 $ 674,368 , $ 2,220,000 5 1,153,521 $ 1,831,692 End hal $ 2,992,483 $ 3,348,528 $ 2,449,501 $ 3,527,05E I $ 3,204,472 KT AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting of January 15, 2019 DATE: January 8, 2018 TO: Keith Selman, Interim City Manager FROM: Mike Markle, Interim Assistant City Manager MikeMa@cctexas.com (361) 826-2601 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Pet Microchips for Animal Care Services CAPTION: Resolution authorizing a one-year supply agreement for PetLink Slim polymer microchips for Animal Care Services with Datamars, Inc., of Woburn, Massachusetts, for an amount not to exceed $31,250, with four additional one-year renewal options for a potential total amount not to exceed $156,250. PURPOSE: This item is to authorize a supply agreement for pet microchips to be used by Animal Care Services. BACKGROUND AND FINDINGS: The PetLink Slim polymer microchips are implanted in animals released from Animal Care Services and are used to locate the owners of lost and found animals so they may be returned. The manufacturer has a publicly accessible website which makes locating owners very expeditious. This brand is preferred by the City Veterinarian over any other existing manufacturer brand. The City currently uses these microchips and website, and Animal Care Services is seeking a long-term supply agreement for continued use with existing product. This is a sole source purchase. Datamars, Inc. is the only company that manufactures and supplies the PetLink Slim polymer microchips. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Police Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $88,580.31 $132,812.50 $221,392.81 Encumbered / Expended Amount $3,006.17 $0.00 $3,006.17 This item $23,437.50 $132,812.50 $156,250.00 BALANCE $62,136.64 $0.00 $62,136.64 Fund(s): General Fund Comments: The initial contract is for an amount not to exceed $31,250.00 for one year, with an estimated expenditure of $23,437.50 to be funded in FY2018-2019. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement Price Sheet Resolution authorizing a one-year supply agreement for PetLink Slim polymer microchips for Animal Care Services with Datamars, Inc., of Woburn, Massachusetts, for an amount not to exceed $31,250, with four additional one-year renewal options for a potential total amount not to exceed $156,250. WHEREAS, Datamars, Inc. will provide the PetLink Slim polymer microchips for Animal Care Services; WHEREAS, this microchip will provide Animal Care Services the ability to locate owners of lost and found animals; 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 public 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) (A), as this purchase is available from only one source due to special processes or patents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or designee, is authorized to execute all documents necessary to secure a supply agreement for the PetLink Slim polymer microchips from Datamars, Inc. of Woburn, Massachusetts, for an amount not to exceed $31,250 with four additional one-year renewal options with a potential total amount not to exceed $156,250. A copy of the agreement will be on file in the Office of the City Secretary. Page 1 of 2 The above resolution was passed by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Joe McComb Mayor day of , 2019 Page 2 of 2 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: NICOLE MALAIN PRICE SHEET PET MICROCHIPS FOR ANIMAL CARE SERVICES Total Price $31,250.00 Datamars, Inc. Woburn, MA ITEM DESCRIPTION QTY. UNIT UNIT PRICE EXTENDED PRICE 1 Pet Microchips: Limited Lifetime - 1 -Yr SLIM 5,000 EA $6.25 $31,250.00 Total Price $31,250.00 SUPPLY AGREEMENT NO. 65267 Pet Microchips for Animal Care Services THIS Pet Microchips for Animal Care Services Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Datamars, Inc. ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Pet Microchips for Animal Care Services in response to Request for Bid No. Sole Source ("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 Pet Microchips for Animal Care 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. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for one year. The parties may mutually extend the term of this Agreement for up to four additional one-year 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. This Agreement is for an amount not to exceed $31,250.00, 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. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 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: Tom Brown Police Department Animal Control Phone: 361-826-4605 Email: TomB@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 001 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. City may inspect all products supplied before 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. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 1, 2018 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. 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 unless the subcontractors were named in the bid or in an attachment to this Agreement. 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. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 1, 2018 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 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, HCA taxes, unemployment taxes and all other applicable 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: Tom Brown Management Assistant 2626 Holly Road, Corpus Christi, TX 78415 Phone: 361-826-4605 Fax: 361-826-4611 IF TO SUPPLIER: Datamars, Inc. Attn: Steve Wilcox Vice President North American PID 250 West Cummings Park, Woburn, MA 01801 Phone: 781-281-2216 Fax: 781-300-7330 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 Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 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. 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. Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 1, 2018 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 if required by said statute. 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 October 1, 2018 SUPPLIER Signature: f1--. W1-4 Printed Name: Stye Wilcox Title: VP, North American PID Date: 11/19/18 CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance — Purchasing Division 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. Sole Source Exhibit 2: Supplier's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 ATTACHMENT A: SCOPE OF WORK LOCATION: Animal Care Services, 2626 Holly Rd, Corpus Christi, TX 78415 SCOPE OF WORK: Contractor will supply individually packaged, standard lot quantities of PetLink Slim polymer microchips. Microchip information must be Chameleon compatible and have a customer accessible search ability. Contractor will ship the microchips to: Corpus Christi Animal Care Services ATTN: Tom Brown 2626 Holly Road Corpus Christi, TX 78415 Point of contact for supply and requisition information is Tom Brown, 361-826-4605 or email TomB©cctexas.com. Page 1 of 1 ATTACHMENT B: BID/PRICING SCHEDULE Invitation to quote, FOB Destination, Freight Included, on the following: DESCRIPTION QTY UNIT UNIT PRICE Pet Microchips: Limited Lifetime - 1 -Yr SLIM Shipping / Freight PRICE TOTAL TOTAL COMPANY: Datamars inc. 5000 EA $6.25 $ 31.250 1 EA NIA NIA $ 31,250 NAME OF PERSON AUTHORIZED TO SIGN: Steve Wilcox ADDRESS: 250 West Cummings Park CITY / STATE/ZIP: Woburn MA 01801 PHONE: (781) 281-2216 EMAIL: tenctersusdcfarnars.com FAX: (181) 300-7330 DATE: 10/5118 SIGNATURE: TITLE: Vice President North American PID Page 1 of 1 ATTACHMENT C: INSURANCE REQUIREMENTS Section 5 is null for this agreement. Page 1 of 1 ATTACHMENT D: WARRANTY REQUIREMENTS Microchip warranty will cover damage caused by faulty material or manufacturing defects for the lifetime of the animal in which the chip has been implanted. Page 1 of 1 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting of January 15, 2019 DATE: December 13, 2018 TO: Keith Selman, Interim City Manager FROM: Belinda Mercado, Director of Information Technology BMercadocctexas.com 361-826-3732 IBM Maximo licenses and maintenance renewal CAPTION: Motion authorizing the City Manager or designee to execute all documents necessary with IBM and IBM Credit, LLC, for the renewal purchase of Maximo software licenses and maintenance for a five-year term, with annual payments not to exceed $234,358.05 subject to sufficient appropriations for a total amount not to exceed $1,171,790.21 payable with funds provided by the Information Technology and Utilities Departments. PURPOSE: To purchase licenses and continued support and maintenance for IBM's Maximo application city-wide to manage and maintain city assets. BACKGROUND AND FINDINGS: The IBM Maximo Application suite of software is used by 443 city staff in numerous departments for daily tracking of assets and maintenance tasks. These departments include Water, Gas, Wastewater, Storm Water, Solid Waste, Streets, Aviation, City Call Center, and Parks and Recreation. Support from the vendor is crucial in maintaining the life of our system. Maximo software has seen an increased use in managing city assets and continues to be adopted city-wide since first implemented in 2002. Information Technology has been in negotiations with IBM for a period of 3 months which has led to the transition from traditional licenses to using a new token model. With this new agreement, users will have access to all functionalities available by the Maximo product and provide license flexibility for increased efficiency. ALTERNATIVES: Operate with no vendor support and maintain current license structure with limited use of IBM Maximo licenses. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed purchase conforms to City purchasing policies and procedures. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal Finance Utilities FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $234,358.05 $937,432.16 $1,171,790.21 Encumbered / Expended Amount 0 0 This item 0 0 BALANCE $234,358.05 $937,432.16 $1,171,790.21 Fund(s): Water, Wastewater, Stormwater & Information Technology Comments: Funds are available in the Information Technology and Utilities Departments budgets for FY2018-2019. Funding will be requested during the normal budget process for all future years. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: IBM Maximo Agreements Software and Services Special Option The terms of this Software and Services Special Option ("SSSO") ("Agreement") amongst City of Corpus Christi ("Client", also called "Customer", "you" and "your") and International Business Machines Corporation (IBM") and IBM Credit LLC ("IGF") allow Client to acquire SSSO Offerings, as defined below, for one bottom- line price, payable in installments, a portion or all of which is prepaid and financed by IGF. These installments, plus the scheduled finance charges for the financed amounts, make up the Option Charges set forth in the "Charges" Section of this Agreement. The terms of this Agreement are in addition to and may modify (for the purposes of this Agreement only), those of the "Associated Documents" which govern the acquisition of the SSSO Offerings. The terms of the Associated Documents are incorporated into this Agreement by reference. IGF will finance a portion or all of the SSSO Offerings charges pursuant to the terms of the Lease/Purchase Master Agreement No: 069457786L. Such agreement, together with, if applicable, any transaction documents such as supplements or schedules thereto that reference this Agreement, each as amended, supplemented or otherwise modified from time to time by any addendum or otherwise are collectively referred to in this Agreement as the "Finance Agreement". All amounts financed will be subject to the Finance Agreement and Client and IGF agree to the terms and conditions of the Finance Agreement and this Agreement by signing a Finance Agreement and this Agreement. The parties acknowledge and agree that this Agreement and the Finance Agreement are separate agreements and that the Finance Agreement remains legally independent from this Agreement and its Associated Documents. The terms and conditions of the Finance Agreement remain unchanged. Neither IBM, nor IGF, nor any other IBM organization or affiliate makes any representation whatsoever regarding Client's accounting treatment applicable to the charges for transactions under this Agreement. IBM accounts for receivables under this Agreement as financing receivables for U.S. reporting purposes. Additional information regarding the financing provided herein is described in the Finance Agreement. 1. Confidentiality Client understands that the terms of this Agreement (including the price offered to Client as part of this offering) are confidential, and Client agrees not to disclose the terms of this Agreement to any third party (including any agent, advisor, or consultant) without IBM's prior written approval pursuant to an IBM three- way non -disclosure Agreement, unless required by law, including but not limited to subpoena, court order, or in response to a request received pursuant to the Texas Public Information Act. IBM and IGF each acknowledge and agree that Client will post this Agreement and related or referenced agreements on the Client's official website used for public viewing of documents presented for approval of Client's governing body. 2. Definitions The definitions in the Associated Document(s) shall apply to any capitalized term in this Agreement, unless such term is modified by this Agreement. Authorized Use — the specified level at which Client is Authorized to execute or run the Program. That level may be measured by number of users, millions of service units ("MSU's"), Processor value units ("PVUs") or other level of use specified by IBM. Eligible Token Product — An offering specified in the Schedule for Token Licensing ("Schedule") included as Appendix A to this Agreement which is provided pursuant to a Token License. Extended Price — summary of the price offered in Section 9: Charges. IBM License Key Server (also "LKS") — means an application that serves license keys for Eligible Token Products running on remote machines or on the same machine as the license server. International Passport Advantage Agreement ("IPAA") — is the agreement under which IBM provides various products to its customers per the terms and conditions of the agreement, including on-going support. SSSO — V16 Page 1 of 10 Software and Services Special Option Option Charges — means the sum of the charges for the SSSO Offerings (as defined below), including all amounts due to IGF under the Finance Agreement for any financing thereof. Proof of Entitlement ("POE") — evidence of Client's Authorized use. The POE is also evidence of Client's eligibility for warranty, future update prices, if any, and potential special or promotional opportunities. If IBM does not provide Client with the POE, then IBM may accept as the POE the original paid sales receipt or other sales record from the party (either IBM or its reseller) from whom Client obtained the Program, provided that it specifies the Program name and Authorized Use obtained. Relationship Suggested Volume Price ("RSVP") — is a pricing methodology available in accordance with its terms contained in the IPAA. System Management Facility ("SMF") — is a component of z/OS that collects and records a variety of system and job-related information. Token — A unit of value that is exchanged periodically via the IBM License Key Server (i.e., checked -in and checked -out) and can be expended toward use of Eligible Token Products. As long as the total amount of Tokens used at any one time does not exceed the number of Tokens authorized in your PoE(s), you may use the Token(s) for a single Eligible Token Product or any combination of the Eligible Token Products. Token License — A Fixed Term license to use the Eligible Token Products as conveyed by the terms of the SSSO Agreement. Token Value — The quantity of Tokens required to use an Eligible Token Product pursuant to a Token License. Each Eligible Token Product is assigned a Token Value in the Schedule. 3. Contract Term This Agreement starts on January 31, 2019 ("Start Date") and remains in effect up to and including January 31, 2024 ("End Date"), unless terminated earlier as provided herein. Client may only purchase SSSO Offerings (as defined below) during the contract term. 4. SSSO Offerings The offerings that qualify for the terms of this Agreement ("SSSO Offerings") may only be acquired directly from IBM and are as follows: Products included in Appendix A — Schedule for Token Licensing, which is attached to and made part of this Agreement (the "Listed Software Products") are comprised of the following: Eligible Token Products 5. Associated Documents and Use of SSSO Offerings The following IBM Agreements comprise the Associated Documents and govern this Agreement and the use of SSSO Offerings: 1. State of Texas DIR Contract: DIR-TSO-3996, including all appendices. 6. Authorizations a. This Agreement grants you Tokens for you to expend toward your use of the Eligible Token Products up to the number of Tokens authorized herein. Tokens may not be reclassified to increase or decrease the number of Tokens authorized herein. SSSO — V16 Page 2 of 10 Software and Services Special Option b. To increase the number of Tokens procured you must execute a new Agreement or an Amendment to the Schedule. 7. Additional Terms a. Eligible Token Products may contain a disabling device that will prevent them from being used after the end of the Fixed Term. You agree not to tamper with this disabling device or the Eligible Token Products. You should take precautions to avoid any loss of data that might result when the Eligible Token Products can no longer be used. b. Token Licenses cannot be converted into perpetual licenses and do not entitle you to any option to purchase or discount towards a perpetual license. Should you wish to acquire any such perpetual licenses to the Eligible Token Product(s), contact your local sales representative. c. Tables below will outline the quantity of Tokens purchased. d. Acquisitions made under this Agreement may not be resold, rented, leased or transferred to third parties. 8. Verification Client may deploy the SSSO Offerings, as permitted by Client's Associated Documents up to the maximum level of use authorizations (quantities) specified in this Agreement. If Client's actual deployment of any of the Listed Software Products has exceeded the specified maximum level of use authorizations (quantities), Client agrees to promptly notify IBM of such excess and to pay separately for such excess as IBM specifies in its invoice, at Client's then -current (1) RSVP level price for Programs made available under the IPAA and (2) suggested retail price for Programs not made available under the IPAA. Client is responsible for (a) creating and maintaining accurate records of all deployments of SSSO Offerings and of use authorizations (quantities), (b) ensuring that Client does not exceed Client's use authorizations. and (c) remaining in compliance with the terms of this Agreement and the Associated Documents, including, without limitation, all of IBM's applicable licensing and pricing qualification terms (independently or collectively the "License Terms"). Upon reasonable notice, IBM may verify Client's compliance with the License Terms at all sites and for all environments in which Client uses (for any purpose) SSSO Offerings, subject to the License Terms. Such verification will be conducted in a manner that minimizes disruption to Client's business and may be conducted on Client's premises, during normal business hours. IBM may use an independent auditor ("Auditor") to assist with such verification, provided IBM has a written confidentiality agreement in place with such Auditor. Client agrees to provide to IBM and the Auditors accurate written records, system tool outputs (including without limitation the retained SMF 30 subtype 4 records), and other system information sufficient to provide auditable verification that Client's use of all SSSO Offerings is in compliance with the License Terms. The rights and obligations set forth in this section (Verification) remain in effect during the term of this Agreement and for two years thereafter. IBM will notify Client in writing if any such verification indicates that Client have used any of the SSSO Offerings in excess of its use authorizations or are otherwise not in compliance with the License Terms. In addition to Client's obligations to pay for any excess use, Client agrees to promptly pay directly to IBM the charges that IBM specifies in an invoice for: (1) S&S for the SSSO Offerings in such excess use for the lesser of the duration of such excess use or two years; and (2) any additional contractually binding or legally obligated charges and liabilities determined as a result of such verification, such as taxes, duties and regulatory fees. Unless specifically agreed herein or in another signed agreement in writing between Client and IBM, the licenses for the Programs and S&S acquired under this Agreement may not be used to settle or resolve any software license non-compliance by Client that occurred prior to the Start Date of this Agreement. Further, SSSO — V16 Page 3 of 10 Software and Services Special Option unless otherwise agreed to by the parties in writing, the licenses for the Programs and S&S acquired under this Agreement may not be used as authorization to deploy Programs prior to the Start Date. 9. Charges Subject to annual appropriation of funds, Client shall pay IBM for all SSSO Offerings provided under this Agreement. Client is responsible for making all IGF financing payments, including the portion of the Option Charges due to IGF, without any right of set-off, defense or claim of any kind in accordance with the terms of the Finance Agreement. IGF has authorized IBM to serve as its billing and collection agent for the portion of the Option Charges that are due to IGF under the Finance Agreement. Payments are inclusive of the IGF financing charges, which are subsidized from the software purchase. The Option Charges are due on or before the following dates as follows: Due Date January 31, 2019 January 31, 2020 January 31, 2021 January 31, 2022 January 31, 2023 Amount Due $234,358.04 $234,358.04 $234,358.04 $234,358.04 $234,358.05 Payment in full will be made in accordance with the Payment table listed above. The Option Charges do not include any additional amounts incurred pursuant to the section of this Agreement entitled "Verification". The Option Charges and any additional charges beyond the Option Charges incurred pursuant to the section entitled "Verification" are exclusive of any applicable duties, fees and taxes. Client is responsible for any such duties, fees and taxes including, but not limited to, withholding taxes and, if as a result of Client moving, accessing or using any of the SSSO Offerings across a border, any customs duty, tax, levy or fee (including withholding taxes for the import or export of any such SSSO Offering). The Option Charges are not cancelable except as may be otherwise provided in the section of this Agreement entitled "Termination". 10. Termination Appendix A, "Standard Terms and Conditions for Product and Related Services Contracts" to the State of Texas DIR Contract, DIR-TSO-3996 contains provisions applicable to this Agreement pertaining to contract enforcement and pertaining to termination of this Agreement by Client including termination due to non - appropriation of funds. Subject to the payment of the amounts described below, this Agreement may be terminated by mutual written agreement of the parties. Upon termination Client will pay to IBM any unpaid portion of the Option Charges ("Remaining Charges"), including, but not limited to any amounts due pursuant to the Section of this Agreement entitled "Verification", plus any taxes which arise on or before the date of the termination. The Remaining Charges include the finance charges set forth in the section of the Finance Agreement related to termination and/or financing prepayment. Notwithstanding any such termination, but subject to Client's payment of the Remaining Charges the S&S for the Listed Software Products for the term of the coverage period specified herein continues in accordance with the terms and conditions of the Associated Documents. 11. General a. Acquisitions made under this Agreement may not be resold, rented, leased or transferred to third parties. SSSO — V16 Page 4 of 10 Software and Services Special Option b. Each party will identify one point of contact to facilitate communication between the parties and the management of this Agreement. c. Client may not transfer or assign this Agreement without the written consent of IBM and IGF. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assignees. d. It will be considered a material breach of this Agreement if Client sets -off, or attempts to set-off, any payments due IBM and IGF under this Agreement by any amounts IBM or IGF owes Client, or may owe Client, under other agreements Client may have with IBM or IGF or if Client refuses to make payments under this Agreement based upon any dissatisfaction Client may have under any such other agreements. The prices and terms of this Agreement will not become effective unless Client returns a signed copy of this Agreement with Client's order to IBM on or before January 31, 2019. The parties agree that this Agreement, including all Associated Documents, and the Finance Agreement, are the complete agreement between us and replaces any prior oral and/or written communications between us concerning this subject matter. By signing below, the parties agree to the terms of this Agreement and the Associated Documents. If there is a conflict among terms of this Agreement and those of the Associated Documents, for the purposes of this Agreement, those of this Agreement prevail. Agreed to: Agreed to: City of Corpus Christi International Business Machines Corporation By By Authorized signature Authorized signature Name (type or print): Name (type or print): Position (type or print): Position (type or print): Date: Date: Client IBM Customer number: 1753842 Client address: 1201 Leopard St. Corpus Christi, Texas 78401-2162 Agreed to: IBM Credit LLC By Authorized signature Name (type or print): Position (type or print): Date: SSSO — V16 Page 5 of 10 Software and Services Special Option Appendix A: Schedule for Token Licensing This Schedule, No. "TKN 1" specifies the Eligible Token Products and begins on January 31, 2019 and ends on January 31, 2024. A. Summary and Coverage Dates This section summarizes the Eligible Token Products, Current Software License S&S, and Token S&S, described in Tables 1 and Tables 2 Table 1 - Token Table Description Period Start Date Period Stop Date Quantity 60 month Token License including 12 months Token S&S See Table 2 Token License 1/31/2019 ~— Token S&S included with License 1/31/2019 . Token License 1/30/2024 Token S&S included with License 1/30/2020 2232 Current Software License S&S — Year 1 See Appendix B - Supplement for Token Flexibility Enhancement No. 2 2/1/2019 1/31/2020 Token License S&S coverage - Year 2 See Table 2 1/31/2020 1 /30/2021 2232 Current Software License S&S - Year 2 See Appendix B - Supplement for Token Flexibility Enhancement No. 2 2/1/2020 1/31/2021 Token License S&S coverage - Year 3 See Table 2 1/31/2021 1 /30/2022 2232 Current Software License S&S - Year 3 See Appendix B - Supplement for Token Flexibility Enhancement No. 2 2/1/2021 1/31/2022 Token License S&S coverage - Year 4 See Table 2 1/31/2022 1 /30/2023 2232 SSSO — V16 Page 6 of 10 Software and Services Special Option Current Software License S&S - Year 4 2/1/2022 1/31/2023 $154.36 See Appendix B - Supplement for Token Flexibility Enhancement No. 2 Token License S&S coverage - Year 5 1/31/2023 1/30/2024 2232 See Table 2 Current Software License S&S - Year 5 2/1/2023 1/31/2024 See Appendix B - Supplement for Token Flexibility Enhancement No. 2 The Supplement for Token Flexibility Enhancement, No. "TKN 2", included as Appendix B, describes the details and terms of use for Current Software Licenses being enhanced with Token flexibility. Although a Token License is a Fixed Term Token License, Software Subscription and Support ("S&S") is included in the first year of the Initial Token Licenses specified in Table 1. The Extended Price listed in Section 9 Charges includes the total charges for the 5 years of Token Licenses, as well as the Token License S&S for the first year (12 months) only. B. Additional Terms Future Purchases of Additional Tokens: Provided your S&S has not lapsed and that Client has obtained authority and additional appropriations, prior to 1/31/2022 for each net minimum order in the amount of $100,000.00 or more, you may purchase additional Tokens for the Eligible Token Products listed in this Schedule No. "TKN #1", Table 2 ("Additional Tokens") for the 12 month Fixed Term unit prices specified for the applicable ordering period stated below. Additionally, when you order Additional Tokens, you agree to order all subsequent Fixed Terms for the Additional Tokens such that all Additional Tokens are licensed for an entire Fixed Term made coterminous to 1/30/2024, in which case a portion of the last Fixed Term may be prorated. Each Fixed Term includes S&S for the applicable Eligible Token Products. You must purchase no fewer than the number of Tokens corresponding to one user (e.g., floating user, server, etc., as applicable), as shown in the Schedule under the heading, "Token Value" for each Eligible Token Product included in a single order. Ordering Period Token Unit Price Including S&S (12 -month Fixed Term) 1/31/2019 — 1/31/2022 $154.36 The following terms apply to Additional Token purchases: 1) For all subsequent Fixed Term periods, Client agrees to order the Additional Tokens such that all Tokens are licensed for an entire Fixed Term, including S&S, and are made coterminous to the End Date. 2) A portion of the last Fixed Term may be prorated. 3) You must purchase no fewer than the number of Tokens corresponding to one user (e.g., floating user, server, etc., as applicable), as shown in the Schedule under the heading "Token Value" for each Eligible Token Product or Token -enabled product included in a single order. To be eligible for the pricing referenced in this section, Additional Tokens: (1) cannot be deployed prior to the time of the order, (2) must be made generally available by IBM to its clients (i.e., not withdrawn from marketing and/or S&S), and (3) must be ordered directly from IBM by providing written authorization to IBM SSSO — V16 Page 7 of 10 Software and Services Special Option (e.g., through order form, order letter, or purchase order). IBM will provide an amendment to this Agreement with an updated Schedule to reflect the additional Tokens licensed. C. Reporting "Average Active Use Token Report" means a report provided to IBM by Client of the average tokens in active use by Client, by product, during a collection period of no less than sixty (60) consecutive days during a Reporting Period, and summed across all license servers, for all Eligible Token Products. "Peak Use Token Report" means a report provided to IBM by Client showing the highest reported concurrent Token use, summed across all license servers, for all Eligible Token Products during a Reporting Period. "Reporting Period(s)" mean each twelve (12) month period of the Term with the first twelve (12) month period beginning on the Effective Date of the Agreement. "Final Token Report" means the last report before the Agreement End Date. "Final Token Reporting Date" means 60 days prior to the End Date of the Agreement. Reporting is required annually and 60 days prior to the End Date. At each anniversary Client will provide IBM with an Average Active Use Token Report and Peak Use Token Report. For the Final Token Report Client will provide the Average Active Use Token Report and the Peak Use Token Report on the Final Token Reporting Date. The Final Token Report must be certified as complete and accurate by one of Client's senior executives or one of Client's financial auditor's officers. Further, each report must include supporting documentation sufficient to allow IBM to determine the factual and analytical basis of such report and its conclusions. Each party will identify one point of contact that will be responsible for reporting between the parties. The reports are to be submitted via email to tknrptta�us.ibm.com on or before each reporting due date. The following information required on the Average Active Use Report for Eligible Token Products: 1. Token Product Description 2. Average Active Use Product Report 1 — Average Active Use Token Report Report 1 — Average Active Use Token Report 60 Date Ran • e covered b this Re • ort: Month Da , Year to Month Da , Year Token Product Description Average Active Use IBM Maximo Asset Management for Concurrent User per token Initial FT License + S&S xx IBM Maximo Asset Management Scheduler for Concurrent User per token Initial FT License + S&S xx IBM Maximo for Utilities for Concurrent User per Token Initial FT License + S&S xx SSSO — V16 Page 8 of 10 Software and Services Special Option Report 2: Peak Use Token Report Report 2 - Peak Use Token Report Peak use of Tokens: ### on Month Day Year D. Token Part Numbers Table 2 — Initial Token Part Numbers including 12 Months Token S&S and Required Token License S&S Part Numbers Iriitial Token License Required Subsequent Year Token License S&S Description of Token Products for 60 months Initial Token License includes 12 months of S&S; Subsequent Year Token S&S provides S&S coverage for entire Token term Token Value Unit of Measure D1ZZSLL EOPFCLL IBM Maximo Asset Management for Concurrent User per token Initial FT License + S&S 14 Concurrent User D200MLL EOPFXLL IBM Maximo Asset Management Scheduler for Concurrent User per token Initial FT License + S&S 4 Concurrent User D203NLL EOPH3LL IBM Maximo for Utilities for Concurrent User per Token Initial FT License + S&S 17 Concurrent User E. Two Year Token Term Extension Provided your Token S&S has not lapsed and that Client has obtained authority and additional appropriations, Client may notify IBM by 12/31/2023 (30 days prior to contract end) of your wish to extend the term of this Agreement for 1 additional 2 -year period after the End Date. The price will be $131.55 per Token per year, which will include a fixed term token license and S&S for 2 years. A minimum order quantity of 2232 Tokens of eligible Maximo products in the current agreement will apply to this term extension. IBM will provide an Amendment to this Agreement for this term extension that must be executed prior to 1/31/2024. SSSO — V16 Page 9 of 10 Software and Services Special Option Appendix B: Supplement for Token Flexibility Enhancement Client has requested to enhance certain IBM software licenses by adding the flexibility of Token Licensing. Table A, below, contains your current software licenses for IBM Programs as of January 1, 2019 (the "Current Software") that will be subject to this Supplement for Token Flexibility Enhancement ("Supplement"). The terms of the Current Software licenses are modified by the Agreement together with this Supplement as follows: 1. The period of Token flexibility provided by this Supplement, No. "TKN #2", begins on February 1, 2019 and ends on January 31, 2024 (the "Term"). 2. Beginning on 2/1/2020 or after the completion of migration to Maximo 7.6.1 whichever comes earlier, your Current Software Licenses shall be classified as inactive, and you will be provided with new Token License keys that will allow Token usage. 3. During the Term following the completion of migration to Maximo 7.6.1, you may use the Eligible Token Products listed in Table A pursuant to the Token License granted under the Agreement. You may not use the Current Software license keys previously provided to you. In addition, you may not use the Current Software licenses as part of any IBM offered trade -up. 4. Upon expiration of the Term, your right to use the Token License keys will end and you may resume use of the Current Software license keys. 5. Fees associated with this Supplement are provided in Schedule No. "TKN #1". During the Term, you must maintain IBM Software Subscription and Support for the Current Software licenses listed in Table A. You further acknowledge that under this Supplement you are being provided discount on standard Token prices in consideration of your continued payment of Software Subscription and Support for the Current Software licenses. 6. This Supplement does not add to your existing Current Software license entitlements. It only adds the flexibility of a Token License to your existing license entitlements up to the total number of Tokens authorized in your new Token Proof of Entitlement. Table A IPAA Site Number Current Software Programs Renewal Part Number Number of Licenses Eligible Token Product Token Part Number 7933771 MAXIMO ASSET MANAGEMENT LIMITED USE AUTHORIZE USR ANNUAL SW S&S RNWL EOAUILL 420 IBM Maximo Asset Management for Concurrent User per token Intl FT License + S&S DIZZSLL 7933771 MAXIMO ASSET MANAGEMENT AUTHORIZED USER ANNUAL SW S&S RNWL EOAU2LL 12 IBM Maximo Asset Management for Concurrent User per token Intl FT License + S&S DIZZSLL 7933771 MAXIMO FOR UTILITIES AUTHORIZED USER ANNUAL SW S&S RNWL EOAUFLL 25 IBM Maximo for Utilities for Concurrent User per Token Initial FT License + S&S D203NLL SSSO —V16 Page 10 of 10 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government Licensed Software & Services Only Lease/Purchase Master Agreement No: 069457786L This Lease/Purchase Master Agreement For State and Local Government ("Agreement") covers the terms and conditions under which IBM Credit LLC will finance various charges. This Agreement and its applicable Supplements and Addenda along with any required documents that reference this Agreement or a Supplement, and which are listed in the applicable Supplement,are the complete agreement regarding the Financing Transactions and replace any prior oral or written communications between both parties. Any addenda to this Agreement or an applicable Supplement ("Addenda") must be agreed to in writing by both Lessee and Lessor. Any attachment to this Agreement or an applicable Supplement ("Attachment") must be referenced in such Agreement or Supplement. If there is a conflict of terms among the documents, the order of precedence will be as follows: (a) attachments or addenda to the Supplement, (b) Supplement, (c) Attachments or Addenda to the Agreement, (d) this Agreement. By signing below, both parties agree to the terms of this Agreement. Once signed, any reproduction of this Agreement or a Supplement made by reliable means (for example, photocopy or facsimile) is considered an original. Part 1 - Definitions The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement" means this Lease/Purchase Master Agreement. "Commencement Date" is the date when the term of a Financing Transaction and Lessee's obligation to pay Lease Payments for such Financing Transaction commence, which date shall be set forth in each Lease/Purchase Supplement. "Event of Default" is defined in Section 12.1. "Financed Items" means any software program licenses, maintenance, services, and other one-time charges to be lease/purchased pursuant to this Agreement, and with respect to each Lease/Purchase Supplement, such items described therein. "Financing Transaction" means the lease/purchase transaction for Property set forth in any Lease/Purchase Supplement entered into pursuant this Agreement. "Lease/Purchase Supplement" or "Supplement" means a Lease/Purchase Supplement in the form attached hereto. "Lease Payments" means the Lease Payments payable by Lessee under Part 6 of this Agreement and with respect to each Lease/Purchase Supplement, the Payment Amounts set forth in each Lease/Purchase Supplement in Exhibit 1 thereto. "Lease Payment Dates" means the dates for the Lease Payments as set forth in the Payment Schedules for each Lease/Purchase Supplement. "Lease Term" means, with respect to a Financing Transaction, the Original Term and all Renewal Terms. The Lease Term for each Financing Transaction entered into hereunder shall be set forth in a Lease/Purchase Supplement, as provided in Section 4.2. "Lessee" or "Customer" means the entity identified on the Supplement, and its permitted successors and assigns. "Lessor" means the entity identified on the Supplement, and its successors and assigns. "Nonappropriation Event" is defined in Section 6.6. "Original Term" means, with respect to a Financing Transaction, the period from the Commencement Date until the end of the budget year of Lessee in effect at the Commencement Date. "Payment Schedule" means, with respect to a Financing Transaction, a schedule of lease payments for the Original Term and all Renewal Terms that indicates the Payment Due Date, the Lease Payment, the Interest Component and the Prepayment Price as set forth in each Payment Schedule. "Property" means, collectively, Financed Items lease/purchased pursuant to this Agreement, and with respect to each Lease/Purchase Supplement, the Financed Items described in such Lease/Purchase Supplement. "Renewal Terms" means the renewal terms of a Financing Transaction, each having a duration of one year and a term coextensive with Lessee's budget year. "State" means the state or commonwealth where Lessee is located. "Supplier" means International Business Machines Corporation "IBM", or any other manufacturer, vendor or provider of the Property leased/purchased by Lessee. 2126 -5798 -US -04 (10/2018) Page 1 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government Part 2 - Separate Financings Each Supplement executed and delivered under this Agreement shall be a separate financing, distinct from other Supplements. Without limiting the foregoing, upon the occurrence of an Event of Default or a Nonappropriation Event with respect to a Supplement, Lessor shall have the rights and remedies specified herein with respect to the Property financed and the Lease Payments payable under such Supplement, and except as expressly provided in Section 11.2 below, Lessor shall have no rights or remedies with respect to Property financed or Lease Payments payable under any other Supplements unless an Event of Default or Nonappropriation Event has also occurred under such other Supplements. Part 3 - Lessee's Covenants As of the Commencement Date for each Supplement executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: a. Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Supplement and the transactions contemplated thereby and to perform all of its obligations thereunder. Lessee has a substantial amount of one or more of the following sovereign powers: (i) the power to tax, (ii) the power of eminent domain, and (iii) the police power. b. Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. c Lessee has been duly authorized to execute and deliver this Agreement and the Supplement by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Supplement, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Supplement and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date, Lessee shall cause to be executed an Opinion of Lessee's Counsel in substantially the form attached to the form of the Supplement as Exhibit 2 and a Lessee's Certificate in substantially the form attached to the form of the Supplement as Exhibit 3. d. During the Lease Term for the Supplement, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. e. Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Supplement in such form and containing such information as may be requested by Lessor. f. Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Supplement and will not use or permit the use of the Property in such a manner as to cause a Supplement to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that no part of the proceeds of the Supplement shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Supplement to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Supplement. g. The execution, delivery and performance of this Agreement and the Supplement and compliance with the provisions hereof and thereof by Lessee does not conflict with, or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease of, or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. h. Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days' prior notice to Lessor. Part 4 - The Transactions 4.1 Lease of Property. On the Commencement Date of each Financing Transaction executed in the Supplement hereunder, Lessor will be deemed to demise, lease and let to Lessee, and Lessee will be deemed to rent, lease and hire from Lessor, the Property described in such Supplement, in accordance with this Agreement and such Supplement, for the Lease Term set forth in such Supplement. 2126 -5798 -US -04 (10/2018) Page 2 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government 4.2 Lease Term. The term of each Financing Transaction shall commence on the Commencement Date set forth in the Certificate of Acceptance and shall terminate upon payment of the final Lease Payment set forth in such Payment Schedule, unless terminated sooner pursuant to this Agreement or the Supplement. 4.3 Delivery. Installation and Acceptance of Property. Lessee shall order the Property, shall cause the Property to be delivered and installed at the locations specified in the applicable Supplement, and shall pay all taxes, delivery costs and installation costs, if any, in connection therewith. To the extent funds are deposited under an escrow agreement for the acquisition of the Property, such funds shall be disbursed as provided therein. When the Property described in such Supplement is delivered, installed and accepted as to Lessee's specifications, Lessee shall immediately accept the Property and evidence said acceptance by executing and delivering to Lessor the Certificate of Acceptance substantially in the form attached to the Supplement. 4.4 Assignment to Lessor. With respect to Property, Lessee assigns for security purposes to Lessor, effective upon Lessor signing the Supplement, its right to purchase the Property from its Supplier. Although Lessor shall have the obligation to pay the Supplier for the Property, not to exceed the principal amount set forth in the Supplement, all other rights and obligations as defined in the agreement between Lessee and Lessee's Supplier governing the purchase of the Property ("Purchase Agreement") shall remain with Lessee. Lessee represents that it has reviewed and approved the Purchase Agreement. Lessor will not modify or rescind the Purchase Agreement. 4.5 Credit Review. For each Financing Transaction, Lessee consents to a reasonable credit review by Lessor. Part 5 - Enjoyment of Property Lessee shall during the Lease Term peaceably and quietly have, hold and enjoy the Property, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. Neither Lessor nor its successors or assigns shall interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the subject Supplement. Part 6 - Payments 6.1 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional, statutory or charter limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the faith and credit or taxing power of Lessee. Upon the appropriation of Lease Payments for a fiscal year, the Lease Payments for said fiscal year, and only the Lease Payments for said current fiscal year, shall be a binding obligation of Lessee; provided that such obligation shall not include a pledge of the taxing power of Lessee. 6.2 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under each Supplement, exclusively from legally available funds, in lawful money of the United States of America, to Lessor in such amounts and on such dates as described in the applicable Payment Schedule, at Lessor's address set forth as the "remit to" address in the invoice, unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on any delinquent Lease Payments in an amount sufficient to cover all additional costs and expenses incurred by Lessor from such delinquent Lease Payment. In addition, Lessee shall pay a late charge of five cents per dollar or the highest amount permitted by applicable law, whichever is lower, on all delinquent Lease Payments and interest on said delinquent amounts from the date such amounts were due until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. 6.3 Interest Component. A portion of each Lease Payment due under each Supplement is paid as, and represents payment of, interest, and each Supplement hereunder shall set forth the interest component (or method of computation thereof) of each Lease Payment thereunder during the Lease Term. 6.4 Lease Payments to be Unconditional SUBJECT TO SECTION 6.6, THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE SUPPLEMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY SUPPLIER AS PROVIDED IN SECTION 9.2. 6.5 Continuation of Lease by Lessee. Lessee intends to continue all Supplements entered into pursuant to this Agreement and to pay the Lease Payments thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Lease Payments during the term of all Supplements can be obtained. Lessee agrees that during the budgeting process for each budget year its staff will provide to the governing body of Lessee notification of any Lease Payments due under the Supplements during the following budget year. 6.6 Nonappropriation. If, during the then current Original Term or Renewal Term, sufficient funds are not appropriated to make Lease Payments required under a Supplement for the following fiscal year, Lessee shall be deemed to not have renewed such Supplement for the following fiscal year and the Supplement shall terminate at the end of the then current Original Term or Renewal Term and Lessee shall not be obligated to make Lease Payments under said Supplement beyond the then current fiscal year for which funds have been appropriated. Upon the occurrence of such nonappropriation (a "Nonappropriation Event") Lessee shall, no later than the end of the fiscal year for which Lease Payments have been appropriated, deliver possession of the Property under said Supplement to Lessor. If Lessee fails to deliver possession of the Property to Lessor upon termination of said Supplement by reason of a Nonappropriation Event, the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal Z126 -5798 -US -04 (10/2018) Page 3 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government to the portion of Lease Payments thereafter coming due that is attributable to the number of days after the termination during which the Lessee fails to deliver possession and for any other Toss suffered by Lessor as a result of Lessee's failure to deliver possession as required. In the event of a Nonappropriation Event under a Supplement, Lessee shall cease use of all software financed or acquired under the applicable Supplement and shall confirm and state in writing to Lessor that it has: (1) deleted or disabled all files and copies of the software from the equipment on which it was installed; (2) retumed all software documentation, training manuals, and physical media on which the software was delivered; and (3) has no ability to use the returned software. Lessee shall also cease receipt and/or acceptance of any Property consisting of services which shall not have been performed by the service provider prior to the date of such Nonappropriation Event. Lessor may, by written instructions to any escrow agent who is holding proceeds of the Supplement, instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to Lessee's obligations under the Supplement and this Agreement. Lessee shall notify Lessor in writing within seven (7) days after the failure of the Lessee to appropriate funds sufficient for the payment of the Lease Payments, but failure to provide such notice shall not operate to extend the Lease Term or result in any liability to Lessee. In the event of such nonappropriation, upon request from Lessor, Lessee agrees to provide in a timely manner, written evidence of such nonappropriation, a copy of the fiscal year budget in which such nonappropriation occurred and any other related documentation reasonably requested by Lessor. Part 7 - Title to the Property Software that the Lessee acquires from the Supplier and finances with Lessor remains the property of the licensor. Ownership of the software is governed by the license agreement between the licensor and the Lessee and is not affected by this Agreement. Part 8 - Ancillary Charges 8.1 Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Property free of all levies, liens and encumbrances, except for the interest of Lessor under this Agreement. The parties to this Agreement contemplate that the Property will be used for a governmental or proprietary purpose of Lessee and, therefore, that the Property will be exempt from all property taxes. The Lease Payments payable by Lessee under this Agreement and the Supplements hereunder have been established to reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to obtain said exemption. Nevertheless, if the use, possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Property. Lessee shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term for such Property. 8.2 Insurance. This section intentionally left blank. 8.3 Advances. This section intentionally left blank. Part 9 - Warranties; Use of Financed Items 9.1 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made (or will make) the selection of the Property from the Supplier based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that (a) neither the Supplier nor any sales representative or other agent of Supplier, is (i) an agent of Lessor, or (ii) authorized to make or alter any term or condition of this Agreement, and (b) no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, the Supplements, or the existence, furnishing, functioning or use of any item, product or service provided for in this Agreement or the Supplements. 9.2 Supplier's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights (including without limitation warranties) related to the Property against the Supplier. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Supplier of the Property, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Supplier of the Property. 9.3 Use of the Property. Lessee will not install, use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement and the applicable Supplement. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Property. In addition, Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Property (including compliance with any applicable privacy laws, rules or regulations and in conjunction therewith Lessee, upon cessation of the use, operation and control of, and prior to any disposition of the Property, shall destroy any data contained thereon that would be subject to such privacy laws, rules or regulations); provided that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable Z126 -5798 -US -04 (10/2018) Page 4 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Property or its interest or rights under this Agreement. Lessee shall promptly notify Lessor in writing of any pending or threatened investigation, inquiry, claim or action by any governmental authority which could adversely affect this Agreement, any Supplement or the Property thereunder. Part 10 - Prepayments Lessee shall have the option to prepay in whole, but not in part, the Lease Payments due under a Supplement on any Lease Payment Date, at the Prepayment Price set forth in the Payment Schedule as the "Prepayment Price", plus any past due amounts, accrued interest to the date of such prepayment and any other monetary amounts due under the Supplement to Lessor. The Prepayment Price shall be an amount equal to the present value of the remaining Lease Payments multiplied by the Prepayment Fee Rate set forth in such Lease Payment Schedule as the "Prepayment Fee Rate". Upon payment of all Lease Payments or the prepayment of all Lease Payments under the applicable Supplement, and performance by Lessee of all other terms, conditions and provisions hereof, Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer, without warranty by or recourse to Lessor, of all of Lessor's right, title and interest in and to the Property subject to such Supplement to Lessee. Part 11 - Assignment: Risk of Loss 11.1 Assignment by Lessor. Lessor's right, title and interest in, to and under each Supplement and the Property under such Supplement may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor without the consent of Lessee; provided that any assignment shall not be effective against the Lessee until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in this Agreement and the Supplements. 11.2 Supplements Separate Financings. Assignees of the Lessor's rights in one Supplement shall have no rights in any other Supplement unless such rights have been separately assigned. 11.3 Assignment and Subleasing by Lessee. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT OR ANY SUPPLEMENT AND IN THE PROPERTY MAY BE ASSIGNED, SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any request by Lessee to assign a Supplement or any Property thereunder must be accompanied by an opinion of tax counsel satisfactory to Lessor that the assignment will cause no material change to the federal income tax treatment of the amounts payable as interest under the Supplement. 11.4 Risk of Loss Covenants. Lessee shall not be required to indemnify or hold Lessor harmless against liabilities arising from the Agreement. However, as between Lessor and Lessee, and to the extent permitted by law, Lessee shall bear the risk of loss for, shall pay directly, and shall defend Lessor against any and all claims, liabilities, proceedings, actions, expenses, damages or losses arising under or related to the Property, including, but not limited to, the possession, ownership, lease, use or operation thereof, except that (provided that Lessee has complied with its obligations under Section 9.3) Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses, damages or losses that arise directly from events occurring after Lessee has surrendered possession of the Property in accordance with the terms of the Agreement to Lessor or that arise directly from the gross negligence or willful misconduct of the Lessor. Part 12 - Defaults and Remedies 12.1 Events of Default Defined. Any of the following shall constitute an "Event of Default" under a Supplement: a. Failure by Lessee to pay any Lease Payment under the Supplement or other payment required to be paid with respect thereto at the time specified therein; b. Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Supplement, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; c. Any statement, representation or warranty made by Lessee in or pursuant to the Supplement or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; d. Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or e. An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its Z126 -5798 -US -04 (10/2018) Page 5 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days. The foregoing provisions of Section 12.1 are subject to the following limitation: if by reason of force majeure Lessee is unable in whole or in part to perform its agreements under this Agreement and the Supplement (other than the obligations on the part of Lessee contained in Part 6 hereof) Lessee shall not be in default during the continuance of such inability. The term "force majeure" as used herein shall mean the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies or officials, or any civil or military authority; insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control of Lessee. A Nonappropriation Event is not an Event of Default. 12.2 Remedies on Default. Whenever any Event of Default exists with respect to a Supplement, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: a. Without terminating the Supplement, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end of the then current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Supplement from prior budget years, and such amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less; b. Lessor may terminate the Supplement, and require Lessee to discontinue use of any Financed Items, and return to Lessor, at Lessee's expense the Financed Items; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Supplement, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee. Lessee shall confirm and state in writing to Lessor that it has: (1) deleted or disabled all files and copies of the software from the equipment on which it was installed; (2) returned all software documentation, training manuals, and physical media on which the software was delivered; and (3) has no ability to use the returned software; c By written notice to any escrow agent who is holding proceeds of the Supplement, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee's obligations under the Supplement; d By written notice and demand to Lessee, Lessee shall cease receipt and/or acceptance of any Property consisting of services which shall not have been performed by the service provider prior to the date of Event of Default; e Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Supplement and this Agreement. 12.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Part it shall not be necessary to give any notice, other than such notice as may be required in this Part. 12.4 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement, Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's costs of collection, including reasonable attorney fees, whether or not suit or action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee, shall be secured by this Agreement until paid and shall bear interest at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. In the event suit or action is instituted to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys' fees at trial or on appeal of such suit or action or in any bankruptcy proceeding, in addition to all other sums provided by law. Part 13 - General 13.1 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid, to the parties hereto at the addresses immediately after the signatures to this Agreement/Supplement (or at such other address as either party hereto shall designate in writing to the other for notices to such party). 13.2 Arbitrage Certifications. Lessee shall be deemed to make the following representations and covenants as of the Commencement Date for each Supplement: a. The estimated total costs, including taxes, freight, installation, cost of issuance, of the Financed Items under the Supplement will not be less than the total principal amount of the Lease Payments. Z126 -5798 -US -04 (10/2018) Page 6 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government b. Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be used to pay the Lease Payments under the Supplement, or (ii) that may be used solely to prevent a default in the payment of the Lease Payments under the Supplement. c The Property under the Supplement has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last maturity of the Lease Payments under the Supplement. d There are no other obligations of Lessee which (i) are being sold within 15 days of the Commencement Date of the Supplement; (ii) are being sold pursuant to the same plan of financing as the Supplement; and (iii) are expected to be paid from substantially the same source of funds. e The officer or official who has executed the Supplement on Lessee's behalf is familiar with Lessee's expectations regarding this Section 13.2. To the best of Lessee's knowledge, information and belief, the facts and estimates set forth in herein are accurate and the expectations of Lessee set forth herein are reasonable. 13.3 Further Assurances. Lessee agrees to execute such other and further documents, including, without limitation, confirmatory financing statements, continuation statements, certificates of title and the like, and to take all such action as may be necessary or appropriate, from time to time, in the reasonable opinion of Lessor, to perfect, confirm, establish, reestablish, continue, or complete the interests of Lessor in this Agreement and the Supplements, to consummate the transactions contemplated hereby and thereby, and to carry out the purposes and intentions of this Agreement and the Supplements. 13.4 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Any county, township, municipality, political subdivision or affiliate (collectively, "Affiliate") of Lessee may enter into a Financing Transaction under this Agreement by signing a Supplement referencing this Agreement and so will be bound to the terms and conditions of this Agreement as Lessee. Nothing in this Agreement obligates the Lessor to provide financing to an Affiliate. 13.5 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 13.6 Amendments. Changes and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification does not apply to outstanding Supplements at the time of such amendment or modification. 13.7 Execution in Counterparts. This Agreement and the Supplements hereunder may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 13.8 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. 13.9 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. 13.10 Accounting. Neither International Business Machines Corporation ("IBM"), nor any other IBM organization or affiliate makes any representation whatsoever regarding Lessee's accounting treatment applicable to the Agreement. IBM accounts for receivables under this Agreement as financing receivables for US reporting purposes. 13.11 Business Contact Information. IBM and its affiliates, and their contractors and subprocessors, may store and otherwise process business contact information (BCI) of Lessee personnel and authorized users, for example name, business telephone, address and email, in connection with this Agreement wherever they do business. Where notice to or consent by the individuals is required for such processing, Lessee will notify and obtain the consent of any such individuals. 13.12 Account Data. Account Data is information, other than data and information ("Content") from all equipment and BCI, that Lessee provides to IBM to enable Lessee's acquisition and use of Eligible Products or that IBM collects using tracking technologies, such as cookies and web beacons, regarding Lessee's use of IBM products. IBM and its affiliates, its contractors and subprocessors may use Account Data for example, to enable product features, administer use, personalize experience, and otherwise support or improve use of IBM Products. The IBM Online Privacy Statement at https://www.ibm.com/privacy/details/us/en/ and applicable attachments or transaction documents provides additional details. Z126 -5798 -US -04 (10/2018) Page 7 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government Agreed to: Agreed to: CITY OF CORPUS CHRISTI IBM Credit LLC By: By: Authorized Signature Authorized Signature Name (type or print): Name (type or print): Title (type or print): Title (type or print): Date: Date: Email Address: Z126 -5798 -US -04 (10/2018) Page 8 of 8 Supplement No: 060405 IBM Credit LLC Lease/Purchase Supplement Page 1 of 2 Lease/Purchase Master Agreement No.: 069457786L Lessee Name and Address: CITY OF CORPUS CHRISTI 1201 LEOPARD CORPUS CHRISTI TX 78401-2120 Lessor Name and Address: IBM Credit LLC 7100 Highlands Parkway Smyrna, GA 30082 igfnadoc@us.ibm.com This Supplement to the above referenced Lease/Purchase Master Agreement ("Agreement") is executed between CITY OF CORPUS CHRISTI ("Lessee") and IBM Credit LLC ("Lessor"). Payment Period means the period for which a Payment is due and payable (e.g., Month, Quarter). Payment Period is: Monthly Quote Validity Date is the date by which the executed Supplement must be returned to Lessor. Quote Validity Date is: January 31, 2019 Supplier: IBM CORPORATION TAXABLE FINANCING TRANSACTION(S) Ref No. Qty. Property Description Original Term (months) Amount Financed ($) Interest Rate (%) Planned Commencement Month 1 1 9EL1 ELA IBM SW ENTERPRISE LICENSE AGRE 60 362,342.88 0.00 January 2019 SPECIAL TERMS AND CONDITIONS: The following shall apply to this entire transaction. 1. For equipment, software and services not supplied by IBM, Lessor may pay fees to the supplier and/or other third -party firms for administrative services provided in connection with the transaction contemplated under this Agreement. Details are available upon request. 2. Leases under this Agreement are to finance one-time charges for products provided to Lessee by International Business Machines Corporation under the terms of the Software and Services Special Option, with a Start Date of 01/31/2019 (as amended, supplemented or otherwise modified from time to time). 3. The Commencement Date for the Financing Transaction shall be the same date as the Start Date defined herein. Total Payments is as stated in the Software and Services Special Option with a Start Date of 01/31/2019 among CITY OF CORPUS CHRISTI, International Business Machines Corporation, and IBM Credit LLC (as amended, supplemented or otherwise modified from time to time, the ("Software Agreement"), and is a portion of the Option Charges due thereunder. Financing Prepayment - If the Software Agreement is terminated for any reason including Lessee's default (the date of such termination, the "Termination Date"), then upon such Termination Date Lessee shall owe to Lessor any of the unpaid IGF financing payments in accordance with the terms of the Finance Agreement. Such financing payments are included as part of "Remaining Charges" as such term is defined in the Software Agreement .Upon Lessee's indefeasible payment of the Remaining Charges, the Financing Transaction set forth herein shall be prepaid and shall terminate. Lessee may not prepay the Financing Transaction set forth on the above -referenced Schedule except as expressly set forth herein. Remedies - Upon Lessee's default under this Agreement, (the date of such default, "Date of Default"), Lessee shall pay to Lessor the following amounts: (a) all Option Charges that are due and to become due, up to and including the Default Settlement Date that follows the Date of Default; plus (b) the Settlement Charge corresponding to that Default Settlement Date. Lessee shall also pay any taxes, charges, and fees that are due or to become due, up to and including that Default Settlement Date. Default Settlement Date Settlement Charge 01/31/2020 $261,992.10 01/31/2021 $185,581.16 01/31/2022 $116,206.37 01/31/2023 $54,224.97 01/31/2024 $0.00 Z126 -6420 -US -01 (05/2015) X00075468-11 Supplement No: 060405 IBM Credit LLC Lease/Purchase Supplement Page 2 of 2 ADDITIONAL TERMS AND CONDITIONS: Planned Commencement Month" means for the Financing Transaction to commence, the acceptance date must be prior to the end of the month of "Planned Commencement Month" indicated above unless otherwise approved by Lessor. The Lease Payment Schedule for this Supplement sets forth the scheduled Lease Payments under this Supplement. Notwithstanding the terms of this Agreement and provided no event of default exists, the Commencement Date for this Supplement shall be the last day of the Planned Commencement Month. With respect to Financed Items consisting of prepaid maintenance, Lessee accepts the terms of the prepaid maintenance and agrees to look solely to the maintenance provider for provision of such maintenance in accordance with the terms of the contracts with the maintenance provided for said maintenance. The interest rates applicable to a Supplement may reflect fees or other consideration Lessor receives from Lessee's Suppliers that is passed on to Lessee in the form of lower rates. For a Taxable Financing Transactions, the following provisions of the Lease/Purchase Master Agreement shall not be applicable: (i) Part 3, paragraph (f), (ii) Section entitled Arbitrage Certifications. Lessor reserves the right to reject any invoice that is: (i) not for information technology Equipment or related software or services, or (ii) dated more than 90 days prior to the date Lessor receives authorization from Lessee to finance. Capitalized terms set forth in this Supplement or in the attachments, but not defined herein or therein, shall have the meaning set forth in the Lease/Purchase Master Agreement. The complete terms and conditions of the Lease/Purchase Master Agreement are incorporated by reference. In addition to a Supplement, and as a requirement to entering into of Lease/Purchase Supplement, Lessee shall provide in completed and executed form, acceptable to Lessor, the additional documents attached to this Supplement that may include: (a) Payment Schedule for a Supplement, (b) Opinion of Counsel to the Lessee, (c) Lessee's Certificate, (d) Certificate of Acceptance, (e) State Addendum, if applicable and attached. The Agreement referenced above shall be incorporated herein by reference. Lessee hereunder shall be bound to the terms and conditions of the Agreement as Lessee. The Agreement, this Supplement and any applicable attachments or addenda are the complete, exclusive statement of the parties with respect to the subject matter herein. These documents supersede any prior oral or written communications between the parties. By signing below, Lessee represents and warrants that Lessee's name as set forth in the signature block below is Lessee's exact legal name and the information identifying Lessee's state of organization is true, accurate and complete in all respects. By signing below, both parties agree to the terms represented by this Agreement as it may be amended or modified. Delivery of an executed copy of any of these documents by facsimile or other reliable means shall be deemed to be as effective for all purposes as delivery of a manually executed copy. Lessee acknowledges that we may maintain a copy of these documents in electronic form and agrees that copy reproduced from such electronic form or by any other reliable means (for example, photocopy, image or facsimile) shall in all respects be considered equivalent to an original. Agreed to: Agreed to: CITY OF CORPUS CHRISTI IBM Credit LLC By: By: Authorized signature Authorized signature Name (type or print): Name (type or print): Title (type or print): Title (type or print): Date: Date: Z126 -6420 -US -01 (05/2015) X00075468-11 IBM Credit LLC Lease Payment Schedule Lessee Name: CITY OF CORPUS CHRISTI Lease/Purchase Supplement No: 060405 Commencement Date The Commencement Date shall be the date of acceptance of the Property as set forth in the Acceptance Certificate executed by the Lessee and filed with the Lessor. The Lease Payment Due Dates listed below are based on the date of acceptance being a date on or before the end of the Planned Commencement Month. Lease Payment Schedule Total Principal Amount: $362,342.88 Interest Rate for Schedule: 0.00% Prepayment Fee Rate: n/a Payment No. Lease Payment Due Dates Lease Payments ($) Principal Component ($) Interest Component ($) Prepayment Price (After Making Payment for Said Due Date) ($) 2 3 2/01/2019 3/01/2019 100,350.78 4/01/2019 5/01/2019 6/01/2019 7/01/2019 8/01/2019 9/01/2019 10/01/2019 11/01/2019 12/01/2019 1/01/2020 2/01/2020 76,410.94 3/01/2020 4/01/2020 5/01/2020 6/01/2020 7/01/2020 8/01/2020 9/01/2020 10/01/2020 11/01/2020 12/01/2020 1/01/2021 2/01/2021 69,374.79 3/01/2021 4/01/2021 5/01/2021 6/01/2021 7/01/2021 8/01/2021 9/01/2021 10/01/2021 11/01/2021 12/01/2021 100,350.78 76,410.94 69,374.79 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Z126 -5744 -US -03 (05/2015) Page 1 of 3 362,342.88 261,992.10 261,992.10 261,992.10 261,992.10 261,992.10 261,992.10 261,992.10 261,992.10 261,992.10 261,992.10 261,992.10 185,581.16 185,581.16 185,581.16 185,581.16 185,581.16 185,581.16 185,581.16 185,581.16 185,581.16 185,581.16 185,581.16 185,581.16 116,206.37 116,206.37 116,206.37 116,206.37 116,206.37 116,206.37 116,206.37 116,206.37 116,206.37 116,206.37 116,206.37 IBM Credit LLC Lease Payment Schedule Lessee Name: CITY OF CORPUS CHRISTI Lease/Purchase Supplement No: 060405 Payment No. Lease Payment Due Dates Lease Payments ($) Principal Component ($) Interest Component ($) Prepayment Price (After Making Payment for Said Due Date) ($) 4 5 1/01/2022 0.00 116,206.37 2/01/2022 61,981.40 61,981.40 0.00 54,224.97 3/01/2022 0.00 54,224.97 4/01/2022 0.00 54,224.97 5/01/2022 0.00 54,224.97 6/01/2022 0.00 54,224.97 7/01/2022 0.00 54,224.97 8/01/2022 0.00 54,224.97 9/01/2022 0.00 54,224.97 10/01/2022 0.00 54,224.97 11/01/2022 0.00 54,224.97 12/01/2022 0.00 54,224.97 1/01/2023 0.00 54,224.97 2/01/2023 54,224.97 54,224.97 0.00 0.00 3/01/2023 0.00 0.00 4/01/2023 0.00 0.00 5/01/2023 0.00 0.00 6/01/2023 0.00 0.00 7/01/2023 0.00 0.00 8/01/2023 0.00 0.00 9/01/2023 0.00 0.00 10/01/2023 0.00 0.00 11/01/2023 0.00 0.00 12/01/2023 0.00 0.00 1/01/2024 0.00 0.00 Totals: 362,342.88 362,342.88 0.00 Z126 -5744 -US -03 (05/2015) Page 2 of 3 IBM Credit LLC Lease Payment Schedule Lessee Name: CITY OF CORPUS CHRISTI Lease/Purchase Supplement No: 060405 QTY Product Description Serial No. / Alteration Reference No. Principal Amt ($) 1 9EL1 ELA IBM SW ENTERPRISE LICENSE AGRE 362,342.88 Totals: 362,342.88 Lessee: CITY OF CORPUS CHRISTI By: Authorized signature Name (type or print): Title (type or print): Date: Z126 -5744 -US -03 (05/2015) Page 3 of 3 LESSEE'S CERTIFICATE IBM Credit LLC Page 1 of 2 Re: Lease/Purchase Supplement No. 060405 to Lease/Purchase Master Agreement No. 069457786L between IBM Credit LLC and CITY OF CORPUS CHRISTI ("Lessee"). The undersigned (person signing at the bottom of this document), being the duly qualified and acting representative of the Lessee with the title indicated at the bottom of this document does hereby certify, as of the date executed, as follows: 1. Lessee did, by motion, resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above -referenced Lease/Purchase Supplement and any related documents entered into pursuant to the Lease/Purchase Master Agreement (the "Lease/Purchase Supplement") by the following named representative of Lessee, to wit: NAME OF EXECUTING OFFICIAL(S) AUTHORIZED TO SIGN ANY LEASE/PURCHASE SUPPLEMENT DOCUMENTS (incl. CERT of ACCEPTANCE) NOTE: THE PERSON SIGNING AT THE BOTTOM OF THIS DOCUMENT SHOULD NOT TITLE OF EXECUTING OFFICIAL(S) SIGNATURE OF EXECUTING OFFICIAL(S) ( ) BE LISTED IN THIS TABLE And/Or And/Or And/Or And/Or 2. The above-named representative(s) of the Lessee held at the time of such authorization and holds at the present time the office set forth above. 3. Any meeting(s) of the governing body of the Lessee which were required for the Lease/Purchase Supplement to be approved and authorized to be executed, were duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Lease/Purchase Supplement and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of the Lease/Purchase Supplement have been: (a) held within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Lessee, if any, and the laws of the State. The meeting of the governing body of the Lessee at which the Lease/Purchase Supplement was approved and authorized to be executed was held on [Lessee must enter the meeting date or "n/a"]. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or a Non -appropriation Event (as such terms are defined in the Lease/Purchase Master Agreement (the "Master Agreement")) exists at the date hereof with respect to this Lease/Purchase Supplement or any other Lease/Purchase Supplements under the Master Agreement. 5. The acquisition of all of the Property under the Lease/Purchase Supplement has been duly authorized by the governing body of Lessee. 6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year under the Lease/Purchase Supplement and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 7. Lessee represents and warrants that the Property is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. 8. Bank Qualified Tax -Exempt Obligation under Section 265 (Consult tax counsel for applicable provisions.). [Lessee must select one option below.] Lessee hereby designates this Lease/Purchase Supplement as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax-exempt obligations (excluding private activity bonds other than qualified 501(c)(3) bonds and including all tax-exempt obligations of subordinate entities of the Lessee) during the calendar year in which the Commencement Date of this Lease/Purchase Supplement falls, in an amount not exceeding $10,000,000. or Not applicable Z126 -5746 -US -03 (02/2017) Exhibit 3 LESSEE'S CERTIFICATE IBM Credit LLC Page 2 of 2 9. Has Lessee ever terminated a lease or financing contract prior to the expiration of its term (including all permitted renewal terms) due to nonappropriation or other provision permitting Lessee to terminate in Lessee's discretion? [Lessee must select one option below.] Yes _ No . If yes, then please describe the circumstances of such termination: 10. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Lease/Purchase Supplement or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Lease/Purchase Supplement, or the validity of the Master Agreement or the Lease/Purchase Supplement, or the payment of principal of or interest on, the Lease/Purchase Supplement; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Lease/Purchase Supplement; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Lease/Purchase Supplement. Lessee: CITY OF CORPUS CHRISTI **By (Signature): *PRINTED NAME: *TITLE: *DATE: *"'SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN IN THE TABLE ABOVE. (I.E. SIGNER MUST NOT BE THE SAME PERSON WHO SIGNED THE LEASE/PURCHASE SUPPLEMENT DOCUMENTS) A SELECTION OR RESPONSE MUST BE MADE IN REGARDS TO STATEMENTS 3, 8 & 9. *ALL FIELDS ARE REQUIRED TO BE COMPLETED. Z126 -5746 -US -03 (02/2017) Exhibit 3 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting January 15, 2019 DATE: January 8, 2019 TO: Keith Selman, Interim City Manager FROM: Belinda Mercado, Director of Information Technology Department BMercado@cctexas.com (361) 826-3732 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Service Agreement for Maximo Software Consultant Services CAPTION: Motion authorizing a one-year service agreement for Maximo software services and maintenance support with Barton & Loguidice D.P.C. of Liverpool, New York for an amount not to exceed $140,600, with two additional one-year renewal options for a potential total amount not to exceed $421,800. PURPOSE: This item is to approve a service agreement with Barton & Loguidice D.P.C. for Maximo software services and maintenance support for the Information Technology Department. BACKGROUND AND FINDINGS: The City of Corpus Christi has been utilizing Maximo software applications since 2002 from version 4.11 to the current version of 7.6.0.9. Maximo supports hundreds of users assigned to various City departments. This service agreement with a qualified Maximo software services and maintenance support provider will supplement the City's Information Technology Department's continuing effort in providing excellent Maximo support and advanced training opportunities. In addition, the portion of the service agreement that is funded by the Utilities and Gas departments will provide development of specific Maximo tools and applications. The Purchasing Division conducted a competitive Request for Bid process to obtain bids from qualified firms to provide Maximo software services and maintenance support for the Information Technology Department for Bid No. 1885. The City received two bids; staff concluded the lowest responsive, responsible bidder is Barton & Loguidice D.P.C. Staff recommends award to Barton & Loguidice D.P.C. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Information Technology Utilities Department Gas Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $1,997,815.94 $281,200.00 $2,279,015.94 Encumbered / Expended Amount $847,735.42 $0.00 $847,735.42 This item $140,600.00 $281,200.00 $421,800.00 BALANCE $1,009,480.52 $0.00 $1,009,480.52 Fund(s): Water Fund, Wastewater Fund, Gas Fund and Info Tech Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation BID TABULATION CITY OF CORPUS CHRISTI PURCHASING DIVISION SR. BUYER: JOHN ELIZONDO RFB NO. 1885 MAXIMO SOFTWARE SERVICES AND MAINTENANCE SUPPORT Barton & Loguidice, D.P.C. Liverpool, NY Starboard Consulting, LLC Longwood, FL ITEM DESCRIPTION UNIT QTY UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE 1 Maximo Software Services and Maintenance Support Hrs. 1,000 $140.60 $140,600.00 $155.00 $155,000.00 TOTAL $140,600.00 TOTAL $155,000.00 SERVICE AGREEMENT NO. 1885 THIS Maximo Software Services and Maintenance Support Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home - rule municipal corporation ("City") and Barton & Loguidice, D.P.C. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Maximo Software Services and Maintenance Support in response to Request for Bid/Proposal No. 1885 ("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: Scope. Contractor will provide Maximo Software Services and Maintenance Support ("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 one year, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to two additional one-year 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. This Agreement is for an amount not to exceed $140,600, 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. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 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: Belinda Mercado Information Technology Department Phone: 361-826-3740 email: BMercado@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 that 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. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 1, 2018 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products 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. (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. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 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 Tess 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 Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 1, 2018 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 unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, 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. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 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 applicable 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: Belinda Mercado Title: Director of Information Technology Address: 1201 Leopard St. Corpus Christi, TX 78401 Phone: 361-826-3740 Fax: 361-826-3048 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: Barton & Loguidice, D.P.C. Attn: Timothy Taber Title: Vice President Address: 443 Electronics Parkway, Liverpool, NY 13088 Phone: 315-457-5200 Fax: 315-451-0052 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, 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 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 1, 2018 Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 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, Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 1, 2018 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 CONTRACTOR Signature: Printed Name: o / er` Title: t(c.e Pce3 t -- Date: Date: t fai Zo 7 - CITY CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance - Purchasing Division Date: Attached and Incorporated by Reference: Affachment A: Scope of Work Affachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 1885 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 ATTACHMENT A - SCOPE OF WORK 1 General Requirements/Background Information The Contractor shall provide Maximo Software Services and Maintenance Support as outlined in this Scope of Work. 2 Scope of Work A. The Contractor shall provide Maximo Software Services and Maintenance Support on an as needed basis for the tasks listed below: 1. Mobile Application Development, Testing, and Deployment 2. Meters and Condition Monitoring Development, Testing and Deployment 3. Developing Applications 4. Troubleshooting Operational Issues with Maximo Production 5. Database Management and Repair 6. Developing New Integration solutions between Maximo and other Software 7. Modifications to the Maximo User Interface 8. Maximo Up Grade 9. Installing Patches 10. Developing Custom Reports 11. Developing Work Flows 12. Developing and Managing Assets 13. Training Note: the tasks listed above are estimated to take no more than a total of 1000 hours combined to complete. 3 Work Site and Conditions The work shall be performed remotely using existing remote access connections. 4 Special lnstructions A. The Contractor will be issued Task Orders outlining what, when and how specific tasks should be completed. The Task Orders will also state the required results expected to be produced in terms of quality, quantity, time and appearance. B. The Contractor shall provide a breakdown of the hours it takes to complete each assigned task. After a task is completed, the Contractor will provide a burn rate of the balance of hours remaining under contract. C. The timeframe for all the work performed under the contract is when the allotted hours, estimated at 1,000 hours per year, have expired. ATTACHMENT B - SCHEDULE OF PRICING Item Description UNIT QTY Unit Price Total Price 1 Maximo Software Services and Maintenance Support Hrs. 1,000 $140.60 $140,600 ATTACHMENT C - INSURANCE AND BOND REQUIREMENTS Section 5. (a) & (b) is null for this Service Agreement. ATTACHMENT D - WARRANTY REQUIREMENTS Section 8 (a) & (b) is null to this service agreement. DATE:January 8, 2019 TO:Keith Selman, Interim City Manager FROM:Jim Davis, Director of Asset Management jimd@cctexas.com (361) 826-1909 Becky Perrin, Interim Director, Parks and Recreation Department BeckyP@cctexas.com 361-826-3464 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing the purchase of four Kubota utility vehicles for Beach Operations from Kubota Tractor Corporation of Torrance, California via the BuyBoard cooperative for a total amount not to exceed $62,357.96. PURPOSE: This item is to approve the purchase of four Kubota Utility Vehicles for Beach Operations. BACKGROUND AND FINDINGS: Parks and Recreation has budgeted two utility vehicles for replacement in the FY 2018- 2019 in State Hot fund 1032-13842, and two utility vehicles are budgeted for replacement in the FY 2018-2019 in General Fund 1020-12940. The utility vehicles will be utilized by Beach Operations for daily operations by lifeguards on McGee beach including turtle patrol, beach cleanup on the gulf beaches and for beach permit sales. Utilization of the BuyBoard cooperative provides competitive pricing for the City through competitive procurements that are in compliance with Texas local and state procurement requirements. Kubota Utility Vehicles for Beach Operations AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting January 15, 2019 ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City’s purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Parks and Recreation Department FINANCIAL IMPACT: X Operating □ Revenue □Capital □Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $268,017.96 $0.00 $268,017.96 Encumbered / Expended Amount $133,017.96 $0.00 $133,017.96 This item $62,357.96 $0.00 $62,357.96 BALANCE $72,642.04 $0.00 $72,642.04 Fund(s): State HOT Beach Fund and General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price List CITY OF CORPUS CHRISTI PURCHASING DIVISION SR. BUYER: JOHN ELIZONDO ITEM DESCRIPTION UNIT UNIT PRICE EXTENDED PRICE 1 Kubota all-terrain utility vehicles 4 $15,589.49 $62,357.96 Total Price $62,357.96 PRICE SHEET Torrance, California Kubota Tractor Corporation of Kubota Utility Vehicles for Beach Operations Project No.: E12206 1 PM/CJ Legistar No.: 19-0023 Rev. 1 – 12/12/2018 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting of January 15, 2019 DATE:December 19, 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, Executive Director of Water Utilities dang@cctexas.com (361) 826-1718 CAPTION: Motion to authorize execution of Change Order No. 2 with CSA Construction Inc., of Houston, TX in the amount of $403,920 for a total restated fee of $23,650,887 for Oso Water Reclamation Plant (Oso WRP) Headworks and Lift Station project. PURPOSE: This change order upgrades the proposed new bar screen to a more sustainable type bar screen and provides more extensive refurbishments for two existing generators. BACKGROUND AND FINDINGS: On January 9, 2018, City Council awarded the Oso WRP Headworks and Lift Station construction project. The project provides major rehabilitation to the plant and includes replacement of bar screen and relocation of two existing generators from Resaca Lift Station to Oso WRP. The bar screen is the primary filtration system to remove large objects, such as rags, plastic, and other large items from the influent waste stream at the plant. The bar screen specified in the Construction Contract Change Order No. 2 Oso Water Reclamation Plant Headworks and Lift Station (CIP Wastewater) Project No.: E12206 2 PM/CJ Legistar No.: 19-0023 Rev. 1 – 12/12/2018 contract was newer technology that has not proven as sustainable and cost effective for maintenance and operations. During construction, a more durable bar screen was recommended to improve reliability and overall effectiveness. This same bar screen has been successfully used at other City wastewater treatment plants. The generators are necessary to ensure reliability in event of a power outage. Relocation and refurbishment of two generators was part of the project, however, the extent of refurbishment is greater than was anticipated at time of design. Proposed improvements in the change order return the generators to “like-new” condition. This change order in the amount of $403,920 represents a total change of 1.7% of the original contract amount. ALTERNATIVES: 1.Authorize execution of Change Order. (Recommended) 2.Do not authorize execution of Change Order. (Not Recommended) OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Complies with statutory requirements for construction contracts and change orders. Conforms to FY 2019 Capital Improvement Planning (CIP) Budget. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Water Utilities Department FINANCIAL IMPACT: Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 16,477,256 13,770,644 8,000,000 38,247,900 Encumbered / Expended Amount 16,477,256 16,477,256 This item 403,920 403,920 Future Anticipated Expenditures This Project 13,366,724 6,973,289 20,340,013 BALANCE 0 0 1,026,711 1,026,711 Fund(s): Wastewater CIP Project No.: E12206 3 PM/CJ Legistar No.: 19-0023 Rev. 1 – 12/12/2018 RECOMMENDATION: Staff recommends the approval of Change Order No. 2 with CSA Construction, Inc. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Change Order PROJECT BUDGET ESTIMATE FUNDS AVAILABLE: Wastewater CIP………………………………………………………………………………………………………………….$30,247,900 Future Wastewater CIP…………………………………………………………………………………………………………8,000,000 TOTAL FUNDS AVAILABLE…………………………………………………………………………………….$38,247,900 FUNDS REQUIRED: Construction and Contingency Fees……………………………………………………………………………………………………………………25,190,238 Construction (CSA Construction, Inc.) ……………………………………………………………23,246,967 Change Order #1 (CSA Construction, Inc.) THIS CONTRACT………………..403,920 Contingency (10%)……………………………………………………………………………………………………………………1,539,351 Construction Testing and Inspection Fees:………………………………………………………………..874,885 Construction Material Testing Agreement……………………………………………….109,927 Construction Inspection Estimate………………………………………………………764,958 Design Fees:………………………………………………………………………………………………………………..9,998,629 **Original (LNV, Inc.)……...……...…………………………………………………….9,998,629 Amendment No. 1 (LNV, Inc.)…………………………………………………………..0 Amendment No. 2 (LNV, Inc.)…………………………………………………………..0 Amendment No. 3 (LNV, Inc.)…………………………………………………………..0 Amendment No. 4 (LNV, Inc.)…………………………………………………………..0 Amendment No. 5 (LNV, Inc.)…………………………………………………………..0 Reimbursements and Miscellaneous Fees:………………………………………………………………………………………………………….1,157,437 Contract Administration (Engineering Svcs Admin/Capital Budget/Finance)……………………….382,479 Engineering Services (Project Mgmt/Constr Mgmt)………………………………………………………………………….764,958 Misc…………………………………………………………………………………………………………………………….10,000 TOTAL………………………………………………………………………………………………………………………………………$37,221,189 ESTIMATED PROJECT BUDGET BALANCE…………………………………………………………………………………………$1,026,711 *Testing services will be executed as a Task Order under future Master Service Agreement **Contract approved by City Council on June 11, 2013 by Motion No. M2013-102 Oso Water Reclamation Plant Headworks and Lift Station CHANGE ORDER NO:2 CHANGE ORDER DATE: PROJECT:Oso Water Reclamation Plant Headworks & Lift Station PROJECT NUMBER: CONTRACTOR:CSA Construction, Inc.ORIGINAL CONTRACT TIME:730 CD's ENGINEER:LNV Engineering ADDITIONS Quantity Unit Unit Price 1 HRM Environmental - Bar Screen - Vulcan Stair Screen to a Multi-Rake Screen 1 LS $ 298,102.00 2 SCI/Cummins - Generator Repairs 1 LS $ 105,818.00 Additional Calendar Days requested 30 NET TOTAL OF THIS CHANGE ORDER: Original Contract Amount Previously Approved Change Order Amount Proposed Change Order Amount Revised Contract Amount Percent of Total Change Orders (including this CO) Original Contract Time for Substantial Completion CD's Notice to Proceed Date Original Substantial Completion Date Previously Approved Change Order Time CD's Additional Time on This Change Order CD's Revised Contract Time for Substantial Completion CD's Revised Substantial Completion Date REVIEWED BY:LNV Engineering REQUESTED BY:CSA Construction, Inc. Engineer Date George Craig Date Project Manager FUND:4252-042 RECOMMENDED BY:ACCOUNT:550910 Kent Power, P.E.Date ACTIVITY:E12206-01-4252-EXP Acting Construction Engineer RECOMMENDED BY:APPROVED BY: Date Valerie H. Gray, P.E.Date Director of Engineering Services Executive Director of Public Works RECOMMENDED BY:APPROVED BY: Eddie Houlihan, Director Date Mark Van Vleck, P.E.Date Management and Budget Assistant City Manager RECOMMENDED BY:APPROVED BY: Janet Whitehead Date Keith Selman Date City Attorney Interim City Manager CITY OF CORPUS CHRISTI ENGINEERING SERVICES CHANGE ORDER Make the following additions, modifications or deletions to the work described in the Contract Documents: 12/11/2018 E12206 3.43% 23,650,887.00$ Total The compensation agreed upon in this Change Order is full, complete and final payment for all costs the Contractor may incur as a result of or relating to this change whether said costs are known, unknown, foreseen or unforseen at this time, including without limitation, any cost for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of this Change Order. Why was this Change necessary: $ 403,920.00 403,920.00$ 381,427.00$ 22,865,540.00$ $ 298,102.00 $ 105,818.00 This change order provides for urgently needed upgrade of the Bar Screens and required improvements for the 2 power generators to be relocated to the Oso Wastewater Treatment Plant (WWTP). This work must be included to the ongoing Oso Water Reclamation Plant Headworks and Lift Station construction project since these are items already included in the contract and require modifications. 3/4/2020 3/5/2018 730 Jeffrey Edmonds, P.E. CITY OF CORPUS CHRISTI 7/2/2020 850 90 30 n/a Page 1 of 1 12/21/18 12/21/18 CSA Construction, Inc. / General Contractors 713/686-8868 Phone 2314 McAllister Road 713/686-8889 Fax Houston, Texas 77092 Project: Oso Water Reclamation Plant Headworks & Lift Station Owner: City of Corpus Christi, Texas Owner’s Project #: E12206 Engineer: LNV, Inc. Contractor: CSA Construction, Inc. Contractor Project #: 1801 Prepared By: George Craig Date: November 9, 2018 Change Order: Bar Screen Changes Please see the attached pricing sheet. Clarifications 1. Please reference the scope of changes from the manufacturer included in this proposal. 2. CSA assumes the below items WILL NOT change as a result of this: a. Channel Width or Depth b. The Vulcan washer/compactor c. The KWS screenings discharge hopper d. Any electrical or controls (exception of Vulcan’s control panel) e. Should we find that these items may require changes, we will request additional costs if needed. 3. CSA requests an additional 30 days for this change due to the critical nature and timing of this change. 4. Due to the timing of this change, we must have an answer on this change as soon as possible in order to begin the resubmittal phase and production phase in a timely manner. Total Cost: $298,101.00 OSO WRP HEADWORKS & LIFT STATION CHANGE ORDER CHANGE BAR SCREENS FROM A STAIR SCREEN TO MULTI-RAKE ***** *********************************************************** **************** **************** **************** **************** GENERAL SUMMARY ***** *********************************************************** **************** **************** **************** **************** TAXABLE EXEMPT ITEM DESCRIPTION LABOR SUB/MATR SUB/MATR TOTAL VENDOR ------------------------------------------------------------------------------------------------------------------------------------------------------- 1 HRM/VULCAN COST INCREASE 0 0 265,500 265,500 ___________________________________________________________________0 ___________________________________________________________________0 ___________________________________________________________________0 ___________________________________________________________________0 ___________________________________________________________________0 ___________________________________________________________________0 ___________________________________________________________________0 ------------------------------------------------------------------------------------------------------------------------------------CHECK 0 0 265,500 265,500 265,500 SUBTOTAL 265,500 DIRECT JOB COSTS LABOR BURDEN 40.00% 0 SALES TAX 8.25% 0 BLDRS. RISK 1 months 0.0100% 30 OWNERS LIABILITY INSURANCE 0 NO BUILDING PERMIT 0.00% 0 NONE TX WIN 0NO BOND 1.00 5,472 5,472 2 YEAR MAINTENANCE BOND 0 NO 2 YEAR WARRANTY 0.00% 0 NO WARRANTY START @ FINAL 0.00% 0 NO SUBTOTAL 271,001 OH&P 10.00% 27,100 SUBTOTAL 298,101 TOTAL 298,101 =========== COMMENTS 1. CSA ASSUMES NO CHANGES TO THE WASHER/COMPACTOR IN THIS CHANGE. 2. CSA ASSUMES NO CHANGES TO TO THE SCREENINGS COLLECTOR IN THIS CHANGE. 3. CSA ASSUMES NO CHANGES TO CHANNEL WIDTH OR DEPTH IN THIS CHANGE. 4. CSA ASSUMES NO CHANGES TO ELECTRICAL OR CONTROLS (EXECEPCTION OF VULCAN'S PANEL) 5. IF ANY OF THE ABOVE REQUIRES CHANGES, IT WILL BE SUBJECT TO ADDTIONAL COSTS 1 George Craig From:Scott Hawkins <scott@hrmenv.com> Sent:Friday, November 09, 2018 12:40 PM To:George Craig Subject:OSO Vulcan Screen Change George: I do not know if LNV has asked you for pricing to change the current Vulcan stair screen to a multi rake screen. Vulcan provided the following information. In reference to the our earlier conversations, the ESR 34/1113/6 stair screens and EWP 250/1200 washing presses that were ordered by CSA Construction for this project have been fabricated. The control panels were in progress, however we have stopped production at this point pending a decision on whether the Owner decides to stay with the ESR screens, or change to VMR multi-rake bar screens. The additional amount needed to supply four (4) new VMR-54 multi-rake bar screens with ¼” bar spacing, type 316 stainless steel construction to fit the same channels as the ESR screens is $265,500.00. This would include the required changes in the control panels to add variable frequency drives in place if the non-reversing starters, as well as making programming changes that will be required to provide the necessary functionality of the VMR screens. We assume that we would need to provide shop drawings for approval. This would take about 3-4 weeks after notice to proceed. Once approval is received, we would require approximately 16 weeks for production before shipment could occur. I have informed LNV that any pricing for the screen change would need to come through your office and that you would need to be notified that they are interested in pricing the multi rake screen in lieu of the specified stair screen. Let me know if you need any additional information. Scott Hawkins HRM Environmental LLC Water and Waste Water Process Equipment 281-343-1993 281-923-2023 (cell) OSO WRP HEADWORKS & LIFT STATION CHANGE ORDER GENERATOR REPAIRS ***** *************************************************************************************************************************** GENERAL SUMMARY ***** *************************************************************************************************************************** TAXABLE EXEMPT TEM DESCRIPTION LABOR SUB/MATR SUB/MATR TOTAL VENDOR ------------------------------------------------------------------------------------------------------------------------------------------------------- 1 SCI/CUMMINS REPAIR 0 0 93,600 93,600 ___________________________________________________________________0 ___________________________________________________________________0 ___________________________________________________________________0 ___________________________________________________________________0 ___________________________________________________________________0 ___________________________________________________________________0 ___________________________________________________________________0 ------------------------------------------------------------------------------------------------------------------------------------CHECK 0 0 93,600 93,600 93,600 SUBTOTAL 93,600 DIRECT JOB COSTS LABOR BURDEN 40.00% 0 SALES TAX 8.25% 0 BLDRS. RISK 1 months 0.0100% 11 OWNERS LIABILITY INSURANCE 0 NO BUILDING PERMIT 0.00% 0 NONE TX WIN 0NO BOND 1.00 2,587 2,587 2 YEAR MAINTENANCE BOND 0 NO 2 YEAR WARRANTY 0.00% 0 NO WARRANTY START @ FINAL 0.00% 0 NO SUBTOTAL 96,198 OH&P 10.00% 9,620 SUBTOTAL 105,818 TOTAL 105,818 =========== CONTACT: PHONE: FAX: TOTAL $93,600.05 2. Any other materials or equipment not specifically listed on this Proposal This Proposal may expire in 30 days or upon written retraction by SCI. If you have any questions regarding this Proposal, please give me a call. 1. Sales tax. SCOPE OF WORK: Generator Additional Parts by Cummins Date Dennis Trammell Project Manager 11/5/2018 SUBMITTED BY:System Control & Instrumentation, LLC CSA Construction, Inc.George Craig 2314 McAllister Road PROJECT NAME:OSO Change Order 002 EXCLUSIONS: Additional generator parts to be provided by Cummins as identified in the Generator Submittal 26 05 01.01A Review Comments and as provided in the Cummins quote, including all conditions. NOTE:This offer results from items identified in the Generator Submittal Review Comments. Further determinations or changes to the quantities contained in this document could result in changes to the value of the offer. System Control & Instrumentation 5404 FM 1044 New Braunfels, TX 78130 830-420-3392 (Office) 830-420-3395 (Fax) P R O P O S A L SUBMITTED TO: Houston, TX 77092 Generator Additional Parts by Cummins PAGE 1 Description Ref Ref Amount Op Rate Amount Material Total=Mat Total 0.00 x 1.00 0.00 Instrumentation & Controls Mat Total 79,450.00 x 1.00 79,450.00 Subtotal Misc. Expenses= Lodging Calc/Days x 100.00 0.00 Meals Calc/Days x 45.00 0.00 Shipping Costs 0.00 Submittals & O&M Manuals Calc 0.00 x 33.00 0.00 Testing Calc 0.00 x 45.00 0.00 Training Calc 0.00 x 45.00 0.00 Drawings Calc 0.00 x 33.00 0.00 Purchase Agent Calc 0.00 x 40.00 0.00 Procurement Calc 0.00 x 20.00 0.00 Project Manager Calc 0.00 x 95.00 0.00 Subtotal Direct Labor= Electrician Lab Total 0.00 x 45.00 0.00 Instrument Tech Lab Total 0.00 x 45.00 0.00 Superintendent Calc 0.00 x 65.00 0.00 Instrument tech Lab Total 0.00 x 75.00 0.00 Programmer Calc 0.00 x 90.00 0.00 Estimator Calc 0.00 x 60.00 0.00 Hrs. Total 0.00 Subtotal Direct Job Exp= Labor Burden Labor Total 0.00 %35.00 0.00 Labor Adjustment, Elevated Work 10'-20' 0.00 Equipment - Boom Lift 0.00 Equipment Fuel 0.00 Tools Expendable Mat + Labor Total 0.00 %0.00 0.00 Prcurement Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Procurement Truck Expence 35 per day 0.00 35.00 0.00 Electrician/Supervisor/IC Tech Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Electrician/Supervisor/IC Tech Truck Expence 35 per day 0.00 35.00 0.00 Programmer Vechicle Fuel 25.00 per day 0.00 25.00 0.00 Programmer Truck Expence 35 per day 0.00 35.00 0.00 Subtotal Liability & Builters Risk Insurance 79,450.00 %2.00 1,589.00 81,039.00 Job Subtotal OVERHEAD Job Subtotal 81,039.00 %10.00 8,103.90 89,142.90 Job Total PROFIT Job Subtotal 89,142.90 %5.00 4,457.15 JOB TOTAL + PROFIT 93,600.05 Job Subtotal Payment & Performance Bond Job Total 93,600.05 %0.00 0.00 BID TOTAL $93,600.05 System Controls & Instrumentation, Ltd. 5404 FM 1044 New Braunfels, TX 78130 Phone: (830) 420-3392 Fax: (830) 420-3395 Generator Additional Parts by Cummins Page 3 Material Material Material Labor Labor Labor Item QTY Unit Adj Extended Unit Adj Extended Cummins Quote 1 $79,450.00 1.00 $79,450.00 0.000 1.00 0.00 1.00 $0.00 0.000 1.00 0.00 1.00 $0.00 0.000 1.00 0.00 1.00 $0.00 0.000 1.00 0.00 1.00 $0.00 0.000 1.00 0.00 1.00 $0.00 0.000 1.00 0.00 Total Materials:$79,450.00 Total Labor:0.00 System Controls & Instrumentation 5404 FM 1044 New Braunfels, TX 78130 November 5, 2018 RE: OSO WWTP – CO1 CO1 Thank you for allowing Cummins Sales and Service to provide a proposal for this project. Below you will find a summary with pricing. If there are any questions please don’t hesitate to call. Equipment: 1. 1ea PJP36120CU43A R Frame 1200AF/1200AT 100% Rated, MicroLogic 5.0A LSI Trip 2. 2ea PJP36120CU63AE1 R Frame 1200AF/1200AT 100% Rated, MicroLogic 5.0P LSI Trip 3. 1ea RJF36160CU31A R Frame 1600AF/1600AT 100% Rated, MicroLogic 3.0 LI Trip 4. 1LT Services Installation Straight Time (M F 8am 5pm) Single Mobilization 5. Breaker Removal $73,420.00 6. Alternator Heater Swap Out $2,250.00 7. Generator Display Change Out $3,780.00 CO1 Total: $79,450.00 Thank you for considering Cummins Power Generation products. We appreciate the opportunity to work with you on this project. If any additional information or assistance is desired, please do not hesitate to contact me. Thank you, Parker Hutchins Power Systems Representative Cummins Southern Plains, LLC (210) 287‐3246 direct Joseph.birdsall@cummins.com From:Logan Burton To:Danny Cohea; Kent Power Cc:Kate Nartey-Quaye; Dante Leal; Amie Wojtasczyk; Juan Salazar; Victor Vargas [Engineering]; JR Lopez; John Byrum Subject:RE: E12206-Oso WRP Headworks & Lift Station-Bar Screen Change Order Date:Monday, November 12, 2018 9:47:32 AM Attachments:Change Order Bar Screen.pdf Good morning Danny, Kent and Team, This proposed change order on the bar screens at Oso WRP has been prepared and submitted based on a request by the operating dept. To provide some background information, the proposed bar screens for this project were specified based on the City’s goal of standardizing around the step/stair screen style that had previously been installed at other City WWTPs. However, the operating dept has had some significant O&M trouble with these screens and in fact, experienced major damage to one of them during a recent storm event. The operating dept asked LNV to consider an alternative screen technology (multi-rake style) and to coordinate with CSA to get pricing information for the City’s consideration. Please be aware that the step screen submittal for this project was approved in June and the screens have already been manufactured. LNV has reviewed this PCO and based on the scope of work, believes it to be fair pricing as it only includes $265K for the materials and a 10% OH&P markup and 30 additional calendar days. CSA is not charging for any other items. If you have any questions, please let me know. Thank You, Logan Burton, P.E. Vice President LNV engineers | architects | surveyors 801 Navigation Blvd, Suite 300 Corpus Christi, Texas 78408 P 361-883-1984 F 361-883-1986 C 361-876-0673 www.LNVINC.com From: George Craig <gcraig@csaconstruction.com> Sent: Monday, November 12, 2018 8:07 AM To: dannyc@cctexas.com; juansa@cctexas.com; kentp@cctexas.com; AmieW@cctexas.com; VictorV2@cctexas.com; 'JR Lopez' <JRLopez@cctexas.com>; Kate Nartey-Quaye <katenq@lnvinc.com>; Logan Burton <loganb@lnvinc.com>; Dante Leal <dleal@lnvinc.com>; 'Cliff Craig' <ccraig@csaconstruction.com> Subject: E12206-Oso WRP Headworks & Lift Station-Bar Screen Change Order Good Morning, Please see attached change order for the Oso WRP Headworks & Lift Station Project. Please provide a response as soon as possible please. Thank you, George Craig CSA Construction, Inc. General Contractors 713-686-8868/Phone 713-686-8889/Fax 713-204-0628/Mobile gcraig@csaconstruction.com This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. If you have received this email in error please notify the sender immediately by e-mail and delete this e-mail from your system. This message contains confidential information and is intended only for the individual named. If you are not the named addressee you should not disseminate, distribute or copy this e-mail. PROJECT:Project No:E12206 OWNER: CONTRACTOR: ENGINEER: SD-26 05 01-01$ (Rsubmittal From CSA/Cummings In an Email Dated 9/24/2018) Description: Date: DATE RECEIVED: 9/24/2018 DATE RETURNED: 9/27/2018 REFERENCE DATA Michael L Molinari, P.E 2. Gen#2 display showed burned discoloration. Generators is responsible for all dimensions, quantities, sizes and performance in accordance with the project contract documents. Provide quote for replacing alternator heater #1 failed and alternator #2, the burned display on Gen #2, and the breakers. 4. Breakers are in need of reconditioning on both units. Recommend replacement of breakers rather than reconditioning. SUBMITTAL REVIEW Generators as submitted on revised quote from Cummins to Engineer in an email dated 9/24/2018 are acceptable with the following additions: CSA Transmittal Electrical 9/26/2018 City of Corpus Christi, TX CSA Construction, Inc. LNV, Inc. in association with Jacobs Approval of these drawings/submittals is for general conformance with the design concept. The contractor COMMENTS STATUS Oso WRP Headworks and Lift Station Improvements 3. Gen #1 Annunciator Failed Resolved in revised quote supply of materials. Revised quote appears to have Gen #2 drawings inseterted twice. Unless otherwise notified, pages 100 thru 105 will be considered redundant. Contractor please confirm. Pages 100 thru 105 appear to be same as pages 63 thru 68. "Additional Comments Provided on Next Page from Jennifer Scheffler" 1. Per the Cummins Test reports the alternator heater #1 failed and alternator #2 was inconsistent. Recommend replacement of both heaters. Recommend replacement of display. Revise and Resubmit See Review Comments Additional Information RequiredApproved as Corrected Approved Not Approved PROJECT:Project No:E12206 OWNER: CONTRACTOR: ENGINEER: SD-26 05 01-01$ (Rsubmittal From CSA/Cummings In an Email Dated 9/24/2018) Description: Date: DATE RECEIVED: 9/24/2018 DATE RETURNED: 9/27/2018 REFERENCE DATA Jennifer Scheffler, P.E Generators is responsible for all dimensions, quantities, sizes and performance in accordance with the project contract documents. SUBMITTAL REVIEW 1. Review of generator submittal from Cummins to Engineer in an email dated 9/24/2018 CSA Transmittal Structural 9/26/2018 City of Corpus Christi, TX CSA Construction, Inc. LNV, Inc. in association with Jacobs Approval of these drawings/submittals is for general conformance with the design concept. The contractor COMMENTS STATUS Oso WRP Headworks and Lift Station Improvements edge clearance for the Hilti expansion anchors anchoring the assembly to the foundation 2. The submittal was reviewed for generator foundations approval as shown sheet #94. 3. Generator, subbase fuel tank, and enclosure assembly should be centered on the foundation to maintain the minimum Revise and Resubmit See Review Comments Additional Information RequiredApproved as Corrected Approved Not Approved 37 181 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Project Location Oso Water Reclamation Plant Headworks & Lift Station Project Number: E12206 LOCATION MAP NOT TO SCALE Council Presentation January 8, 2019 Oso Water Reclamation Plant Headworks and Lift Station Change Order #2 1 2 Project Location 3 Change Order Scope OSO WRP Change Order #2: -Upgrade Headworks Bar Screen to a more sustainable type of Bar Screen to prevent future damages from large solids entering WRP. -Two existing generators will be relocated from Resaca Lift Station to Oso WRP and will require extensive refurbishment for proper operation. Generators were planned to be refurbished, but extent of improvements is greater than was anticipated in design. 4 Project Schedule Projected Schedule reflects City Council Change Order No. 2 award in January with work complete in April 2019. Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Qtr 4 Qtr 1 Qtr 2 Qtr 3 Construction 2018 CO No. 2 20202019 5 Questions ? Project No.: E17010 1 AB/CJ Legistar No.: 19-0028 Rev. 1 – 12/13/2018 DATE:December 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, Public Works ValerieG@cctexas.com (361) 826-3729 FROM:Jeffrey H. Edmonds, P.E., Director, Engineering Services JeffreyE@cctexas.com (361) 826-3851 Dan Grimsbo, Executive Director of Water Utilities DanG@cctexas.com (361) 826-1718 CAPTION: Motion to authorize execution of a construction contract with Associated Construction Partners, Ltd. of Boerne, Texas in the amount of $1,507,612.87 for Wesley E. Seale Dam Outlet Rehabilitation project. PURPOSE: This project provides upgrades to Wesley E. Seale Dam water outlet tower, including sluice gates, release valve, and miscellaneous improvements. BACKGROUND AND FINDINGS: Wesley E. Seale Dam was constructed in 1958 with three earthen embankment sections, two 40- foot-high concrete spillways and one outlet tower. The concrete spillways include 60 crest gates which protect the dam by releasing water after large storm events. The outlet tower includes seven sluice gates and one large flow release valve. Water is periodically released for municipal/industrial use, downstream water rights, and as per the State’s agreed order for freshwater releases. Three of the sluice gates provide for the intake (upstream) to the tower and AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting of January 15, 2019 Construction Contract Wesley E. Seale Dam Outlet Rehabilitation (Capital Improvement Project) Project No.: E17010 2 AB/CJ Legistar No.: 19-0028 Rev. 1 – 12/13/2018 three provide for the outfall (downstream). The seventh sluice gate serves as a service gate for the flow release valve. Four of the seven sluice gates and the flow release valve are beyond their service life and require replacement to ensure continual, reliable operation. This project addresses thee outfall gates, service gate, flow release valve, and associated electrical gate operators. A previous project addressed the three intake sluice gates. A future project will address improvements to the 60 crest gates. The project was developed with base bid and one additive alternate summarized below: BASE BID: •Removal and replacement of three 30” x 48” cast-iron sluice gates •Removal and replacement of one 5’ x 5’ cast-iron service sluice gate to improve maintenance •Removal and replacement one 48” flow release valve •Upgrades to electrical actuators for all sluice gates and/or the flow release valve •Miscellaneous minor improvements to spillways ADDITIVE ALTERNATE No. 1: •Provides for additional water bypass operation during construction for low water levels below the crest gates level The City received proposals from four (4) bidders and their respective bids are as follows: CONTRACTOR BASE BID ADD. ALT. 1 TOTAL BID Associated Construction Partners, Ltd. Boerne, TX $1,507,612.87 $740,000.00 $2,247,612.87 H&S Constructors, Inc. Corpus Christi, TX $1,516,800.00 $847,000.00 $2,363,800.00 Alltech Engineering Corp. Mendota Heights, MN $1,663,000.00 $533,000.00 $2,196,000.00 ABBA Construction, LLC Laredo, TX $2,454,173.00 $680,000.00 $3,134,173.00 Engineer’s Opinion of Probable Cost $1,689,000.00 $2,057,000.00 $3,746,000.00 The design engineer for this project is Freese and Nichols, selected under RFQ 2012-03. ALTERNATIVES: 1. Authorize execution of the contract. 2. Do not authorize execution of the contract. (Not Recommended) OTHER CONSIDERATIONS: This is the second and final phase of improvements to Wesley E. Seale Dam outlet tower CONFORMITY TO CITY POLICY: Conforms to FY 2019 Capital Improvement Planning (CIP) Budget. Project No.: E17010 3 AB/CJ Legistar No.: 19-0028 Rev. 1 – 12/13/2018 EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Water Utilities FINANCIAL IMPACT: Operating □ Revenue Capital □ Not applicable Fiscal Year 2018-2019 Project to Date Budget & Expenditures Current Year Future Years TOTALS Line Item Budget 573,700.00 2,000,000.00 1,000,000.00 3,573,700.00 Encumbered / Expended Amount 573,700.00 573,700.00 This Item 1,507,612.87 1,507,612.87 Future Anticipated Expenditures This Project 127,121.13 127,121.13 BALANCE 0 365,266.00 1,000,000.00 1,365,266.00 Fund(s): Water Supply CIP #6 RECOMMENDATION: Staff and Freese and Nichols recommend awarding the construction contract to Associated Construction Partners, Ltd. for the base bid only. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Letter of Recommendation (Capital Improvement Program) PROJECT FUNDS AVAILABLE: 3,573,700 TOTAL FUNDS AVAILABLE…………………………………………………………………………………………………..3,573,700 FUNDS REQUIRED: Construction Fees:…………………….…………………………………………………………………………………….1,658,374 Construction (Associated Construction Partners, Ltd.) THIS ITEM……………………………………………………………………………..1,507,613 Contingency (10%)……………...……………………………………………………………………………………………………………………….150,761 Construction Inspection and Testing Fees:………………………………….……………………………………………………130,422 Construction Inspection (TBD)…………………………………………..……………………………………………125,080 Construction Phase - Materials Testing Services …...………………..……………………………………………………………………………….5,342 Design Fees:…………………………………………………………………………………………..239,453 *Engineer (Freese and Nichols)….…………………………………………………………………………………………………….239,453 Reimbursements:…………………………………………………………………………………………………………...…………..180,185 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget)……………………………………………………………………………….71,475 Engineering Services (Project Mgt)………………………………………………………………………………..107,210 Misc. (Printing, Advertising, etc.)………………………………………………………………………………………………………..1,500 TOTAL………………………………………………………………………………………………………………………………………2,208,434 ESTIMATED PROJECT BUDGET BALANCE…………………………………………………………………………………………1,365,266 Wesley E. Seale Dam Outlet Rehabilitation PROJECT BUDGET ESTIMATE *Contract for Professional Services was approved by City Council on November 1, 2016, M2016-146 for parent project No. 8663 - Wesley Seale Dam Instrumentation Testing and Rehabilitation. Total amount of contract and amendment No. 1 is $494,607. Water Supply CIP………………………………………………………………………………………. 37 37 77 181 37 37 37 37 37 77 77 77 77 77 181 181 181 181 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES N Wesley E. Seale Dam Outlet Rehabilitation Project Number: E17010LOCATION MAP NOT TO SCALE PROJECT LOCATION Council Presentation January 8, 2019 Wesley E. Seale Dam Outlet Rehabilitation Construction Contract Award 1 2 Project Location 3 Project Location 4 Project Scope This project provides upgrades to the Wesley E. Seale Dam water outlet tower. Work includes: BASE BID: •Removal and replacement of three 30” x 48” cast-iron sluice gates •Removal and replacement of one 5’ x 5’ cast-iron service sluice gate to improve maintenance •Removal and replacement one 48” flow release valve •Upgrades to electrical actuators for all sluice gates and/or the flow release valve •Miscellaneous minor improvements to spillways ADDITIVE ALTERNATE No. 1: •Provides for water bypass operation during construction if lake level drops below the crest gates level •At the time of construction contract award, the risk of low lake level is minimal therefore the need for the Additive Alternate is not anticipated 5 Project Schedule Project Estimate: 335 Calendar Days = 11 Months Projected Schedule reflects City Council award in January 2019 with anticipated completion in December 2019. Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2018 2019 Bid/Award Construction 6 Questions? 7 Photos 48-inch flow release valve Cast-iron sluice gates Valve actuator 800 N. Shoreline Blvd., Suite 1600N Corpus Christi, Texas 78401 361-561-6500 fax 361-561-6501 www.freese.com November 19, 2018 Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469 Re: Wesley E. Seale Dam Outlet Rehabilitation City Project No. E17010 Mr. Edmonds: The City of Corpus Christi received four (4) sealed bid proposals for the above referenced project on October 31, 2018 at 2:00 p.m. in the Third Floor Smartboard Room. The project bid included a base bid for work to replace the downstream valves on the low-flow outlet at the dam, as well as an additive alternate for bypassing the municipal and industrial and other water supply required downstream of the structure during critical work activities as needed based on lake levels. Attached are the bid tabulations of the four (4) bid proposals. All four bid proposals were properly executed and submitted in compliance with the bidding requirements for this project. We performed an analysis of the bids and found one discrepancy in ACP’s bid for one category of items (C13-C17), however, the overall value is contained in a related item from the same manufacturer (C5), which is understandable, as the items are related and provided together. There does not seem to be a w ay that this discrepancy can be used against the City for changes, as the items are discrete (the valves) and therefore did not affect the outcome of the low bid result or put risk on the City for a future change order quantity. It may cause the early payout of value, as the higher priced items are likely to be available as a work item earlier in the project. No other errors or irregularities were noted on the proposal forms. The bid breakdown for the four bidders is shown on the attached Tabulation of Bids, and the Base Bids and Base Bid + Additive Alternate are summarized below: Bidder Base Bid Base Bid + Additive Alternate Associated Construction Partners, Ltd. $1,507, 612.87 $2,247,612.87 H&S Constructors $1, 516,800.00 $2,363,800.00 Alltech Engineering, Corp. $1,663,000.00 $2,196,000.00 ABBA $2,454,173.00 $3,134,173.00 Based on Total Base Bid only, Associated Construction Partners, Ltd. is the apparent low bidder. Based on Total Base Bid + Additive Alternate, Alltech is the apparent low bidder. H&S previously performed Phase 1 of this project and was considered a top-notch contractor that understood the City’s requirements and worked well with dam personnel on Phase 1. Mark Maroney has provided a similar assessment of ACP’s record 1 2 3 4 1 2 3 4 November 12, 2018 Page 2 of 2 working on City lift stations and pump stations on his projects. Alltech is an excellent dam contractor that does major work around the country for the United States Bureau of Reclamation on their dams and has previously bid on large projects at Choke Canyon but came in second lowest. Any of the lowest three contractors are apparently excellent contractors and they all appear capable and amenable to the work, as well as having references for being professional and easy to work with. The City bid the Additive Alternate for water supply bypass because at the time of preparation for the bid, the lake was too low to release water over the crest gates as required during elements of the construction. You may know that the lake has since filled, and spilled, and remains full. Because of that, it would be anticipated that the crest gates can be used to release water for the next 6 months or so, and that the bypassing would not be needed until midway through 2019. We also understand there is in-excess of 6 months’ lead time required for the Howell-Bunger Valve, so the project is expected to take as much as a year. It is conceivable that prior to the end of the project, the City may require bypassing of water supply. Based on the City’s evaluation criteria for this project for the Base Bid, Associated Construction Partners, Ltd. out of San Antonio, Texas is the lowest qualified Bidder for the Base Bid only, and their Total Amount Bid for the Base Bid is within the City’s construction budget. Based on the City’s evaluation criteria for this project for the Base Bid + Additive Alternate, Alltech Engineering, Corp. out of Mendota Heights, Minnesota is the lowest qualified Bidder for the Base Bid + Additive Alternate, and the Total Amount Bid for the Base Bid + Additive Alternate is within the City’s construction budget. Therefore, FNI recommends that the City award the construction contract for Wesley E. Seale Dam Outlet Rehabilitation (City Project No. E17010) in the following manner: For Base Bid Only: Award to Associated Construction Partners, Ltd. out of San Antonio If the City awards the base only, this would be the lowest price base bid. If the City awards the base bid initially, they would not then be able to award the alternate later. For Base Bid + Additive Alternate: Award to Alltech Engineering, Corp. out of Mendota Heights, Minnesota This would represent the lowest combined bid Due to the current abundance of water supply and the predicted wet winter, as well as the available water for routing from Choke Canyon, a decision to award the base bid only at this time to Associated Construction Partners, Ltd. seems warranted. If bypass pumping/siphoning is needed later in the project, it will have to be procured by other means. If you have any questions regarding this matter, please feel free to contact us. Sincerely, FREESE AND NICHOLS, INC. Brian Bresler, P.E. Attachments: Tabulation of Bids AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting of January 15, 2019 DATE:January 8, 2019 TO:Keith Selman, Interim City Manager FROM:Kevin Norton, Director of Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizinga one-year service agreement for preventative maintenance and emergency vactor service with ADK Environmental, Inc., of Odem, Texas for a not to exceed amount of $312,200, with two one-year options for a total potential multi-year amount of $936,600. PURPOSE: This service will provide preventative and emergency maintenance at various wastewater treatment plants, lift stations, and storm water pump stations for the Utilities Department. BACKGROUND AND FINDINGS: Built-up sludge in wells at the wastewater treatment plants and lift stations can negatively impact the wastewater treatment process. Regular preventative maintenance of the treatment plants and lift stations to remove grease and debris is necessary to remove material that affects the productivity of the wastewater treatment process, to increase the life of wastewater pumps, and to prevent sanitary sewer overflows. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received four responsive, responsible bids, and staff is recommending the award to the lowest, responsive, responsible bidder, ADK Environmental, Inc. Preventative Maintenance and Emergency Vactor Service for Utilities Department ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This conforms to the City’s purchasing policies and procedures and State statues regulating procurement. EMERGENCY / NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Utilities FINANCIAL IMPACT: X Operating □ Revenue □Capital □ Not applicable Fiscal Year 2018-2019 Current Year Future Years TOTALS Budget $577,544.32 $702,450.01 $1,279,994.33 Encumbered / Expended Amount $291,592.91 $0.00 $291,592.91 This item $234,149.99 $702,450.01 $936,600.00 BALANCE $51,801.42 $0.00 $51,801.42 Fund(s): Wastewater and Storm Water Comments: RECOMMENDATION: City staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation CITY OF CORPUS CHRISTI Purchasing Division BID TABULATION RFB # 1891 Preventative Maintenance and Emergency Vactor Services Buyer: Cynthia Perez Unit Extended Unit Extended Unit Extended Unit Extended ITEM DESCRIPTION QTY.UNIT Price Price Price Price Price Price Price Price 1 Labor-Treatment Plants Regular Hours (M- F 8:00am-5:00pm) for Preventative Maintenance & Emergency 400 HRS 160.00$ $64,000.00 363.00$ $145,200.00 402.00$ $160,800.00 650.00$ $260,000.00 2 Labor-Lift Stations Regular Hours (M-F 8:00am-5:00pm) for Preventative Maintenance & Emergency 1,120 HRS 160.00$ $179,200.00 363.00$ $406,560.00 402.00$ $450,240.00 375.00$ $420,000.00 3 Labor-After Hours (5:00pm- 8:00am to include holidays) for Emergency Service 300 HRS 180.00$ $54,000.00 $473.50 $142,050.00 450.00$ $135,000.00 475.00$ $142,500.00 4 Miscellaneous / Equipment Emergency Allowance *Requires City Approval 1 EA $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 TOTAL:$312,200.00 $708,810.00 $761,040.00 $837,500.00 Shoreline Plumbing Corpus Christi, TX Video Pipeline Corpus Christi, TX ADK Environmental Odem, TX Portland, TX Gainco, Inc. Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 SERVICE AGREEMENT NO. 1891 Preventative Maintenance and Emergency Vactor Service THIS Preventative Maintenance and Emergency Vactor Service Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation (“City”) and ADK Environmental Inc. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Preventative Maintenance and Emergency Vactor Service in response to Request for Bid/Proposal No. 1891 (“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 Preventative Maintenance and Emergency Vactor Service (“Services”) in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months , with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to two additional 12-month periods (“Option Period(s)”), provided, the parties do so in writing and prior to the expiration of the original term or the then- current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $312,200.00, 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. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form October 1, 2018 Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4.Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Agreement is as follows: Name: Joanna Moreno Department: Utilities Department Phone: (361) 826-1649 Email: joannam@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance (“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 that 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. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form October 1, 2018 7.Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products 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. (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. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 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 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form October 1, 2018 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 unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, 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. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 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 applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Joanna Moreno Title: Contract Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Phone: (361) 826-1649 Fax: (361) 826-1715 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form October 1, 2018 IF TO CONTRACTOR: ADK Environmental, Inc. Attn: Sharon Kastner Title: President Address: 16434 FM 630, Odem, Texas 78370 Phone:(361) 364-2004 Fax:(361) 364-2542 17.CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS’ FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, 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 Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form October 1, 2018 Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21.Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor’s bid response (Exhibit 2). 22.Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of Interested Parties” as part of this Agreement if required by said statute. 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 be -ween 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 CONTRACTOR Signature: & .- aktAAPA Printed Name: " i(I fe) f1 kia,n-ine( Title: e n4 Date: 1)m1) 2C I ' CITY OF CORPUS CHRISTI Kim Baker Assistant Director of Finance - Purchasing Division 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. 1891 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 Attachment A – Scope of Work 1.1 General Requirements/Background Information A. The Contractor shall provide preventative maintenance and emergency vactor service on a monthly and quarterly basis and emergency services as needed as outlined in this Scope of Work to various locations throughout the City. The City of Corpus Christi’s Wastewater Division maintains 100+ Lift Stations and 6 Wastewater Treatment Plants, and 2 storm water pump stations at various locations throughout the city, as identified in Work Site Locations. 1.2 Scope of Work A. The Contractor shall provide Preventative Maintenance and Emergency Vactor Service, to include high pressure jetting/cleaning and liquid and debris removal. B. The Contractor shall provide labor (inclusive of round-trip travel), parts/materials, equipment and supervision necessary to perform the services. C. The Contractor will check in and check out with the on-site Work Coordinator before and after all authorized work is performed. The on- site Work Coordinator must authorize any after-hours work. D. At a minimum, the Contractor shall be equipped with: 1. Three positive displacement combination unit vacuum trucks capable of jetting and extracting both liquids and debris, and decanting liquids 2. 9-yard debris tank minimum 3. 1” Jetting hose at 600’ minimum 4. Connection tubes capable of extending 30’ deep 5. Flexible hose capable of extending 100’ out for vacuum service E. The Contractor shall have a TCEQ approved Sewage Sludge Permit/Sticker(s). F. The Contractor in addition must have a Liquid Waste Transport and Disposal Permit issued by the City. G. The Contractor shall provide preferential response for emergency services requested by the City over any non-agreement customers. 1.3 Non-Emergency Preventative Maintenance A. The Contractor shall perform preventative maintenance at various locations throughout the city. The frequency of PM service for each lift station is outlined in this scope of work. B. The Contractor shall remove floating debris from the surface of the lift station wet wells, and haul waste to the Greenwood Wastewater Treatment Pl ant drying beds, unless otherwise directed. C. The Contractor shall remove all liquids from wet wells and clarifiers/basins. “Clean” liquids will be hauled and disposed of at the nearest designated man hole. Fat soils and grease will be hauled to the Greenwood Wastewater Treatment Plant drying beds, unless otherwise directed. D. Preventative maintenance service will be performed Monday through Friday, between the hours of 8:00 a.m. and 5:00 p.m., excluding city holidays. E. Upon completion of service, the Contractor shall provide a signed preventative maintenance service report and manifest/trip ticket to the on-site Work Coordinator and email a copy to orlandog@cctexas.com. The service report shall include: 1. Date 2. Service address 3. Start Time, End Time, and Total Hours (ea. signed by on-site City Rep) 4. Description of service work 5. Quantity and Names of Crew Members 6. Signature of on-site Work Coordinator 1.4 Emergency Service A. The Contractor shall provide emergency service on an as needed basis, twenty-four hours a day, three hundred and sixty-five days a year, including holidays. B. In the rare instance that the City determines that an emergency service job greatly exceeds the average/typical emergency, the City may authorize and reimburse the Contractor for additional costs, i.e. equipment rental. The Contractor must obtain City approval prior to procuring additional equipment for which it will seek reimbursement. C. The Contractor shall remove floating debris from the surface of the lift station wet wells, and haul waste to the Greenwood Wastewater Treatment Plant drying beds, unless otherwise directed. D. The Contractor shall remove all liquids from wet wells. “Clean” liquids will be hauled and disposed of at a designated man hole. Fat soils and grease will be hauled to the Greenwood Wastewater Treatment Plant drying beds, unless otherwise directed. E. The Contractor will receive emergency service request via phone. The Contractor shall provide a response/confirmation to an emergency service request within 30 minutes of phone contact, and on-site response within one hour of Contractor response. F. In the event of adverse weather, i.e. hurricane, storm, tornado, etc., the Contractor shall be available and on-site within 24 hours post weather event. G. The City reserves the right to use another contractor if response times are non-compliant, or if the Contractor does not have sufficient resources, i.e. labor, equipment. H. Upon completion of service, the Contractor shall provide a signed service report and manifest/trip ticket to the on-site Work Coordinator. The service report shall include: 1. Date 2. Service address 3. Start Time, End Time, and Total Hours (ea. signed by on-site City Rep) 4. Description of service work 5. Quantity and Names of Crew Members 6. Signature of on-site Work Coordinator 1.5 Invoicing A. All work will be invoiced and paid based on Attachment B – Schedule of Pricing. B. The Contractor shall submit invoices and a copy of the signed service report electronically to UtilitiesDept@cctexas.com and a hard copy to City of Corpus Christi – Accounts Payable, Utilities Department, P.O. Box 9277, Corpus Christi, TX 78469-9277. C. Invoices submitted without the required information will not be processed for payment until the Contractor provides the required information as follows: 1. Service Agreement Number 2. P.O. Number 3. Service address 4. Description of service work 5. Itemized list of charges including labor rate, hours charged, etc. 6. Third Party Invoices, i.e. Equipment rental, if applicable 7. Name of authorizing City representative (on-site Work Coordinator) 1.6 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. 1.7 Work Site Locations – Preventative Maintenance Lift Station # Lift Station (Wet Wells) Address Frequency 1 Up River Rd. 12300 Up River Rd. Quarterly 2 Nueces Acres 11501 Haven Dr. Quarterly 3 Allison WWTP 4101 Allison Dr. Quarterly 4 Solar Estates 9201 Moonlight St. Quarterly 5 Clarkwood North 2001 Clarkwood Rd. Quarterly 6 Stillwell 8100 Stillwell Lane Quarterly 7 DeDietrich 150 McKenzie Rd. Quarterly 8 Northwest Crossing 1921 Oregon Trail Quarterly 9 Clarkwood South 1025 Clarkwood Rd. Quarterly 10 Lakes Northwest 3614 Perfection Lake Quarterly 11 Highway Nine 6724 Leopard St. Quarterly 12 Airport International Airport Quarterly 13 McBride 1200 McBride Lane Quarterly 14 Greenwood WWTP 6541 Greenwood Dr. Quarterly 15 Sacky 3200 Sacky St. Quarterly 16 Kostoryz 6261 Kostoryz Rd. Quarterly 17 Broadway WWTP 801 Resaca St. Quarterly 18 Wooldridge II 8001 Wooldridge Rd. Quarterly 19 Schanen 6102 Del Starr Dr. Quarterly 20 Webers Glen 4051 Aaron Quarterly 21 Station 5 6528 S. Staples Quarterly 22 Buckingham 7101 S. Staples Quarterly 23 Cimarron 7401 Cimarron Quarterly 24 Airline 3302 Airline Quarterly 25 Oso WWTP #1 501 Nile Rd. Quarterly 26 Oso WWTP #2 501 Nile Rd. Quarterly 27 Perry Place Thompson Rd. Quarterly 28 Turtle Cove 9547 Blue Jay St. Quarterly 29 Flour Bluff 2326 Flour Bluff Dr. Quarterly 30 Waldron 610 Blossum Quarterly 31 Military & Jester 722 Jester St. Quarterly 32 Laguna Madre WWTP 201 Jester St. Quarterly 33 Laguna Shores 2902 Laguna Shores Rd. Quarterly 34 Whitecap WWTP 13409 Whitecap Blvd. Quarterly 35 Lake Padre South 14501 Whitecap Blvd. Quarterly 36 Leeward 14865 Running Light Dr. Quarterly 37 Wood River 4601 Spring Creek Dr. Quarterly 38 Sharpsburg 4412 Sharpsburg Rd. Quarterly 39 River Canyon 13842 River Ridge Dr. As Needed 40 Cynthia 5210 Cynthia St. As Needed 41 Ramos 4810 Ramos As Needed 42 Highway 77 3386 County Road 52 As Needed 43 Levi County Jail 745 N.P.I.D. As Needed 44 Coastal Meadows 6868 Old Brownsville Rd. As Needed 45 Trojan 1901 Trojan Ave. As Needed 46 Lexington 5233 Lear St. As Needed 47 Rose Acres 2946 FM 763 As Needed 48 Charlie’s Place 5505 McBride Ln. As Needed 49 Nueces Bay 2100 Nueces Bay Blvd. As Needed 50 Rincon North “B” Rincon Ind. West of H.W. 181 As Needed 51 Rincon North “A” Rincon Ind. West of H.W. 181 As Needed 52 North Beach “B” 3002 Timon Blvd. As Needed 53 North Beach “C” 3818 Surfside As Needed 54 North Beach “D” 4320 Timon Blvd. As Needed 55 Brownlee 400 12th Street As Needed 56 Studebaker 300 Kinney Ave. As Needed 57 Peoples “T” Head Peoples St. “T” Head As Needed 58 Lawrence “T” Head 400 S. Shoreline Blvd. As Needed 59 Coopers Alley “L” Head 200 S. Shoreline Blvd. As Needed 60 Cole Park 1500 Ocean Drive As Needed 61 Bay Drive 7845 Bay Dr. As Needed 62 Oleander 2900 Ocean Dr. As Needed 63 Starry 7701 Starry As Needed 64 The Lakes 7335 Everhart Rd. As Needed 65 Kings Crossing 8401 Cimarron As Needed 66 TAMU-CC 6300 Ocean Dr. As Needed 67 Pelican Bay 1418 Ennis Joslin As Needed 68 Greenfields by the Bay 7310 Canadian Dr. As Needed 69 Anchor Harbor 8102 S.P.I.D. As Needed 70 Wal-Mart 9441 S.P.I.D. As Needed 71 Rhetta Place 2442 Vialoux As Needed 72 Purdue 630 Purdue As Needed 73 Gateway Park 1143 Laguna Shores As Needed 74 Riviera 138 Riviera As Needed 75 Rex 4046 Whitley As Needed 76 Kennedy Causeway 13301 S.P.I.D. As Needed 77 Seahorse 14300 Dorsel St. As Needed 78 Swordfish 14500 Swordfish St. As Needed 79 Jackfish 14124 Jackfish St. As Needed 80 Verdemar 14501 Verdemar St. As Needed 81 Park Road 53 11125 Park Road 53 As Needed 82 Tesoro 13618 Port Royal Ct. As Needed 83 Aquarius 15000 Aquarius St. As Needed 84 Cumana 15600 Cumana St. As Needed 85 Coquina Bay 13921 Sea Pines Blvd. As Needed 86 Sea Pines 14192 Sea Pines Blvd. As Needed 87 Gypsy 15601 Gypsy St. As Needed 88 JFK Causeway II 13317 S.P.I.D. As Needed 89 West Point Crossing 5605 Old Brownsville Rd. As Needed 90 Everhart/Staples 780 Everhart Rd. As Needed 91 Country Club 6300 Everhart Rd. As Needed 92 Wooldridge 6610 Wooldridge Rd. As Needed 93 Williams 6602 Williams Dr. As Needed 94 Padre Island Section 4 14201 Whitecap Blvd. As Needed 95 Morgan/Brownlee 810 N. Brownlee Blvd. As Needed 96 Everhart/Staples 780 Everhart Rd. As Needed 97 Country Club 6300 Everhart Rd. As Needed 98 Wooldridge 6610 Wooldridge Rd. As Needed 99 Williams 6602 Williams Dr. As Needed 100 Sugar Tree 8050 S.P.I.D. As Needed 101 Arcadia 2221 S. Staples St. As Needed 102 Port/Pearse Port/Pearse As Needed WWTP # WW Treatment Plant (Wet Wells) Address Frequency 1 Broadway 801 Resaca St. As Needed 2 Oso 501 Nile Rd. As Needed 3 Greenwood 6541 Greenwood Dr. As Needed 4 Allison 4101 Allison Dr. As Needed 5 Laguna Madre 201Jester St. As Needed 6 Whitecap 13409 Whitecap Blvd. As Needed Pump Station # Storm Water Pump Station (Wet Wells) Address Frequency 1 Power St. Pump Station 1218 N. Water St. As Needed 2 Kinney St. Pump Station 302 S. Water St. As Needed WWTP # WW Treatment Plant (Clarifiers/Basins) Address Frequency 1 Broadway 801 Resaca St. Annual 2 Oso 501 Nile Rd. Annual 3 Greenwood 6541 Greenwood Dr. Annual 4 Allison 4101 Allison Dr. Annual 5 Laguna Madre 201Jester St. Annual 6 Whitecap 13409 Whitecap Blvd. Annual Attachment B - Bid/Pricing Schedule Attachment C – Insurance Requirements CONTRACTOR’S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City’s Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL, and WF if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of cancellation, non-renewal, material change, or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $1,000000 Combined Single Limit WORKERS’S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence 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 Utilities – Various Lift Stations Preventative Maintenance and Emergency Service 07/27/2018 sw Risk Management Valid Through 12/31/2018 Attachment C — Bond Requirements No bond requirements necessary for this service agreement; Section 5. (B} is null for this service agreement. ATTACHMENT D - WARRANTY REQUIREMENTS No warranty requirements necessary for this service agreement; Section 8. Warranty is null for this service agreement. AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting of January 15, 2019 DATE:January 8, 2019 TO:Keith Selman, Interim City Manager FROM:Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing an amendment to service agreement No. 1426 for pump service repairs with Smith Pump of Waco, Texas, for a not to exceed amount of $61,115.00 for a revised contract total not to exceed $305,575.00. PURPOSE: The purpose of this agenda item is to allow a 25% contract price increase of $61,115.00 for the remaining three months of the contract. BACKGROUND AND FINDINGS: The wastewater treatment plants, lift stations, and pump stations rely heavily on its large inventory of pumps to collect and transport water to the treatment plants to be treated, and to prevent spills and overflows which cause damage to the environment and result in fines. Towards the final half of the contract, the wastewater division has experienced an increase in the quantity of pump repairs. ALTERNATIVES: None Amendment to Pump Repairs and Replacement Service Agreement OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This conforms to the City’s purchasing policies and procedures and State statues regulating procurement. EMERGENCY / NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Utilities FINANCIAL IMPACT: X Operating □ Revenue □Capital □ Not applicable Fiscal Year 2018-2019 Current Year Future Years TOTALS Budget $406,957.48 $0.00 $406,957.48 Encumbered / Expended Amount $228,690.68 $0.00 $228,690.68 This item $61,115.00 $0.00 $61,115.00 BALANCE $117,151.80 $0.00 $117,151.80 Fund(s): Water Fund Comments: This increase will cost $61,115.00, to be paid from FY2018-19 funds. RECOMMENDATION: City staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Amendment Amendment City of Corpus Christi Purchasing Division Date: December 11, 2018 Service Agreement No.: 1426 –Pump Repair and Replacement Services for Wastewater and Storm Water Reference: SA 1426 Amendment No. 1 Service Agreement Current Value: $244,460 The CITY OF CORPUS CHRISTI, TEXAS, hereinafter referred to as the City, and Smith Pump Company, Waco, Texas, hereinafter referred to as the Contractor, do hereby make and enter into this Amendment No. 1 (the “Amendment”) which, together with the Service Agreement No. 1426 (the “Agreement”) and all other duly executed amendments, constitutes the entire agreement between the City and the Contractor. I. Section 3. Compensation and Payment of the Agreement is hereby amended due to an increased need for pump repairs to increase the current value of the Agreement by 25% for an amount not to exceed $61,115, with a restated value of the Agreement not to exceed $305,575. The Contractor and the City agree to and shall abide by all terms and conditions of the original Service Agreement and any Amendments to that Agreement, to the extent they are not in conflict with the terms of this Amendment. ______________________ __________ _______________________ _________ Trent Brown Date Kim Baker Date Smith Pump Company Asst. Director of Financial Services City of Corpus Christi, Texas APPROVED AS TO LEGAL FORM: _______________________________ Assistant City Attorney 12/11/2018 SERVICE AGREEMENT NO. 1426 Pump Repair and Replacement Services for Wastewater and Storm Water THIS Pump Repair and Replacement Services for Wastewater and Storm Water Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Smith Pump Company ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Pump Repair and Replacement Services for Wastewater and Storm Water in response to Request for Bid/Proposal No. 1426 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Pump Repair and Replacement Services for Wastewater and Storm Water ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to two additional 12 -month periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then - current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. The total value of this Agreement is not to exceed $244,460.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Joanna Moreno Department: Utilities Department Phone: (361) 826-1649 Email: joannam@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 Tess 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 001 in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Joanna Moreno Title: Contract Administrator Address: 2726 Holly Road, Corpus Christi, TX 78415 Phone: (361) 826-1649 Fax: (361) 826-1715 IF TO CONTRACTOR: Smith Pump Company Attn: Jeff McHattie Title: Applications Engineer Management Address: 301 M&B Industrial, Waco, Texas 78712 Phone: (254) 776-0377 Fax: (254) 776-0377 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form 12/15/17 A. this Agreement (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Contractor verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form 12/15/17 CONTRACTOR Signature: Printed Name: Title: TRE.SMET. Date: q12,/i% CITY OF CORPUS CHRISTI tt�� Signature: r"\1cx-.)--k--,L Printed Name: 1 r--Nv--sr Title: r-- r Date: ATTEST: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 1426 Exhibit 2: Contractor's Bid/Proposal Response fZ z RE:ECCA HUERTA CITY SECRETARY NzoiEc%witi SY CDIINCIL _ `L SECIETA Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form 12/15/17 Attachment A - Scope of Work 1.1 General Requirements The Contractor shall provide pump repair and replacement Services for various types of pumps at Wastewater Treatment Plants, Lift Stations and Storm Water Pump Stations operated by the City of Corpus Christi Utilities Departments, Wastewater and Storm Water Divisions. This is an on-call contract. Work will be performed on an as -needed basis. No amount of work is guaranteed. Quantities are estimates only. 1.2 Scope of Work A. Repairs a. The City's pump inventory for this contract, outlined in Section 1.3, consists of approximately 144 pumps, and includes the following brands: Wemco Hoffman Seepex Gorman Rupp Penn Valley Polyblend Flow Serve Nemo Aurora Fairbanks Morse Wilo Vaughn Shanley Moyno Nord Drive Systems Farrell Goulds Pro Series Amarillo Gear Gardner Denver b. The repairs will include, but are not limited to, disassembly, inspection, repair, and remanufacturing of centrifugal pumps. c. Typical repairs may include, but are not limited to: stator, shaft, impeller, volute seals, gaskets, stuffing box, packing gland, and bearings. d. The Contractor shall clean using steam, grit, or solvent to obtain accurate measurements and for non-destructive evaluation. e. The City will deliver the pump(s) for repair, and will pick-up the pump(s) when the repair is complete. f. The Contractor shall provide a repair estimate, based on contract pricing, for each repair, to include any noted problems, special conditions, inspection results, conclusion/recommendations, visual findings by drawings or digital photos, within 5-10 business days after receipt of equipment. g. The repair estimate shall be submitted electronically in PDF format via email and itemized as follows: 1. Estimated repair time, to include delay time for parts/materials. If repair time is expected to exceed 20 business days, the Contractor must define the completion time, and outline the reason for delay. 2. Shipping costs for parts/materials 3. List of parts/components to be replaced 4. Hourly labor costs, to include Straight Time and Overtime (if approved) h. Repairs shall be completed within 20 business days of purchase order (PO) release. A PO number will be submitted to Contractor via email or phone. The Contractor shall notify the City if repairs will exceed 20 business days. i. All parts shall be equivalent to original equipment manufacturer (OEM) standards. Parts shall be included in the Contractor's warranty period, or manufacturer's warranty. Parts replaced under the Contractor's or manufacturer's warranty will be replaced at no cost for labor or parts. j. The Contractor shall make a reasonable attempt to obtain parts at the lowest possible price. k. All repairs shall be in accordance with current pump nameplate data and conditions, drawings, standards and/or OEM specification(s). I. General machine work and/or repair shall consist of, but is not limited to, balancing, welding, straightening, grinding, custom part manufacturing, shaft rebuilding and fabrication, sand blasting, and coating of pump. m. After repairs, the pump shall be repainted to manufacturer's recommendation and specifications, in a color approved by the Contract Administrator. n. Overtime hours must be authorized in writing by a City representative. o. The Contractor shall provide a minimum of one-year warranty for workmanship and parts/materials. B. Replacement a. After a cost analysis of the repair estimate and the replacement cost, the City may elect to purchase a new pump. b. The Contractor/Manufacturer shall affix a name plate on all new pumps. Name plate data shall include: model and serial number, manufacturer, GPM/Head, HP, impeller diameter, discharge size, and voltage. c. The Contractor shall provide a minimum of one-year warranty on all new pumps. C Other Requirements a. The Contractor's facilities may be subject to inspection at any time by a City representative. When deemed appropriate, the City reserves the right to use third party inspection services, at the City's expense. b. The City reserves the right to inspect the pump at any time during the repair. c. The Contractor must be able to provide technical support as may be required by the City. d. The City reserves the right to audit Contractor's project costs at any time during the contract term. e. The City's equipment in Contractor's possession must be properly stored and secured at all times. Where applicable, loading / unloading of pump(s) must be done by Contractor's personnel 1.3 Work Site Locations and Conditions WWTP # Plant Name Address # of Pumps 1 Broadway WWTP 801 Resaca 18 2 Oso WWTP 601 Nile 17 3 Greenwood WWTP 6541 Greenwood Dr. 13 4 Allison WWTP 4101 Allison Dr. 10 5 Laguna Madre WWTP 201 Jester 11 6 Whitecap 13409 Whitecap Blvd. 20 Lift Station # Lift Station Name Address # of Pumps 1 Up River Road 12300 Up River Rd. 2 2 Allison 4101 Allison Dr. 3 3 Stillwell 8100 Stillwell Lane 2 4 McBride 1200 McBride Lane 3 5 Lexington 5233 Lear St. 2 6 Brownlee 400 12th St. 3 7 Morgan 810 N. Brownlee Blvd. 2 8 Studebaker 300 Kinney Ave. 2 9 Peoples "T" Head Peoples St. "T" Head 2 10 Lawrence "T" Head 400 S. Shoreline Blvd. 2 11 Schanen 6102 Del Starr Dr. 2 12 Country Club 6300 Everhart 3 13 Wooldridge 6610 Wooldridge Rd. 4 14 Williams 6602 Williams Dr. 5 15 Oso WWTP #1 501 Nile Rd. 2 16 Oso WWTP #2 501 Nile Rd. 4 17 Perry Place Thompson Rd. 2 18 Military & Jester 722 Jester St. 2 19 Laguna Madre WWTP 201 Jester St. 3 20 Aquarius 15000 Aquarius St. 2 SW Pump Station # Pump Station Name Address # of Pumps 1 Power St. Pump Station 1218 N. Water St. 3 1.4 Invoicing The Contractor's invoice for payment must contain the following information: 1. Purchase Order (PO) number 2. Location and Address 3. Model and serial number of equipment 4. Description of service 5. Bill of materials 6. The Contractor will be required to attach copies of all invoices for parts/materials (to include % of mark-up) for each repair invoice 7. Total hours billed, itemized by position and hourly rate per contract 8. Shipping costs 9. Authorizing City representative 1.5 Contractor Quality Control and Superintendence A. The Contractor shall establish and maintain a complete Quality Control Program to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. B. The Contractor shall quality inspect pump repairs/replacement (new pump) prior to delivery to the City. Attachment B - Bid Pricing/Schedule CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION RFB No. 1426 Pump Repair and Replacement Services for Waste Water and Storm Water Date: 21 12-7/ Bidder: / Authorized '01747 Signature: PAGE 1 OF 1 1. Refer to "Instructions to Bidders" and Contract Terms • d C • dations 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 trust not write over or revise the bid form. Bidders will be considered Non - Responsive if the bid form Is modified. Item # Description Parts / Materials 1 Parts/Materials Unit Qty Unit Price Total Price 2 Shipping Allowance for Parts/Materials 3 Allowance for Pick-up and Delivery Charges Labor Estimated Mark-up EA $117,600.00 % 20 EA $5,000.00 $ 1'4 J1-2-0 $5,000.00 EA $6,000.00 4 Labor Rate M -F 8:OOam - 5:OOpm HR Labor Rate (OT) Afterhours, Weekends, Holidays HR $ 6,000.00 1,200 $ 74,°° II $ t 1 zo°. cfr' 10 $ 114," $ 11.14+0.°° Total $ 244,460.00 Attachment C- Insurance Requirements CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 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 Tess 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 Tess than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2017 Insurance Requirements Utilities Pump Repairs 09/28/2017 sw Risk Management Attachment D - Warranty Requirements All Repairs include a one-year warranty. DATE:January 8, 2019 TO:Keith Selman, Interim City Manager FROM:Jim Davis, Director of Asset Management JimD@cctexas.com (361) 857-1909 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing the purchase of one 8,000-pound Rough Terrain Forklift from Hlavinka Equipment Company of East Bernard, Texas via Sourcewell Cooperative for a total amount not to exceed $89,309.93. PURPOSE: This item is to approve the purchase of one 8,000-pound Rough Terrain Forklift for Asset Management. BACKGROUND AND FINDINGS: The Asset Re-utilization/Liquidation Area of the Asset Management Department is requesting the purchase of an 8,000-pound Rough Terrain Forklift for its fleet. This unit will be used to enable the efficient management of non-running/wrecked and stationary equipment in its inventory. This forklift is being procured through the Sourcewell Cooperative, formerly National Joint Purchasing Alliance, which provides competitive pricing for the City through competitive procurements that are in compliance with Texas local and state procurement requirements. Purchase of Rough Terrain Forklift AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting of January 15, 2019 ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City’s purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Asset Management FINANCIAL IMPACT: x Operating □ Revenue □ Capital □ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $250,000.00 $0.00 $250,000.00 Encumbered / Expended Amount $153,302.00 $0.00 $153,302.00 This item $89,309.93 $0.00 $89,309.93 BALANCE $7,388.07 $0.00 $7,388.07 Fund(s): Fleet Maintenance Service Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION PURCHASE OF ROUGH TERRAIN FORKLIFT BUYER: NICOLE MALAIN SOURCEWELL/NJPA CONTRACT #042815-JCB 1 8,000-lb Rough Terrain Forklift EA 1 89,309.93$ 89,309.93$ TOTAL 89,309.93$ Hlavinka Equipment Company UNIT PRICE EXTENDED PRICEUNITITEM DESCRIPTION QTY East Bernard, TX DATE:November 26, 2018 TO:Keith Selman, Interim City Manager FROM:Sylvia Carrillo-Trevino, Assistant City Manager SylviaCa@cctexas.com (361) 826-3189 CAPTION: Resolution authorizing submittal of grant application for the Federal Emergency Management Agency Public Assistance Program in the amount of $15,000,000 for Packery Channel repairs. PURPOSE: To authorize grant submittal for Packery Channel repairs. BACKGROUND AND FINDINGS: The City will be applying for a Federal Emergency Management Agency Public Assistance Program Grant for Packery Channel repairs in the amount of $15,000,000. The grant will require a 10% match which equates to $1,500,000. Funding sources for the match have been identified and the appropriate action will be taken to secure the matching funds in January 2019. ALTERNATIVES: Do not apply for grant. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: Conforms to City Policies EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Finance Legal Authorize grant submittal for Packery Channel Repairs AGENDA MEMORANDUM Future item for the City Council Meeting of December 4, 2018 Action item for the City Council Meeting of January 8, 2019 Item #52 FINANCIAL IMPACT: □Operating □ Revenue □ Capital X Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Staff recommends approval of authorization to submit grant application. LIST OF SUPPORTING DOCUMENTS: Resolution Page 1 of 1 Resolution authorizing submittal of grant application for the Federal Emergency Management Agency Public Assistance Program in the amount of $15,000,000 for Packery Channel repairs 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 grant application for the Federal Emergency Management Agency Public Assistance Program in the amount of $15,000,000 for Packery Channel repairs. ATTEST:CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas _________ day of ___________________, 20____ The above resolution was passed by the following vote: Joe McComb _______________________ Roland Barrera _______________________ Rudy Garza _______________________ Paulette M. Guajardo _______________________ Gil Hernandez _______________________ Michael Hunter _______________________ Ben Molina _______________________ Everett Roy _______________________ Greg Smith _______________________ DATE:January 3, 2019 TO:Keith Selman, Interim City Manager FROM:Sylvia Carrillo-Trevino, Assistant City Manager SylviaCa@cctexas.com (361) 826-3189 CAPTION: A Resolution of the City of Corpus Christi, Texas, authorizing the City Manager to act in all matters in connection with the Texas Division of Emergency Management (TDEM) Hazard Mitigation Grant Project (HMGP) for La Volla Creek Improvements and committing the City to provide matching funds to secure and complete the TDEM Hazard Mitigation Grant. PURPOSE: To authorize submittal of applications for the Texas Division of Emergency Management Hazard Mitigation Grant Program. BACKGROUND AND FINDINGS: The City will be submitting applications for the Texas Division of Emergency Management Hazard Mitigation Grant Program to develop and execute projects to mitigate the flooding in the La Volla Creek basin area. ALTERNATIVES: Do not apply for grant. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: Conforms to City Policies EMERGENCY / NON-EMERGENCY: Non-Emergency Authorize submittal of applications for the Texas Division of Emergency Management Hazard Mitigation Grant Program AGENDA MEMORANDUM Future item for the City Council Meeting of January 8, 2019 Action item for the City Council Meeting of January 15, 2019 Item #53 DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: □Operating □ Revenue □ Capital X Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Staff recommends approval of authorization to submit grant applications. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION A RESOLUTION OF THE CITY OF CORPUS CHRISTI, TEXAS, AUTHORIZING THE CITY MANAGER TO ACT IN ALL MATTERS IN CONNECTION WITH THE TEXAS DIVISION OF EMERGENCY MANAGEMENT (TDEM) HAZARD MITIGATION GRANT PROJECT (HMGP) FOR LA VOLLA CREEK IMPROVEMENTS AND COMMTTING THE CITY TO PROVIDE MATCHING FUNDS TO SECURE AND COMPLETE THE TDEM HAZARD MITIGATION GRANT. WHEREAS, the City of Corpus Christi is developing applications for the TDEM Hazard Mitigation Grant Program (HMGP); WHEREAS, TDEM HMGP applicants are required to appoint an official to act as the Authorized Representative in all matters in connection with the Mitigation Grant(s); WHEREAS, TDEM HMGP applicants are required to commit 25% or more matching funds to secure and complete the TDEM Mitigation Grant(s). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: Section 1.That the City of Corpus Christi is authorized to submit applications for TDEM HMGP funds. Section 2.That the City Manager is appointed to be the Authorized Representative to act on behalf of the City in all matters in connection with the TDEM Mitigation Project(s). Section 3.That the City is committing to provide 25% or more matching funds in contribution to the TDEM Mitigation Project(s) from the Community Development Block Grant Disaster Recovery Funds allocated to the City. Passed and approved this ______ day of __________________, 2019 Attest: ______________________________________________ Rebecca L. Huerta Joe McComb City Secretary Mayor The above resolution was passed by the following vote: Joe McComb _______________________ Roland Barrera _______________________ Rudy Garza _______________________ Paulette M. Guajardo _______________________ Gil Hernandez _______________________ Michael Hunter _______________________ Ben Molina _______________________ Everett Roy _______________________ Greg Smith _______________________ DATE:January 3, 2019 TO:Keith Selman, Interim City Manager FROM:Sylvia Carrillo-Trevino, Assistant City Manager SylviaCa@cctexas.com (361) 826-3189 CAPTION: A Resolution of the City Council of Corpus Christi, Texas, for submission to the General Land Office of a Community Development & Revitalization Hurricane Harvey Non-Housing Project Application for drainage improvement projects PURPOSE: To authorize submittal of applications for the Community Development Block Grant Disaster Recovery Grant Program. BACKGROUND AND FINDINGS: The City will be submitting applications for the Community Development Block Grant Disaster Recovery Grant Program to address drainage in the La Volla Creek basin and the North Beach area. ALTERNATIVES: Do not apply for grant. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: Conforms to City Policies EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Finance Authorize submittal of applications for the Community Development Block Grant Disaster Recovery Grant Program AGENDA MEMORANDUM Future item for the City Council Meeting of January 8, 2019 Action item for the City Council Meeting of January 15, 2019 Item #53 Legal FINANCIAL IMPACT: □Operating □ Revenue □ Capital X Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Staff recommends approval of authorization to submit grant applications. LIST OF SUPPORTING DOCUMENTS: Resolution Page 1 of 2 RESOLUTION A RESOLUTION OF THE CITY COUNCIL OF CORPUS CHRISTI, TEXAS, FOR SUBMISSION TO THE GENERAL LAND OFFICE OF A COMMUNITY DEVELOPMENT & REVITALIZATION HURRICANE HARVEY NON-HOUSING PROJECT APPLICATION FOR DRAINAGE IMPROVEMENT PROJECTS WHEREAS, the City Council of Corpus Christi desires to develop a viable urban community, including decent housing and a suitable living environment and expanding economic opportunities, principally for persons of low-to-moderate income; and WHEREAS, it is necessary and in the best interest of Corpus Christi to apply for funding under the Community Development & Revitalization Grant Program for the protection of the public health and safety; NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF CORPUS CHRISTI, TEXAS: Section 1. That a Community Development & Revitalization Hurricane Harvey Non-housing Application for the La Volla Creek drainage improvements and the North Beach area drainage Improvements projects is hereby authorized to be filed with the Texas General Land Office for funding consideration under the Community Development & Revitalization Grant Program; and Section 2. That the application be for the Hurricane Harvey General Land Office allocated grant funds to the City of Corpus Christi through the Coastal Bend Council of Governments Method of Distribution to carry out Infrastructure Activities; and Section 3. That the City Manager is appointed as the Authorized Representative to act in all matters in connection with this application and participation in the Community Development & Revitalization Grant Program. Passed and approved this __th day of January 2019. Attest: _____________________________________________________ Rebecca L. Huerta Joe McComb City Secretary Mayor Page 2 of 2 The above resolution was passed by the following vote: Joe McComb _______________________ Roland Barrera _______________________ Rudy Garza _______________________ Paulette M. Guajardo _______________________ Gil Hernandez _______________________ Michael Hunter _______________________ Ben Molina _______________________ Everett Roy _______________________ Greg Smith _______________________ DATE:January 3, 2019 TO:Keith Selman, Interim City Manager FROM:Sylvia Carrillo-Trevino, Assistant City Manager SylviaCa@cctexas.com (361) 826-3189 CAPTION: A Resolution of the City Council of Corpus Christi, Texas, authorizing the submission of a Community Development & Revitalization Hurricane Harvey Housing Project Application to the General Land Office. PURPOSE: To authorize submittal of applications for the Community Development Block Grant Disaster Recovery Grant Program for a project application for housing, acquisition, and buyout program. BACKGROUND AND FINDINGS: The City will be submitting applications for the Community Development Block Grant Disaster Recovery Grant Program to address any needed housing, buyout, or acquisition related to Hurricane Harvey. The program seeks to address any low to moderate income areas that are directly impacted as a result of events such as Hurricane Harvey. ALTERNATIVES: Do not apply for grant. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: Conforms to City Policies EMERGENCY / NON-EMERGENCY: Non-Emergency Authorize submittal of applications for the Community Development Block Grant Disaster Recovery Grant Program AGENDA MEMORANDUM Future item for the City Council Meeting of January 8, 2019 Action item for the City Council Meeting of January 15, 2019 Item #53 DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: □Operating □ Revenue □ Capital X Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Staff recommends approval of authorization to submit grant applications. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION A RESOLUTION OF THE CITY COUNCIL OF CORPUS CHRISTI, TEXAS, AUTHORIZING THE SUBMISSION OF A COMMUNITY DEVELOPMENT & REVITALIZATION HURRICANE HARVEY HOUSING PROJECT APPLICATION TO THE GENERAL LAND OFFICE WHEREAS, the City Council of Corpus Christi desires to develop a viable urban community, including decent housing and a suitable living environment and expanding economic opportunities, principally for persons of low-to-moderate income; and WHEREAS, it is necessary and in the best interest of Corpus Christi to apply for funding under the Community Development & Revitalization Grant Program for the protection of the public health and safety; NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF CORPUS CHRISTI, TEXAS; Section 1. That a Community Development & Revitalization Grant Program application is hereby authorized for a Hurricane Harvey disaster housing project to be filed with the Texas General Land Office for funding consideration under the Community Development & Revitalization Grant Program; and Section 2. That the application be for the Hurricane Harvey General Land Office allocated grant funds to the City of Corpus Christi through the Coastal Bend Council of Governments Method of Distribution to carry out Housing Activities; and Section 3. That the City Manager is appointed as the Authorized Representative to act in all matters in connection with this application and participation in the Community Development & Revitalization Grant Program. Passed and approved this __th day of January 2019. Attest: __________________________________________________ Rebecca L. Huerta Joe McComb City Secretary Mayor The above resolution was passed by the following vote: Joe McComb _______________________ Roland Barrera _______________________ Rudy Garza _______________________ Paulette M. Guajardo _______________________ Gil Hernandez _______________________ Michael Hunter _______________________ Ben Molina _______________________ Everett Roy _______________________ Greg Smith _______________________ DATE:January 3, 2019 TO:Keith Selman, Interim City Manager FROM:Sylvia Carrillo-Trevino, Assistant City Manager SylviaCa@cctexas.com (361) 826-3189 CAPTION: Resolution authorizing submittal of application to the State of Texas Economic Development Administration Office in amount of $5,000,000 for the repair and extension of Junior Beck Drive. PURPOSE: To authorize submittal of application to the State of Texas Economic Development Administration Office. BACKGROUND AND FINDINGS: The City will be submitting an application to the State of Texas Economic Development Administration Office in amount of $5,000,000 for the repair and extension of Junior Beck Drive. The grant requires a 20% match which will be met with the 2018 Bond proceeds for Junior Beck Drive. The Texas EDA grant will allow the City to leverage bond proceeds and have a greater economic impact in the project area. ALTERNATIVES: Do not apply for grant. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: Conforms to City Policies EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Authorize submittal of application to the State of Texas Economic Development Administration Office AGENDA MEMORANDUM Future item for the City Council Meeting of January 8, 2019 Action item for the City Council Meeting of January 15, 2019 Finance Legal FINANCIAL IMPACT: □Operating □ Revenue X Capital □Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $1,400,000 Encumbered / Expended Amount This item $1,000,000 BALANCE $400,000 RECOMMENDATION: Staff recommends approval of authorization to submit application. LIST OF SUPPORTING DOCUMENTS: Resolution Page 1 of 1 Resolution authorizing submittal of application to the State of Texas Economic Development Administration Office in amount of $5,000,000 for the repair and extension of Junior Beck Drive. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section1:That the City Manager or designee is authorized to submit an application to the State of Texas Economic Development Administration Office in amount of $5,000,000 for the repair and extension of Junior Beck Drive. Section 2:That the grant match of 20% will be met with voter approved 2018 bond proceeds allocated to Junior Beck Drive. This resolution takes effect upon City Council approval on this the ______________ day of _________________, 2018. The above resolution was passed by the following vote: Joe McComb _______________________ Roland Barrera _______________________ Rudy Garza _______________________ Paulette M. Guajardo _______________________ Gil Hernandez _______________________ Michael Hunter _______________________ Ben Molina _______________________ Everett Roy _______________________ Greg Smith _______________________ ATTEST:CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas _________ day of ___________________, 2019 DATE:November 28, 2018 TO:Keith Selman, Interim City Manager FROM:Nina Nixon-Mendez, FAICP, Director of Development Services NinaM@cctexas.com (361) 826-3276 CAPTION: Ordinance closing, abandoning and vacating the West 7.5-Feet of a 15-Foot-wide Alley adjoining lots 19 and 20, Block Eleven, Bay View Addition according to map and/or plat thereof recorded in Volume A, Pages 24, Map Records of Nueces County, Texas., to comply with specified conditions. PURPOSE: The purpose of this ordinance is to close, vacate, and abandon the West 7.5-Feet of a 15- Foot-wide Alley adjoining lots 19 and 20, Block Eleven, Bay View Addition according to map and/or plat thereof recorded in Volume A, Pages 24, Map Records of Nueces County, Texas and requiring the owner, 7 th Craig, LLC., to comply with the specified conditions. BACKGROUND AND FINDINGS: 7th Craig, LLC. is requesting the closure, vacation, and abandonment of a 780-square Foot area of an unimproved alley, which is the west 7.5-Feet of a 15-Foot-wide Alley adjoining lots 19 and 20, Block Eleven, Bay View Addition, a map of which is recorded in Volume A, Page 24, Deed and Map Records of Nueces County, Texas located between 6th Street and 7th Street. The abandonment and vacation of the unimproved alley is being requested by the owner to increase from 11 residential units to 12 residential units. Most of this alley from Craig Street to Morgan Street has been encroached on by various property owners, making the alley inaccessible. Partial Alley Closure between 6 th Street and 7th Street, South of Craig Street AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of January 8, 2019 Second Reading Ordinance for the City Council Meeting of January 15, 2019 Ownership of this unimproved partial alley closure will be deeded to 7 th Craig, LLC. 7th Craig contacted the adjacent properties owners by mail and did not received any replies. ALTERNATIVES: Denial of the proposed alley closure. This will decrease the number of residential units allowed on the property. OTHER CONSIDERATIONS: This supports an affordable housing development. CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances Section 49-12(c). Public notice for the proposed street and alley closure was placed with the U.S. Postal Service on November 13, 2018 and published in the Caller Times on November 28, 2018. The notices were sent out to 102 property owners within 450 feet in proximity from the proposed alley closure. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies stated objections regarding the proposed alley closure. FINANCIAL IMPACT: □ Operating □Revenue □ Capital X Not Applicable Fiscal Year: 2018-2019 Project to Date Expenditures Current Year Future Years TOTALS (CIP only) Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments:No payment associated with unimproved alley right of way. RECOMMENDATION: Staff recommends approval of the partial closure of the unimproved alley closure. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibit Presentation Ordinance closing, abandoning and vacating the West 7.5-Feet of a 15-Foot-wide Alley adjoining lots 19 and 20, Block Eleven, Bay View Addition according to map and/or plat thereof recorded in Volume A, Pages 24, Map Records of Nueces County, Texas., to comply with specified conditions. WHEREAS,7th Craig, LLC. (Owner) is requesting the closure, abandonment and vacation the West 7.5-Feet of a 15-Foot-wide Alley adjoining lots 19 and 20, Block Eleven, Bay View Addition according to map and/or plat thereof recorded in Volume A, Pages 24, Map Records of Nueces County, Texas, located between 6 th Street and 7 th Street; WHEREAS,with proper notice to the public, a public hearing was held on Tuesday, January 8, 2019, during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; WHEREAS,it has been determined that it is feasible and advantageous to the City of Corpus Christi to close, abandon and vacate the West 7.5-Feet of a 15-Foot-wide Alley adjoining lots 19 and 20, Block Eleven, Bay View Addition according to map and/or plat thereof recorded in Volume A, Pages 24, Map Records of Nueces County, Texas, subject to compliance by the Owner with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1.Pursuant to the request of 7 th Craig, LLC. (Owner), the West 7.5-Feet of a 15-Foot-wide Alley adjoining lots 19 and 20, Block Eleven, Bay View Addition, according to map and/or plat thereof recorded in Volume A, Pages 24, Map Records of Nueces County, Texas, is closed, abandoned, and vacated by the City of Corpus Christi (“City”), subject to the Owners’ compliance with the conditions specified in Section 2 of this ordinance. Exhibit “A,” which is a metes and bounds description and field notes, “Exhibit B”, which is the graphical representation of the legal, which are attached to and incorporated in this ordinance by reference as if it was fully set out herein in their entireties. SECTION 2.The closing, abandonment and vacation of the unimproved alley described in Section 1 of this ordinance is expressly conditioned upon the Owners’ compliance with the following requirements: a. Upon approval by the City Council and issuance of the ordinance, all grants of public street right-of-way closures must be recorded at the Owners’ expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. Failure to record as required by this Ordinance within 180 calendar days will hereby make this Ordinance null and void. b. Ownership of the 7.5 Foot section of unimproved alley will be granted to 7th Craig, LLC. c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2019, by the following vote: Joe McComb ________________Michael Hunter______________ Roland Barrera ________________Ben Molina ______________ Rudy Garza ________________Everett Roy ______________ Paulette M. Guajardo ________________Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2019, by the following vote: Joe McComb ________________Michael Hunter______________ Roland Barrera ________________Ben Molina ______________ Rudy Garza ________________Everett Roy ______________ Paulette M. Guajardo ________________Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2019. ATTEST: _________________________________________________ Rebecca Huerta Joe McComb City Secretary Mayor Register Professional Land Surveyor License Number 4854 Texas GeoTech ENGINEERING &LAND SURVEYING, INC. EXH IBIT "A" 780.00 sq.ft.Tract of Land Being a total of 780.00 sq.ft.tract of land and being the west 7.5 feet of a 15.00 foot wide alley, adjoining Lots 19 and 20,Block 11 of the BAYVIEW ADDITION,a plat recorded in volume A,page 24 of the Map Records of Nueces Counly,Texas and being more particularly described by metes and bounds as follows; BEGINNING at a 5/8 inch iron rod found for the northeast comer of said Lot 20,Block 11 and being on the south right of way line of Craig Aven ue,said 5/8 inch iron rod being the northwest comer of this tract; THENCE N 85°33'22·•E wi th the south right of way line of said Craig Avenue,a dist ance of 7.5 feel lo a 5/8 inch iron rod set for the northeast corner of this tract; THENCE S 04°26'38"E a distance of I 04.00 feet to a 5/8 inch iron rod set for the southeast corner of this tract; THENCE S 85°33'22"'W a distance of 7.5 feet to a 5/8 inch iron rod found for the southeast comer of said Lot 19,Block 11 and being the southwest comer of this tract; THENCE N 04° 26'38"W wi th the east lot line of said Lot 19 and said Lot 20 a total distance of I 04.00 feel to POINT OF BEGINNING and containing 780.00 sq .ft .tract of land,more or less. 17risfidd 1101cs dcsc1"ip1io11 com1i111t•'.S <1 h•ga /c/0£11me1J /1111/t'H 11'IPJJ<''1171 in its e111t1TI)'.m irs origiiw lfm m..sc•al mrcl sig11n11m· sun·cmr a.uw11e.no rr>por mbili11 or {iub1/iry a tli.tlcmce o{i11·ctJrrec/111 .u.I t fa wm11gly 1•rec:onmu•11ded.a clisw11ce <1(1l1t• cm1ti1111i11 ojji1111re s111·J -tltat 1/ti.t doc1m1<•111 be im·o,.porafl •i11all /1m1re com·c ·)cmct's.wi1ho111 any re1·i.(i0/1S or delt'tio11t. June 14.2018 180406-alley.doc EXHIBIT n$'�.�-- CRAIG AVENUE EXHIBIT B SURVEY OF: BEING A TOTAL OF 780.00 SO. FT. TRACT AND BEING THE WEST 7.5 FEET OF A 15 FOOT WIDE ALLEY, ADJOINING LOTS 19 AND 20, BLOCK 11 OF THE BAYVIEW ADDITION, A PLAT IEORt$D IN VOLUME A, PAGE 24 OF THE MAP RECORDS OF NUECES COUNTY, TEXAS. I, JARREL L. MOORE, A REGISTERED PROFESSIONAL LAND SURVEYOR, DO HERESY CERTIFY THAT TO THE BEST OF MY KNOWLEDGE, THIS PLAT RE— PRESENTS AN ACTUAL SURVEY MADE ON THE GROUND UNDER MY SUPERVISION AND SUBSTANTIALLY COMPLIES WITH THE MINIMUM STANDARDS FOR LAND SURVEYING IN TEXAS AS SET FORTH BY THE TEXAS BOARD OF PROFESSIONAL LAND SURVEYORS. JUNE 14, 2018 727 MOORE RED PROFESSIONAL LAND SURVEYOR LI SE No. 4854 w LOT 1 LOT 2 LOT 3 SCALE: 1" = 20' ALL BEARINGS AND DISTANCE REFER TO THE TEXAS STATE PLANE COORDINATE SYSTEM OF 1983, TEXAS SOUTH ZONE. TEXAS 3EO TECH ENfiINEERINe & LAND sURVEYINe, INC, 5525 SOUTH STAPLES, SUITE B-2 Corpus Christi, TX 78411 (381) 993-0808 Fax (381) 993-2955 www.texasgeoteoh.eom DATE. JUNE 14, 2018 DRAWN: RC SCALE: 1" '= 20' JOB NUMBER: 180604—Alley APPROVED: JLM SURVEY: AC do JT City Council Presentation January 8, 2019 Partial Alley Closure between 6th Street and 7th Street, South of Craig Street Vicinity Map N7thS tCraig St Morgan St Aerial Overview N Yin Investment, LLC. A 7 8 0 S q . F t . Proposed alley closure7thSt780 Sq. Ft. Existing Alley N Shopping Center AreaAlley Craig St Staff Recommendation Approval DATE:December 10, 2018 TO:Keith Selman, Interim City Manager FROM:Robert Rocha, Fire Chief rrocha@cctexas.com 361-826-3932 CAPTION: Ordinance authorizing acceptance of $37,573.61 grant from Texas Office of the Governor - Homeland Security Grants Division; and appropriating $37,573.61 into Fire Grants Fund. PURPOSE: The Texas Office of the Governor – Homeland Security Grants Division has informed the City of Corpus Christi that our jurisdiction has been awarded a grant totaling $37,573.61 from the Homeland Security Grant Program (HSGP), State Homeland Security Program (SHSP). The purpose of the grant is to support state, local and regional terrorism prevention, preparedness, response and recovery capabilities. ALTERNATIVES: None OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: City Council approval of ordinance to accept and appropriate grant funds. EMERGENCY / NON-EMERGENCY: Staff is requesting a non-emergency reading to this routine, non-controversial item. Accepting a grant totaling $37,573.61 from the Texas Office of the Governor – Homeland Security Grant Division AGENDA MEMORANDUM First Reading for the City Council Meeting of 01/08/2019 Second Reading for the City Council Meeting of 01/15/2019 DEPARTMENTAL CLEARANCES: Legal Finance – Grants and Office of Management and Budget FINANCIAL IMPACT: X Operating □ Revenue □ Capital □Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $37,573.61 $37,573.61 BALANCE $37,573.61 $37,573.61 Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of this ordinance to accept and appropriate 1 grant totaling $37,573.61. LIST OF SUPPORTING DOCUMENTS: Ordinance Statement of Grant Award Ordinance authorizing acceptance of $37,573.61 grant from Texas Office of the Governor - Homeland Security Grants Division; and appropriating $37,573.61 into Fire 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 $37,573.61 from the Office of the Governor’s Homeland Security Grants Division, Homeland Security Grant Program for the Emergency Operation Center (EOC) and Transportation Management Center (TMC). SECTION 2. That $37,573.61 is appropriated in the No 1062 Fire Grants Fund from the to carry out homeland security projects for the Emergency Operation Center (EOC) and Transportation Management Center (TMC). that will significantly improve local and regional terrorism prevention, preparedness, response, and recovery capabilities. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2019, by the following vote: Joe McComb ________________Michael Hunter______________ Roland Barrera ________________Ben Molina ______________ Rudy Garza ________________Everett Roy ______________ Paulette M. Guajardo ________________Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2019, by the following vote: Joe McComb ________________Michael Hunter______________ Roland Barrera ________________Ben Molina ______________ Rudy Garza ________________Everett Roy ______________ Paulette M. Guajardo ________________Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2019. ATTEST: _________________________________________________ Rebecca Huerta Joe McComb City Secretary Mayor 11/30/2018 Office of the Governor 1/2 Statement of Grant Award (SOGA) The Statement of Grant Award is the official notice of award from the Office of the Governor (OOG). This Grant Agreement and all terms, conditions, provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies, departments, divisions, governmental entities, public corporations, and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants, agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the ‘Narrative’ and ‘Budget/Details’ tabs. By accepting the Grant Award in eGrants, the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes, regulations, policies, guidelines and requirements. In instances where conflicting requirements apply to a Grantee, the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award; the OOG Grantee Conditions and Responsibilities; the Grant Application in eGrants; and the other identified documents in the Grant Application and Grant Award, including but not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code, Title 34, Part 1, Chapter 20, Subchapter E, Division 4 of the Texas Administrative Code, and the Uniform Grant Management Standards (UGMS) developed by the Comptroller of Public Accounts; the state Funding Announcement or Solicitation under which the grant application was made, and for federal funding, the Funding Announcement or Solicitation under which the OOG was awarded funds; and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice, the current applicable version of the Department of Justice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply. For grants awarded from the Federal Emergency Management Agency (FEMA), all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply. The OOG reserves the right to add additional responsibilities and requirements, with or without advance notice to the Grantee. By clicking on the 'Accept' button within the 'Accept Award' tab, the Grantee accepts the responsibility for the grant project, agrees and certifies compliance with the requirements outlined in the Grant Agreement, including all provisions incorporated herein, and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund-Specific Requirement(s), if any, cited below: Grant Number:3707301 Award Amount:$37,573.61 Date Awarded:10/5/2018 Grantee Cash Match:$0.00 Grant Period:09/01/2018 - 12/31/2018 Grantee In Kind Match:$0.00 Liquidation Date:03/31/2019 Total Project Cost:$37,573.61 Program Fund:HS-Homeland Security Grant Program (HSGP) Grantee Name:Corpus Christi, City of Project Title:EOC and TMC Assessment Grant Manager:Dorothy Caston DUNS Number:069457786 CFDA:97.067 - Homeland Security Grant Program (HSGP) Federal Awarding Agency: U.S. Department of Homeland Security, Federal Emergency Management Agency Federal Award Date:8/6/2016 Federal/State Award ID Number: EMW-2016-SS-00056 Total Federal Award/State Funds Appropriated: $80,593,000.00 Pass Thru Entity Name:Texas Office of the Governor – Homeland Security Grants Division (HSGD) 11/30/2018 Office of the Governor 2/2 Is the Award R&D: No Federal/State Award Description: The purpose of the HSGP is to support state and local efforts to prevent terrorism and other catastrophic events and to prepare the Nation for the threats and hazards that pose the greatest risk to the security of the United States. The HSGP provides funding to implement investments that build, sustain, and deliver the 31 core capabilities essential to achieving the National Preparedness Goal (the Goal) of a secure and resilient Nation. The building, sustainment, and delivery of these core capabilities are not exclusive to any single level of government, organization, or community, but rather, require the combined effort of the whole community. DATE:December 24, 2019 TO:Keith Selman, Interim City Manager FROM:Arlene Medrano, Business Liaison, City Manager’s Office arlenem@cctexas.com (361) 826-3356 CAPTION: Ordinance authorizing six-month licenses to allow the parking of dockless vehicles in the City’s right-of-way; appropriating the fees received from said licenses into the Dockless Vehicle Fund; and amending the budget. PURPOSE: On October 12, 2018 City Staff were informed that dockless scooters were operating in the City of Corpus Christi. As with all cities where dockless scooters have appeared, our City ordinances provide very little by way of “electric scooter app-based mobility.” This new transportation product is often considered to be an excellent option to make first and last mile trips in complement with traditional transit. Other benefits of scooters are the reduction of parking conflicts, potential to extend visits to our Downtown (ie. From the Seawall to Downtown businesses), improves access to the three areas of the downtown (SEA District, Marina Arts District and Hospital District), gets people out of cars, and has potential to accelerate redevelopment because of all these things. The most important issues to be addressed at this time are parking of the scooters when not in use, maintenance and safety. A presentation was provided to the Downtown Reinvestment Zone (TIRZ #3) on November 27, 2018 and the board unanimously passed a motion recommending City Council adoption of a six-month pilot program. The Pilot Program will begin upon second reading passage by City Council estimated to be January 15, 2019 and expire six months later on approximately July 15, 2019. For the duration of the six months, the City will collect data on this mobility tool and evaluate all aspects of the system. After the six months, staff will provide a briefing update to City Council on steps moving forward. Adopting a Right of Way License Agreement to Allow Parking of Dockless Vehicles AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting 01/08/2019 Second Reading Ordinance for the City Council Meeting 01/15/2019 ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval to adopt an Ordinance. EMERGENCY / NON-EMERGENCY: Staff is requesting a non-emergency reading to this routine, non-controversial item. DEPARTMENTAL CLEARANCES: Legal Business Liaison Police FINANCIAL IMPACT: □Operating □ Revenue □ Capital x Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of this ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Right of Way License Template Power Point Presentation Ordinance authorizing six-month licenses to allow the parking of dockless vehicles in the City’s right-of-way; appropriating the fees received from said licenses into the Dockless Vehicle Fund; and amending the budget. Whereas, various companies have begun to rent dockless motorized scooters in the City and have parked the scooters on the sidewalks and in other areas on the City’s right-of- way; Whereas, the Tax Increment Reinvestment Zone # 3 board has recommended to City Council that a program be created to allow this practice to continue with certain regulations in place to protect the residents of the City; Whereas, the City wishes to implement a pilot program to allow the operation of these businesses and to help determine permanent regulations that may be needed in the future; and Whereas, the City Council believes that implementation of this pilot program through right-of-way license agreements is in the best interests of the residents of the City. NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute six-month licenses for use of City owned right-of-way to park dockless vehicles that are available to rent within the City in the form attached hereto as License Agreement – Dockless Vehicles. SECTION 2. The fees received from the dockless vehicle license agreements, in the estimated amount of $282,875, are hereby appropriated into the Dockless Vehicle fund for use to reimburse City departments for the costs of administering the license program and for sidewalk improvements and other pedestrian safety improvements. SECTION 3. That the FY2018-19 operating budget adopted by Ordinance No. 031548 is amended by increasing revenues and expenditures by $282,875. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2019, by the following vote: Joe McComb ____________ Michael Hunter ____________ Roland Barrera ____________ Ben Molina ____________ Rudy Garza ____________ Everett Roy ____________ Paulette Guajardo ____________ Greg Smith ____________ Gil Hernandez ____________ That the foregoing ordinance was read for the second time and passed finally on this the _______ day of _______________, 2019, by the following vote: Joe McComb ____________ Michael Hunter ____________ Roland Barrera ____________ Ben Molina ____________ Rudy Garza ____________ Everett Roy ____________ Paulette Guajardo ____________ Greg Smith ____________ Gil Hernandez ____________ PASSED AND APPROVED on this the _______ day of _______________, 2019. ATTEST: ________________________________ _________________________ Rebecca Huerta Joe McComb City Secretary Mayor City Council Presentation January 8, 2019 Dockless Vehicles Right of Way License 1 of 11 Timeline of Events Date Event October 12, 2018 City staff are informed of dockless scooters in Downtown October 26, 2018 City Staff hold kick-off meeting Oct. 31-Nov.1, 2018 City Staff reach scooter companies and share relevant regulations and request proof of insurance Oct. 26-Nov. 19, 2018 City Staff hold department stakeholder and external stakeholder meetings (including scooter companies) November 12, 2018 Memo sent to City Council November 27, 2018 Presentation to TIRZ #3 Board on 6 Month Pilot Program January 8, 2019 Present 6 Month Pilot Ordinance to City Council for First Reading January 15, 2019 Present 6 Month Pilot Ordinance to City Council for Second Reading. Pilot Period Begins. Jan. 15-Jul. 15, 2019 City staff will continue community engagement and data gathering process 2 of 11 Companies Currently Operating Blue Duck, 250 Bird, 1200 Lime, 150 •Track down a scooter via the app •Rent for $1 plus 15 cents/minute •Drop it off anywhere •Travel up to 15 MpH depending on weight of rider •Total Scooters in Corpus Christi as of 12/21/18 = 1,600 3 of 11 Outreach 4 of 11 Comparative Analysis for Best Practice City Vehicle Type Max Vehicles Application Fee Per Vehicle Fee Prohibited on Sidewalk Austin (in pilot) Bikes & Scooters 500 per license. No total Cap NA $30/6 months No. 16,000 scooters San Antonio (in pilot)Scooters No Cap $500 $10/6 months No, but there are restricted areas of operation. 12,600 scooters. Approved 6 month pilot on 10/11/2018 Dallas (in pilot)Bikes & Scooters No Cap $808 1-100 $1,620 Only prohibited in the CBD 9,000 scooters. Extended 6 month pilot to 12 month pilot in November. 101-200 $3,240 201-300 $4,860 301-400 $6,480 401-500 $8,100 5 of 11 Tenets of Pilot Program •Adopt binding provisions via Right of Way License Agreement •Pilot to last 6 months from date City Council approval •Use 6 months to evaluate program and for public engagement •Following 6 months, establish final rules which will require City Council approval 6 of 11 Pilot -ROW License -Parking Rules Maintain at least 36 inches of space on the sidewalk to allow for pedestrian traffic and accommodate ADA requirements; and May not be parked in a way that blocks: i.Disabled parking zones ii.Wheelchair or curb Ramps iii.Bicycle lanes iv.Transit stops, shelters, or platforms v.Commercial loading zones vi.Railroad tracks or crossings vii.Passenger loading zones or valet parking services areas viii.Street furniture that requires pedestrian access (ie. Benches) ix.Buildings entryways x.Vehicular driveways xi.Fire hydrants xii.Bus benches 1.No parking on streets 2.No parking in parking spaces 3.No parking in fire lanes 4.Must be parked upright on sidewalks 7 of 11 Pilot –ROW License -Tenets 1.Use of Right of Way, Cost of Administration and Enforcement Fee 2.Maintenance 3.Required Contact Information 4.Revocation of License 5.Required Training 6.Data Sharing 8 of 11 Example of Current Rider Training 9 of 11 Pilot -ROW License –Data Examples 10 of 11 FAQ’s •Is the City liable for injuries to riders, pedestrians and property? No. •Can we require helmets? The vendors require helmets. The City does not. The State does not. •How do we ensure ADA rules are complied with? Parking requirements enforceable via revocation of license. Alternative parking options. Education of vendors and riders. •Why regulate scooters at all? City Charter requires that any right of way license be approved by Ordinance. ROW license is required by Sec. 53-263 of City Ordinance which prohibits obstruction of the ROW. 11 of 11 1 LICENSE AGREEMENT – DOCKLESS VEHICLES STATE OF TEXAS § § COUNTY OF NUECES § This Agreement (“Agreement”) is entered into by and between the City of Corpus Christi (“City”), a Texas home-rule municipal corporation, and ___________. whose business address is __________________________ (“Licensee”). WHEREAS, the City is the owner of public infrastructure and right-of-way throughout its boundaries, including, but not limited to, streets and sidewalks; and WHEREAS, Licensee wishes to operate a business within the City to rent dockless vehicles; and WHEREAS, Licensee has requested that the City allow the use and occupancy of the City’s right-of-way for parking of Licensee’s vehicles. NOW THEREFORE, THE CITY AND LICENSEE AGREE AS FOLLOWS: In accordance with Article IX, Section 1, of the City’s City Charter, the City has granted and by these presents does grant to Licensee, for the term and upon the conditions stated in this Agreement, a License for the right to park vehicles in the City’s right-of- way in accordance with the terms of this License. The License granted by this Agreement is issued to the Licensee only. This Agreement may not be assigned by Licensee without the City Manager’s prior written consent. The City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. The License granted by this Agreement is subject to the Licensee’s compliance at all times with the following conditions: 1. Licensee agrees to pay all fees associated with the License. Failure to pay fees may result in revocation of the License on seven-days’ written notice to Licensee. The required licensing fees are as follows: a. A fee in the amount of $1 per day per vehicle available for rent in the City, which is due on the 10 th day of each month for the preceding month. Licensee shall provide, along with this fee, a report detailing the number of vehicles deployed within the City on each day of the preceding month. This fee will be used exclusively for reimbursement to City departments for the costs of administering the license program and for sidewalk improvements and other pedestrian safety improvements. 2 b. A Relocation Fee of $20 will be charged any time a City employee moves a vehicle that has been parked in an unauthorized manner for more than two hours after the City provided notification to the Licensee of the vehicle’s location. The City will notify the Licensee as soon as practicable that the vehicle was moved and will invoice any fees monthly. 2. If Licensee’s vehicles are parked in the City’s right-of-way, Licensee shall deploy, and only allow riders to park, vehicles (1) upright on sidewalks as defined by Section 53-260 of the Code of Ordinances or (2) laying flat in the grassy parkway along the curb. Licensee is encouraged to deploy, and shall encourage riders to park, the vehicles on sewer caps or other concrete areas that will not impact pedestrian access to the sidewalk. No vehicles may be deployed or parked on any City street, including in marked parking spaces on City streets. The Licensee shall ensure that its vehicles are deployed and parked in such a manner as to: a.maintain at least 36 inches of space on the sidewalk to allow for pedestrian traffic and accommodate ADA requirements; and b. not block any of the following: i. Disabled parking zones ii. Wheelchair or curb Ramps iii. Bicycle lanes iv. Transit stops, shelters, or platforms v. Commercial loading zones vi. Railroad tracks or crossings vii. Passenger loading zones or valet parking services areas viii. Street furniture that requires pedestrian access (ie. Benches) ix. Buildings entryways x. Vehicular driveways xi. Fire hydrants or fire lanes xii. Bus benches 3. This Agreement, and the rights granted under the Agreement, may be revoked at any time by the City upon a material breach by Licensee by providing the Licensee with not less than 30 days’ notice, in writing, by the City’s City Manager or 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 Licensee. 4. Subject to termination under paragraph 3 above, the term of this License is six months beginning on the date signed by the last party. This Agreement shall 3 automatically renew for successive six-month terms unless either party has given 30 days’ notice, in writing, of its desire to terminate this Agreement. This Agreement automatically terminates if Licensee discontinues or abandons the use of the City’s right-of-way for a period of more than seven consecutive days or on the effective date of any City ordinance banning the use or rental of dockless vehicles of the sort rented by Licensee in the City’s right-of-way. This Agreement will automatically expire on the effective date of any City ordinance that requires a permit for the rental of dockless vehicles within the City. This License is made expressly subject and subordinate to the right of the City to use the City’s right-of-way for any public purpose. 5. If City gives notice of termination under paragraph 3 or otherwise revokes this License, Licensee shall at its sole cost and expense make or cause to be made the removal of the vehicles from the City’s right-of-way. Licensee shall reimburse City for the cost of City’s removal of the vehicles if Licensee does not remove them within the notice period. 6. The Licensee agrees to comply with all City ordinances, State of Texas and federal laws. 7. The City may, upon at least seven days’ written notice, require Licensee to prohibit its riders from riding or parking its vehicles in specified locations during special events, such as Fiesta De La Flor. Licensee shall use geo-fencing technology and/or other appropriate methods to enforce the prohibition when requested. 8. If Licensee receives a report or complaint from any person regarding a vehicle parked in a manner that does not comply with this License, Licensee will investigate and correct any unauthorized parking within two hours. Repeated failure to timely respond to reports or complaints may result in revocation of this License on seven-days’ written notice to Licensee. If a City employee moves a vehicle that has been parked in an unauthorized manner for more than two hours, the Licensee will pay the Relocation Fee provided in paragraph 1 above. 9. The Licensee shall acquire and maintain at all times for the term of this Agreement insurance coverage pertaining to the dockless vehicle activities authorized by this License. The types of required insurance coverages must be in the minimum amounts set forth in the attached Exhibit A, the substantive content of Exhibit A being incorporated by reference into this License as if fully set out here in its entirety. The insurance policies must name the City as an additional insured and may not be canceled, renewed or materially changed by Licensee unless at least ten (10) days advance written notice has been provided to the City. Upon the City Manager’s written request, Licensee shall provide copies of all requested insurance policies to the City’s City Attorney. 4 10.Licensee agrees that its vehicles will be maintained in good, working order, and inspected regularly in accordance with the following: a. Licensee shall be capable of quickly identifying and addressing safety and maintenance issues with any of its vehicles, including a user-friendly and convenient, as determined by the City Manager, mechanism for notification to the company that there is a safety or maintenance concern with the unit. b. Licensee shall be capable of remotely disabling the use of a vehicle immediately should it be reported or found to have a safety, maintenance or other hazardous condition. c. Licensee shall remove any vehicle that is not safe to operate within two hours of receipt of notice and shall not redeploy the vehicle until repaired. d. Licensee shall keep a record of known collisions and send these reports to the City on a monthly basis, due on the 5th of each month. e. Licensee shall keep a record of maintenance activities including but not limited to identification number of the vehicle and maintenance performed. 11.On or before the effective date of this License, Licensee will provide the following information to the City: a. Name, phone number and email address of local fleet manager; b. Phone number and email address for public to report improperly parked vehicles and other violations. The phone number must be posted on each vehicle; and c. Address of fixed facilities in the City used in the operation, if any, and the address of the applicant’s headquarters, if different from the address of the fixed facilities. 12.On or before the 5th day of each month, beginning on the first month after the effective date of this License, Licensee will provide the following information to the City: a. Access to an online, interactive dashboard offering data about its fleet and trip activity within the City. Information available to the City through this dashboard shall include, but is not limited to: 5 i. Total number of rides, with the ability to sort and aggregate on a daily, monthly, quarterly, and annual basis. ii. Total number of vehicles deployed with the ability to sort, aggregate and filter historical data on a daily, monthly, quarterly, and annual basis. iii. Anonymized aggregated data in the form of heat maps showing routes, origins and destinations with the ability to sort, aggregate and filter historical data on a daily, monthly, quarterly, and annual basis. iv. The ability to export the above raw data into a comma separated value (csv) format. b. Operators shall provide the City with access to an Application Programming Interface (API) offering data about its fleet and trip activity within the City, meeting the requirements of the Mobility Data Specification (MDS) format. c. The MDS API will provide standardized data that contains information with respect to individual rides, including without limitation: Start-time, end-time, start location, end location, route information, vehicle ID, total trip distance. d. The operator is responsible for providing the City with the API key, documentation, and any other required information to fully utilize the MDS API. e. All Operators shall maintain a record of maintenance activities. These records shall be made available to the City upon request. f. Licensee warrants that the data provided pursuant to this License will be accurate. Licensee will not knowingly provide any false information. If the City determines that any of the data provided by Licensee is false or misleading, the City may immediately revoke this License. If the License is revoked in accordance with this subparagraph f, Licensee must remove all vehicles from the City’s right-of-way within 48 hours of notice from the City. g. Licensee shall not provide personally identifiable information to the City. Any information related to rides or ridership must be anonymized prior to reporting to the City. 6 13.Licensee shall educate customers, employees, and contractors regarding the laws applicable to riding, operating, and parking a dockless vehicle as well as the terms of this License related to the proper parking of dockless vehicles. 14.Licensee shall comply with Payment Card Industry Data Security Standards (PCI DSS). 15.Licensee shall take appropriate actions to safeguard any data received from customers and shall be solely responsible for any data breach. Licensee warrants that it follows accepted industry standards related to privacy and safe storage of customer data. Licensee shall promptly notify the City of any data breach. Licensee shall not provide personally identifiable information to the City. 16.LICENSEE COVENANTS TO FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AND AGENTS, ("INDEMNITEES") AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS AND ACTIONS OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS' COMPENSATION AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER (COLLECTIVELY, “CLAIMS”), ASSERTED AGAINST INDEMNITEES, WHICH ARISE OUT OF OR ARE IN ANY MANNER CONNECTED WITH, OR ARE CLAIMED TO ARISE OUT OF OR BE IN ANY MANNER CONNECTED WITH THE USE OF THE RIGHT- OF-WAY PURSUANT TO THIS AGREEMENT INCLUDING PREMISES LIABLITY, EXCEPT TO THE EXTENT SUCH CLAIMS ARE BASED ON OR RESULT FROM INDEMNITEES’ NEGLIGENCE OR UNLAWFUL OR WRONGFUL ACTS OR OMISSIONS. LICENSEE MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED ON ANY CLAIMS, WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER REASONABLE COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID CLAIMS, WHICH ARE FINALLY AWARDED BY A COURT OF COMPETENT JURISIDICTION OR AGREED TO BY LICENSEE IN SETTLEMENT. 17.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. 18.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: 7 If to Licensee:__________________ Attn: ________________ __________________ __________________ If to the City:City of Corpus Christi Attn: Business Liaison 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. Notice of vehicles parked in an unauthorized manner can be made by e-mail or by phone. For purposes of the requirement to move the vehicle under paragraph 7, notice is effective immediately upon sending the e-mail or making the phone call. Phone: ____________ E-mail address: _________________ 19.This License 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 License are performable in Nueces County, Texas. All actions arising from, out of, or related to this License must be filed, tried, and resolved in and cannot be removed from Nueces County, Texas. 20.The Licensee further agrees, in compliance with Section 2-349 of the Corpus Christi Code of Ordinances, to complete, as part of this Agreement, the “Disclosure of Interests” form attached to this Agreement as Exhibit B. Completed versions of Exhibit B by the Licensee form a part of this Agreement and are incorporated by reference into this Agreement as if set out here in their entireties. 21.This instrument, including exhibits, constitutes the entire agreement between the City and the Licensee, 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 Licensee and approved as required by City law. 22.To the maximum extent permitted by law, neither party will be liable to the other party for any (1) indirect, special or consequential damages or (2) punitive or exemplary damages suffered by such party or any of its equity holders, managers, directors, officers, employees, agents or affiliates. 8 EXECUTED IN DUPLICATE by the PARTIES, both of which hereby represent that the signatures to this AGREEMENT, below, are of those persons with the capacity and authority to legally bind the PARTIES. LICENSEE Name Date Title Company ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF ________________§ This instrument was acknowledged before me on , 2019, by _____________, as ______ of _____________, on behalf of said company. Notary Public’s Signature 9 IN TESTIMONY WHEREOF, the City of Corpus Christi has caused these presents to be executed on this the day of , 2019. ATTEST:CITY OF CORPUS CHRISTI By: Rebecca Huerta,Samuel Keith Selman City Secretary Interim City Manager THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on , 2019, by Samuel Keith Selman, as Interim City Manager of the City of Corpus Christi, a Texas Municipal Corporation, on behalf of said corporation. Notary Public, State of Texas APPROVED AS TO LEGAL FORM: ____________________________ Assistant City Attorney (Date) For City Attorney EXHIBIT A INSURANCE REQUIREMENTS I.VENDOR’S LIABILITY INSURANCE A.Vendor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Vendor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B.Vendor 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 cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1.Commercial Broad Form 2.Premises – Operations 3.Products/ Completed Operations 4.Contractual Liability 5.Independent Contractors 6.Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate II.ADDITIONAL REQUIREMENTS A.Applicable for paid employees, Vendor 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 Vendor is not domiciled in the State of Texas. B.Vendor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Vendor'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.Vendor 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.Vendor 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, Vendor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Vendor'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 Vendor'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 Vendor to stop work hereunder, and/or withhold any payment(s) which become due to Vendor hereunder until Vendor demonstrates compliance with the requirements hereof. G.Nothing herein contained shall be construed as limiting in any way the extent to which Vendor may be held responsible for payments of damages to persons or property resulting from Vendor's or its subcontractor’s performance of the work covered under this contract. H. It is agreed that Vendor'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 City Manager’s Office ROW - Driverless Vehicles - Scooters Right of Way License 11/16/2018 sw Risk Management EXHIBIT B CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with “NA”. See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: _________________________________________________________________ STREET ADDRESS: _____________________________________ P.O. BOX:________________ CITY:_____________________________________ STATE: ____________ ZIP: _______________ FIRM IS:1.Corporation 2. Partnership 3. Sole Owner 4.Association 5. Other ______________________________ If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1.State the names of each “employee” of the City of Corpus Christi having an “ownership interest” constituting 3% or more of the ownership in the above named “firm.” Name Job Title and City Department (if known) 2.State the names of each “official” of the City of Corpus Christi having an “ownership interest” constituting 3% or more of the ownership in the above named “firm.” Name Title 3.State the names of each “board member” of the City of Corpus Christi having an “ownership interest” constituting 3% or more of the ownership in the above named “firm.” Name Board, Commission or Committee 4.State the names of each employee or officer of a “consultant” for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an “ownership interest” constituting 3% or more of the ownership in the above named “firm.” Name Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or 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: Signature of Certifying Person:Date: DEFINITIONS a. “Board member.” A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. “Economic benefit”. An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. “Employee.”Any person employed by the city, whether under civil service or not, including part-time employees and employees of any corporation created by the city. d. “Firm.”Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. “Official.” The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f.“Ownership Interest.” Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. “Constructively held” refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. “Consultant.” Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Project No: E16458 (Page 1)EP/CJ Legistar No.: 19-0017 REV:2 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting of January 15, 2019 DATE:November 26, 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 Becky Perrin, Interim Director of Parks and Recreation beckyp@cctexas.com (361) 826-3042 CAPTION: Ordinance amending the FY 2019 Capital Improvement Program budget to increase the year one budget for project #E16458 Restoration of SEA District Water Features in the amount of $300,000; and authorizing execution of professional services contract with LNV, Inc., in the amount of $364,100 for the Restoration of SEA District Water Features project. PURPOSE: This provides for the professional services contract to conduct investigations and to develop bid documents for upgrading and restoring the Water Garden and Bayfront Park Fountains to operation. BACKGROUND AND FINDINGS: The Water Garden, constructed in the 1980’s, is located between the American Bank Center, Art Museum and Museum of Science and History. The Bayfront Park Fountain, constructed in 2008, is located adjacent to the Seawall and Shoreline Drive. This project proposes to investigate existing problems, provide engineering design and construction documents to correct electrical, mechanical and other problems to restore the maintenance and operability of both features. The Water Garden is an architectural water feature with an underground vault housing electrical, Professional Services Contract Restoration of SEA District Water Features (CIP - Type A) Project No: E16458 (Page 2)EP/CJ Legistar No.: 19-0017 REV:2 mechanical and water treatment equipment. The vault is connected to the fountain through a network of underground piping and electrical circuits. Electrical and mechanical equipment in the vault has experienced damage due to flooding and is inoperable. The vault also lacks safe and adequate access and egress for maintenance personnel. Maintenance staff have concluded that the feature is not economically serviceable as an underground vault structure. Proposed improvements include relocating all electrical, mechanical and water treatment equipment to a new above-ground building that will blend architecturally with surrounding facilities and not obstruct sight lines. All equipment will be replaced with current technology incorporating remote telemetry. The Bayfront Park Fountain is comprised of a fountain, and Kiosk building with restroom and basement, that houses required mechanical, electrical and water treatment equipment. The fountain experiences frequent outages and is currently inoperable. Additionally, there are four wind turbines originally intended to reduce energy requirements which are inoperable as well. Proposed improvements will design mechanical, electrical and control upgrades to restore fountain to operability. Wind turbines will be restored to allow free rotation but with power generators disconnected. Design will include repairs to damage at Kiosk building and restroom. Project includes an allowance for potential building modifications to re-purpose the Kiosk for commercial occupancy. This project is an approved FY 2019 Capital Improvement Program (CIP) Public Health and Safety project. The project is being accelerated to minimize the amount of time the water features are out of service. This schedule compression will result in a higher expenditure for this fiscal year than is indicated in the approved CIP. There are sufficient funds within the current Seawall CIP and an appropriation for additional funds is not needed at this time. LNV was selected under RFQ 2016-01 Part C for Public Facilities Project Services and based on their previous work associated with the Water Garden. ALTERNATIVES: 1.Authorize execution of the Professional Services Contract. (Recommended) 2.Do not authorize execution. (Not Recommended) OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Complies with statutory requirements for professional services contracts. Conforms to FY 2019 Capital Improvement Plan. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: This item was presented to and approved by the Corpus Christi Business and Job Development Corporation at their Monday, December 10, 2018 meeting. Parks and Recreation Project No: E16458 (Page 3)EP/CJ Legistar No.: 19-0017 REV:2 FINANCIAL IMPACT: □Operating □ Revenue X Capital □ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 150,000 1,250,000 1,400,000 Ordinance (This Item)300,000 300,000 Revised Budget 450,000 1,250,000 1,700,000 Encumbered / Expended Amount This item 364,100 364,100 Future Anticipated Expenditures This Project 85,900 85,900 BALANCE 0 1,250,000 1,250,000 Fund(s): Sales Tax Proceeds RECOMMENDATION: City staff recommends award of this professional services contract with LNV. LIST OF SUPPORTING DOCUMENTS: Ordinance Project Budget Location Map Presentation Contract Ordinance amending the FY 2019 Capital Improvement Program budget to increase the Year One budget for Project #E16458 Restoration of SEA District Water Features in the amount of $300,000; and authorizing execution of professional services contract with LNV, Inc., in the amount of $364,100 for the Restoration of SEA District Water Features project. WHEREAS, two SEA District water features and four adjacent wind turbines are currently inoperable; WHEREAS, putting equipment back into service in a timely manner for public enjoyment will require an accelerated project schedule; WHEREAS, accelerating the project schedule will require an increase in the approved Year One project budget; WHEREAS, required funds to accelerate the project schedule currently exist within Fund 3271 Seawall System CIP; and WHEREAS, the City Council approved the FY 2018 – 2019 Capital Improvement Program (CIP) Budget on its second reading on September 18, 2018, by Ordinance No. 031550; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1.The FY 2019 Capital Improvement Budget adopted by Ordinance No. 031550 is amended to increase the year one budget in the amount of $300,000, for a new year one total of $450,000, for the SEA District Water Features project #E16458. SECTION 2.Funds in the amount of $300,000 are currently located in the Seawall System Fund Number 3271 and no increase in the FY 2019 Capital Improvement Budget is required at this time. SECTION 3.The City Manager or designee is authorized to execute a professional services contract for the Restoration of SEA District Water Features project with LNV, Inc. of Corpus Christi, Texas in the amount of $364,100 for design and construction documents to restore the water features and wind turbines. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of January, 2019, by the following vote: Joe McComb ____________Michael Hunter ____________ Roland Barrera ____________Ben Molina ____________ Rudy Garza ____________Everett Roy ____________ Paulette M. Guajardo ____________Greg Smith ____________ Gil Hernandez ____________ That the foregoing ordinance was read for the second time and passed finally on this the _______ day of January, 2019, by the following vote: Joe McComb ____________Michael Hunter ____________ Roland Barrera ____________Ben Molina ____________ Rudy Garza ____________Everett Roy ____________ Paulette M. Guajardo ____________Greg Smith ____________ Gil Hernandez ____________ PASSED AND APPROVED on this the _______ day of January, 2019. ATTEST: ________________________________ _________________________ Rebecca Huerta Joe McComb City Secretary Mayor (Capital Improvement Program - Type A Sales Tax) PROJECT FUNDS AVAILABLE: Type A Sales Tax Proceeds……………………………………………………………………1,400,000 Type A Sales Tax Ordinance (THIS ITEM)…………………………………………………300,000 TOTAL FUNDS AVAILABLE…………………………………………………………………1,700,000 FUNDS REQUIRED: Construction Fees:…………………….……………………………………………………… TBD Construction (TBD) …………………………………………………………… TBD Contingency (10%)……………...……………………………………………TBD Construction Inspection and Testing Fees:………………………………….………………TBD Construction Inspection (Est)…………………………………………..………TBD Testing Services (Est)…...………………..…………………………………… TBD Design and Geotechnical Fees:………………………………………………………………364,100 Professional Services Contract (LNV, Inc.) (THIS ITEM)….…………… 364,100 Reimbursements:……………………………………………………………………………… 85,900 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget)………34,000 Engineering Services (Project Mgt)……………………………………………50,400 Misc. (Printing, Advertising, etc.)………………………………………………1,500 TOTAL……………………………………………………………………………………………450,000 ESTIMATED PROJECT BUDGET BALANCE………………………………………………1,250,000 Restoration of SEA District Water Features PROJECT BUDGET ESTIMATE 37 181 PROJECT LOCATION N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Restoration of SEA District Water Features Project Number: E16458LOCATION MAP NOT TO SCALE City Council Presentation January 8, 2019 Restoration of SEA District Water Features (CIP – Type A) 1 Project Location 2 Project Vicinity 3 Project Vicinity 4 Project Vicinity 5 Project Scope 6 Investigate and develop recommendations to restore fountain operations and maintenance including: Water Garden: –Construct new above ground pump house –Relocate/replace of existing Mech/Elect/Plumb (MEP) equipment –Fountain upgrades –Misc. site improvements Bayfront Park Fountain: –MEP upgrades and repairs –Optional wind turbine upgrades (pending scope and cost) –Minor Kiosk building renovations –Potential re-purposing of the Kiosk building Project Schedule 7 Projected Schedule reflects City Council award in January 2019 with anticipated completion in February 2020. Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Design Bid / Award Construction 2019 2020 Questions? 8 Contract for Professional Services Page 1 of 11 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT (No./Name) E16458 - Restoration of SEA District Water Features The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and LNV, Inc., 801 Navigation, Suite 300, Corpus Christi, Nueces County, Texas 78408, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL .......................................................................3 ARTICLE III COMPENSATION ............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS ......................................................5 ARTICLE VII INDEMNIFICATION .........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT ....................................................7 ARTICLE X OWNER REMEDIES .......................................................................7 ARTICLE XI CONSULTANT REMEDIES .............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS Contract for Professional Services Page 2 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 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 3rd party owners/operators. Contract for Professional Services Page 3 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 $364,100.00. 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 in compliance with the Texas Prompt Payment Act. 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 4 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 BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate “Final Bill – no additional compensation is due to Consultant.” 3.9 City may withhold compensation to such extent as may be necessary, in City’s opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant’s work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV – TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of ____ years beginning on the Effective Date. The Agreement may be renewed for up to _____ one-year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Contract for Professional Services Page 5 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 W ork 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 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 6 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 7 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; (3) Calculation of non-value added work costs incurred by the City; and Contract for Professional Services Page 8 of 11 (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 of or related to this Agreement through discussions directly between those senior management Contract for Professional Services Page 9 of 11 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. 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. Contract for Professional Services Page 10 of 11 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 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. 13.15 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. CITY OF CORPUS CHRISTI LNV, INC. Jeff H. Edmonds, P.E. Date Dan er Director of Engineering Services President APPROVED Assistant City Attorney Date ATTEST City Secretary Date 801 Navigation, Suite 300 Corpus Christi, Texas 78408 (361) 883-1984 Office danl@Invinc.com sjones@Invinc.com Date 111z' I19 Fund Name Accounting Unit Account No. Activity No. Amount Seawall System CIP 3271-707 550950 E16458 -01 -3271 -EXP $364,100 Total $364,100 Contract for Professional Services Page 11 of 11 EXHIBIT A Page 1 of 8 Revised November 26, 2013 EXHIBIT ‘A’ CITY OF CORPUS CHRISTI, TEXAS RESTORATION OF S.E.A. DISTRICT WATER FEATURES PROJECT NO. E16458 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 Architect/Engineer-A/E (also referred to as Consultant) will: a) Prepare PowerPoint presentation in City format for City Council Meeting. b) Hold Project Kick-off Meeting. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. c) Provide required scope of services for City’s geotechnical and SUE consultants. d) Request 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 and recommendations for a 30-year pavement section. 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. j) Conduct the hydraulic analysis to quantify the storm sewer design of existing and proposed systems. Include the analysis of inlet capacity. k) Identify electric and communication utility companies and private pipeline companies that may have existing facilities that must be relocated to accommodate the proposed improvements. l) 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, CDBG, USPS, affected school districts (CCISD, FBISD, etc.), community groups, TDLR, etc. n) Identify and recommend public outreach and community stakeholder requirements. 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, or other applicable supporting documents required per City Plan Preparation Standards Contract Format (CPPSCF). Engineering Letter Report to include: EXHIBIT A Page 2 of 8 Revised November 26, 2013 1. Provide a concise presentation of pertinent factors, sketches, designs, and parameters which will or may impact the design, including engineering design basis, preliminary layout sketches, construction sequencing, conformance to master plans, identification of needed additional services, identification of needed permits and environmental considerations, 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. Provide results of analysis of government agencies having jurisdiction to approve design of the Project. 5. Provide ROW parcels for acquisition, if required. p) Submit one (1) copy in an approved electronic format, and one (1) paper copy of the Draft Engineering Letter Report. q) Submit computer model file, results and calculations used to analyze drainage. r) Conduct project review meeting with City staff to review and receive City comments on the Draft Engineering Letter Report as scheduled by City Project Manager. s) 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 as applicable) suitable for reproduction. City staff will provide one set only of the following information (as applicable): 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. 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) Field location of existing city utilities (A/E to coordinate with City Operating Department). f) Applicable Master Plans and GIS mapping are available on the City’s website. g) City Control survey bench marks and coordinates. h) Preliminary traffic impact assessment. 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 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) Prepare one (1) set of construction documents in City standard format for the work identified in the approved ELR. Construction plans to include improvements or modifications to the existing Water Gardens Fountain, and EXHIBIT A Page 3 of 8 Revised November 26, 2013 Bayfront Park Fountain and Wind Turbines 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”. 1. Prepare detailed Traffic Control Plans to 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 (to be included under additional services). 2. Provide Storm Water Pollution Prevention Plan, including construction drawings (to be included under additional services). e) Furnish one (1) 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 minutes to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and, upon Notice to Proceed. g) Provide one (1) set of the pre-final plans and bid documents (100% 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 100% review meeting. Prepare meeting agenda 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. i) Assimilate all final review comments and upon approval by the Executive Director of Public Works, 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. j) 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 8 Revised November 26, 2013 k) Prepare and submit Monthly Status Reports to the Project Manager no later than the last Wednesday of each month. The City staff will: a) Designate an individual to have responsibility, authority, and control for coordinating activities for the Project. b) Provide the budget for the Project specifying the funds available for the construction contract. 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) 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. f) Assist in the preparation of Agenda Memoranda and PowerPoint presentation in City format for City Council Meeting. 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 AE will, upon receipt of written requests from City staff, perform Construction Administration services on a Time and Materials basis within the limits of the budget established in Section III. Fees below. Construction Administration services are anticipated to include the following: a) Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacting the project. EXHIBIT A Page 5 of 8 Revised November 26, 2013 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, as requested by City Staff, 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) Review, evaluate and recommend for City consideration Contractor Value Engineering proposal. g) 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. 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 CAD 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) Designate an individual to have responsibility, authority, and control for coordinating activities for the construction phase. b) Prepare applications/estimates for payments to contractor. c) Prepare change orders. d) 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 Executive Director of Public Works. A/E may not begin work on any services under this section without specific written authorization by the Executive Director of Public Works. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Executive Director of Public Works as required. The A/E shall, with written authorization by the Executive Director of Public Works, perform the following: 1. 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”. Topographic survey will include the following: a. Reference to a minimum of two (2) found boundary monuments from the Project area. EXHIBIT A Page 6 of 8 Revised November 26, 2013 b. Establish horizontal and vertical control. c. Horizontal control will be based upon 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). d. Vertical control will be based upon NAVD 88. e. Set project control points for horizontal and vertical control outside the limits of project construction disturbance. f. All control work will be established using conventional (non-GPS) methods. g. Locate surface improvements with the Project Limits including trees. h. Survey natural ground elevations to establish existing contours throughout the Project Limits. i. Determine flowlines and incoming pipe sizes and materials for storm water, water and wastewater infrastructure, as necessary. j. Locate soil/pavement core holes as drilled by the City’s Geotechnical Consultant. k. Survey SUE locations established by Others. l. Generate electronic planimetric base map for use in Project design. 2. Windstorm (Inspection & Certification): AE will design new Water Gardens’ pump house in accordance with TDI requirements for windstorm; prepare and submit to TDI required windstorm documentation; and, perform inspections of construction activities in the field required to certify compliance with design plans. 3. Prepare Architectural Renderings: AE will prepare architectural renderings of the Water Garden Fountain Improvements and the Bayfront Park Fountain and Wind Turbine Improvements to be used as exhibits at a presentation to the Type ‘A’ Board. 4. Presentation to the Type ‘A’ Board: AE will make one (1) presentation to the Type ‘A’ Board that explains the proposed improvements to be made at the Water Gardens and Bayfront Park. 5. Asbestos Survey (Water Gardens): AE will perform an asbestos survey of the existing underground vault pump/mechanical room at the Water Gardens Fountain, including the preparation of a report of findings. 6. Preliminary Designs for Potential Uses of Kiosk Bldg. (Bayfront Park) (Allowance): This Additional Service Line Item provides for an allowance to be used for preliminary designs of potential uses of the kiosk building at the Bayfront Park. DESIGN, BID and CONSTRUCTION phase services will be accomplished under an Amendment to this Contract, if desired. 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. EXHIBIT A Page 7 of 8 Revised November 26, 2013 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 (*) Date Activity Upon receipt of approval of this Contract and Limited Notice to Proceed from the City Engineer (prior to Contract Execution) Commence Preliminary Phase Efforts 6 Weeks after Commencement of Preliminary Phase Efforts, or Receipt of Signed Contract, whichever is later Deliver DRAFT Engineering Letter Report (ELR) 2 Weeks City Review 3 Weeks after Receipt of City Comments Deliver FINAL ELR Upon approval of FINAL ELR and receipt of NTP for Design Begin Design Phase Services 6 Weeks after Receipt of Design NTP Deliver 60% Submittal Package 2 Weeks City Review 3 Weeks after Receipt of 60% Comments Deliver 100% Submittal Package 2 Weeks City Review 2 Weeks after Receipt of 100% Comments Deliver Sealed Bid Documents 2 Weeks after Sealed Submittal Advertise for Bids 2 Weeks after Advertise to Bid Pre-Bid Conference 3 Weeks after Advertise to Bid Receive Bids Two (2) Months after Receive Bid Contract Award Four (4) Weeks after Project Award Begin Construction Approximately 6 Months 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 Executive Director of Public Works 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 8 of 8 Revised November 26, 2013 Summary of Fees Basic Services Fee 1. Preliminary Phase $ 97,300 2. Design Phase $ 150,600 2. Bid Phase $ 15,000 3. Construction Administration Phase (T&M) $ 40,000 Subtotal Basic Services Fees $ 302,900 Additional Services Fees (Allowance) 1. Topographic Survey * $ 8,610 2. Windstorm (Inspection & Certification) * $ 7,600 3. Prepare Architectural Renderings * $ 7,920 4. Presentation to Type ‘A’ Board * $ 5,210 5. Asbestos Survey (Water Gardens) * $ 2,990 6. Preliminary Designs for Potential Uses of Kiosk Bldg. (Bayfront Park) (Allowance) $ 22,570 7. Warranty Phase $ 6,300 Sub-Total Additional Services Fees Authorized $ 61,200 Total Authorized Fee $ 364,100 *Additional Services to be authorized upon receipt of the Notice to Proceed for Basic Services. RESTORATION OF S.E.A. DISTRICT WATER FEATURES EXHIBIT ‘A-1’ City of Corpus Christi Page 1 of 2 EXHIBIT ‘A-1’ (Provides supplemental description to Exhibit 'A'. Task List does not supersede Exhibit 'A'.) CITY OF CORPUS CHRISTI, TEXAS RESTORATION OF S.E.A. DISTRICT WATER FEATURES PROJECT NO. E16458 TASK LIST I. SCOPE OF SERVICES A. BASIC SERVICES 1. Preliminary Phase a. Perform Preliminary Phase Services as indicated in Exhibit ‘A’. Services struck through are not part of the scope of services of this Contract and will not be performed. 2. Design Phase a. Perform Design Phase Services as indicated in Exhibit ‘A’. Services struck through are not part of the scope of services of this Contract and will not be performed 3. Bid Phase a. Perform Bid Phase Services as indicated in Exhibit ‘A’. Services struck through are not part of the scope of services of this Contract and will not be performed. 4. Construction Phase a. Construction Phase Services shall be performed on a Time and Material Basis upon receipt of a written requests from City Staff. Services may include those indicated in Exhibit ‘A’, but may also include additional services as requested by City Staff. Engineering services will not be performed in excess of the budget established in Exhibit ‘A’ without approval and execution of a Contract Amendment increasing the Construction Phase budget. LNV will keep the City apprised of the status of available funds for Construction Phase Services. B. ADDITIONAL SERVICES 1. Topographic Survey * a. Perform Services as indicated in Exhibit ‘A’. 2. Windstorm (Inspection & Certification) * a. Perform Services as indicated in Exhibit ‘A’. 3. Prepare Architectural Renderings * a. Perform Services as indicated in Exhibit ‘A’. 4. Presentation to the Type ‘A’ Board * a. Perform Services as indicated in Exhibit ‘A’. RESTORATION OF S.E.A. DISTRICT WATER FEATURES EXHIBIT ‘A-1’ City of Corpus Christi Page 2 of 2 5. Asbestos Survey (Water Gardens) * a. Perform Services as indicated in Exhibit ‘A’. 6. Preliminary Designs for Potential Uses of the Kiosk Bldg. (Bayfront Park) (Allowance) a. If authorized by the City, perform Services as indicated in Exhibit ‘A’. 7. Warranty Phase a. If authorized by the City, perform Services as indicated in Exhibit ‘A’. (* Additional Service to be authorized with execution of the Contract.) C. CONTRACT EXCLUSIONS AND CONDITIONS 1. Permitting with TDLR is not required of this project and is not included in the scope of services of this Contract. 2. Preparation and processing of a Building Permit Application through the City’s Development Services Department is not included in the scope of services of this Contract. 3. Preparation for and attendance of public or stakeholder meetings, other than the presentation to the Type ‘A’ Board, are not included in the scope of services of this Contract. 4. Engineering/architectural services not listed in this Contract are excluded from the scope of work of this Contract. 5. Excluded services can be provided, if desired, for additional fees. 6. The Contract scope of services includes the preparation of one (1) set of bid documents (i.e. construction plans, specifications and contract documents) for the installation of all Project improvements and one (1) bid process. 7. The Water Gardens’ new pump house will be designed with all new equipment. No existing equipment will be re-used in the new pump house. 8. The existing mechanical/pump room for the Bayfront Park Water Fountain will continue to be used, as is. 9. Certain design components of this Contract, such as, but not limited to, the control systems for both fountains, will be completed by a Performance Specification, in lieu of detailed engineering drawings. Exhibit B-1 Confidential Rate Sheet Page 1 of 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 ($/hr) TX REGISTRATION #: Project Consultant: CAD Technician: Clerical: Other – specify: SUBCONSULTANT(S): (firm) Principal(s): Project Consultant: CAD Technician: Clerical Other – specify: Add additional subconsultants as needed. 1 Rev 04/17 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, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $500,000 Combined Single Limit PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions 2 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 3 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. 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 Article 2 – 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 Article 13 – 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 Article 25 – Shop Drawings ......................................................................................................................... 17 Article 26 – Record Data ............................................................................................................................. 20 Article 27 – Construction Progress Schedule .............................................................................................. 21 Article 28 – Video and Photographic documentation ................................................................................ 21 Article 29 – Execution and Closeout ........................................................................................................... 21 Article 30 – 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.B 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 ilhSUPPLIER NUMBER TO BE ASSIGNED BY CffY PURCHASING DIVISION City of Corpus Christi CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: LNV, Inc. P. O. BOX: STREET ADDRESS: 801 Navigation, Suite 300 CITY: Corpus Christi FIRM IS: 1. Corporation 4. Association e 2. Partnership 5. Other e ZIP: 78408 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name N/A Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant 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: Dan S. Leyendecker (Type or Print) Signature of Certifying Person: Title: President Date: October 29, 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. EXHIBIT "E" Page 2 of 2 DATE:December 18,2018 TO:Keith Selman,Interim City Manager FROM: Daniel McGinn, AICP, CFM, Director of Planning and ESI DanielMc@cctexas.com (361) 826-7011 STAFF PRESENTER(S): Name Title/Position Department 1.Daniel McGinn Director Planning &ESI 2. Keren Costanzo Senior City Planner Planning &ESI 3.Arlene Medrano Business Liaison Office of the City Manager OUTSIDE PRESENTER(S): Name Title/Position Organization 1.Christine Bryant Director of Business Retention &Expansion CCREDC 2.Alyssa Barrera Executive Director DMD BACKGROUND: The Planning Department will provide a presentation to City Council on Opportunity Zones. LIST OF SUPPORTING DOCUMENTS: -PowerPoint Presentation -Downtown Corpus Christi Investment Brochure Opportunity Zones AGENDA MEMORANDUM City Council Meeting on January 8, 2018 Opportunity Zones City Council Presentation January 8, 2019 1 2 Background Opportunity Zones were established by Congress in The Tax Cuts and Jobs Act of 2017. Purpose: Incentivize private investment in historically underserved communities, resulting in economic development and job creation. Opportunity Zones are low-income Census Tracts nominated by governors and certified by the U.S. Department of the Treasury. Potential for $6 trillion of private investment 3 Map of Corpus Christi Opportunity Zones 4 Map of Corpus Christi Opportunity Zones (Tracts 63 and 64) IH 37 North Beach Eligible tracts shaded white City limits -------------Downtown Port Area 5 Map of Corpus Christi Opportunity Zones (Tracts 10, 16.02, and 20.01)PortMorgan Memorial Hospital Site Del Mar College Martin Middle School 6 Map of Corpus Christi Opportunity Zones (Tract 22) HEB Baker Middle School Del Mar Facility 7 Map of Corpus Christi Opportunity Zones (Tracts 27.04 and 29) NAS – Corpus Christi Proposed Barisi Village Project 8 The Incentives Source: Fundrise; November 20, 2018. https://fundrise.com/education/blog-posts/what-are-opportunity-zones-and-how-do-they-work 9 How Do They Work Source: Capital Area Council of Governments, Opportunity Zones: Is the New Program Promising or Problematic?https://www.datapoints.org/data-points-blog/opportunity-zones-is- the-new-program-promising-or-problematic; July 6, 2018. 10 Potential Returns to Investors Source: Economic Innovation Group, Urban Land Institute Presentation: Navigating the Land of OZ, Understanding Opportunity Zones and Opportunity Funds; August 22, 2018. Per: Economic Innovation Group “ “ 11 Looking Forward Source: Economic Innovation Group, Urban Land Institute Presentation: Navigating the Land of OZ, Understanding Opportunity Zones and Opportunity Funds; August 22, 2018. 2018 Zones certified and final map in place IRS releases O-Fund self-certification form IRS/Treasury release further guidance “Early Mover” funds form and capitalize 2019 Bulk of funds form and capitalize Investment starts to flow 2020 & 2021 Funds begin to invest at scale Funds reach 90% threshold requirement Investors continue to pile on in advance of the 2021 deadline to get the 5-year step up by 2026 First real picture of impact takes shape 12 Next Steps Develop a Prospectus Document Create a Website Portal for information about Corpus Christi Opportunity Zones Provide these resources to investors seeking investment opportunities, as well as to property and business owners located in Opportunity Zones CCREDC to host a workshop on Opportunity Zones Downtown Corpus Christi offers something you won't find anywhere else in Texas. Bankers, lawyers, accountants, engineers, techies and artists alike come together here to create the economic epicenter of the South Texas Gulf Coast, overlooking a picturesque O•(‘‘ marina. Downtown high rises offer inspiring Ad' views of the bay and the ship channel shows off 44* the global economy that flows through the city ,`O �.0 every day. Reimagined urban living spaces are QO beginning to inhabit historic buildings, bringing new life to the city's original neighborhood. Downtown is central to the entire region with $50 billion investment, it's convenient to air, rail and highway and offers one of the best addresses in the Lone Star State. It's always unique and always working. Come be part of the core of our region and invest in Downtown Corpus Christi today. DOWNTOWN MANAGEMENT Corpus Christi DISTRICT REGIONAL ECONOMIC DEVELOPMENT CORPORATION Developed in Partnership with Corpus Christi Downtown Management District & Corpus Christi Regional Economic Development Corporation A BOOMING MARKET WITH ROOM FOR GROWTH • Port of Corpus Christi #1 Exporter of U.S. Crude Oil • $50 Billion in new projects in the region • New $1 Billion Harbor Bridge under construction • $650 Million in Downtown projects including medical, corporate, tourism and hospitality • Downtown Corpus Christi accounts for 15% of the total MSA Employment, 25% of FIRE, STEM & Professional Service Employment • 8.1 Million Annual Visitors to Corpus Christi • Robust Rental & Housing Market FOR MORE INFORMATION CONTACT: Corpus Christi Downtown Management District Alyssa Barrera, Executive Director 361-882-2363 I alyssa@cctexasdmd.com Downtown Incentives Available to Enhance Investor Returns OPPORTUNITY ZONE The Downtown Census Tract, 48355006400, was designated an Opportunity Zone on April 20, 2018. STATE & FEDERAL HISTORIC TAX CREDITS Buildings which qualify for Federal and Texas Historic Tax Credits. ECONOMIC DEVELOPMENT INCENTIVES FUND Type A & B Incentives available to drive job creation or expansion within City Limits, funded by voter authorized, local sales tax. PACE PROGRAM Nueces County is authorized for participation in Texas PACE Program, to finance upgrades to existing buildings mechanical and electrical systems with efficiency savings. TAX INCREMENT REINVESTMENT ZONE Downtown was designated a Reinvestment Zone (authorized by Texas Tax Code) in 2008. In 2015, we launched new incentive programs and planning initiatives to improve downtown operations. DESIGNATED TEXAS MAIN STREET COMMUNITY & TEXAS CULTURAL DISTRICT Largest Main Street Community and one of only 36 Texas Cultural Districts. DATABASE OF AVAILABLE DOWNTOWN PROPERTIES Newly uploaded database on Downtowntx.org, beyond listed on Loopnet & CoStar. TIRZ INCENTIVE PROGRAMS Using development cost data and market demand data, the City and the DMD worked together to develop four incentive programs to drive new investment within the Zone. The purpose of these programs is to activate vacant buildings and increase housing supply, within the next three years. Program New Commercial Tenant Finish -Out Grant Program Possible Incentive Up to $10 per sq./ft. Reimbursement Chaparral Street Property Up to 50/50 Improvement Grant Program Reimbursement Grant Downtown Living Up to $10,000 Rebate per Initiative Multi -family Unit Project Specific Up to 75% of 10 Year Tax Development Reimbursement Grant Agreement Qualifying Categories • Dining, Entertainment, or Mixed Use Development • 1st Floor, Active Street Location • Wall, Floor & Permanent Fixtures • Currently Vacant Availability $100,000, Annually • Building Improvement Costs Related $200,000, to Occupying a Vacant Structure Annually • At Least 10 Unit Development • Environmental Remediation • Code Compliance • Historic Preservation • Structured Parking • Urban Design/Landscaping • Public Improvements/Utilities • Residential Developments over 100 Units ($10,000 per Unit) 100 Units, Annually Based on Project Cost visit GoDowntownCC.com