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Agenda Packet City Council - 01/15/2019
City Council City of Corpus Christi Meeting Agenda - Final 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Council Chambers11:30 AMTuesday, January 15, 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 Reverend Gloria Lear, First United Methodist Church. C.Pledge of Allegiance to the Flag of the United States to be led by Sharon Lewis, Environmental Affairs Manager, Environmental and Strategic Initiatives. D.City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E.Proclamations / Commendations 1.19-0109 Proclamation declaring January 21, 2019, "Martin Luther King Holiday Celebration and Commemorative March". F.CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS: a.UTILITY BILLING UPDATE b.OTHER Page 1 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final G.MINUTES: 2.19-0115 Regular Meeting of January 8, 2019 and two Special Meetings of January 8, 2019. Minutes - January 8 2019 Minutes - January 8, 2019 Special (1) Minutes - January 8, 2019 Special (2) Attachments: H.BOARD & COMMITTEE APPOINTMENTS: 3.19-0111 Corpus Christi B Corporation North Padre Island Development Corporation Reinvestment Zone No. 2 Reinvestment Zone No. 3 CORPUS CHRISTI B CORPORATION NORTH PADRE ISLAND DEVELOPMENT CORPORATION REINVESTMENT ZONE NO. 2 BOARD REINVESTMENT ZONE NO. 3 BOARD Attachments: I.EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance; or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. J.PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. All items on this agenda are considered public hearings. Page 2 City of Corpus Christi Printed on 1/14/2019 January 15, 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. K.CONSENT AGENDA: (ITEMS 4 - 19) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 4.18-1541 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: 5.18-1506 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 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 Page 3 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final 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: 6.18-1532 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: 7.19-0001 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: 8.19-0023 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: 9.19-0028 Construction Contract for Wesley E. Seale Dam Outlet Rehabilitation (Capital Improvement Program) 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. Page 4 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final 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: 10.19-0021 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: 11.19-0034 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: 12.19-0004 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: 13.19-0096 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 amount of $15,000,000 for Packery Channel repairs. Agenda Memo - Packery Channel Repairs Resolution - FEMA Packery Channel Repairs assistance application_ Attachments: 14.19-0097 Resolution for grant application submittal to the State of Texas Page 5 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final division of Emergency Management 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: 15.19-0098 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: 16.19-0095 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: 17.19-0093 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: 18.18-1502 Second Reading Ordinance - Partial Alley Closure between 6th Street and 7th Street, south of Craig Street (1st Reading 1/8/19) 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 Page 6 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final Addition according to map and/or plat thereof recorded in Volume A, Page 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: 19.19-0019 Second Reading Ordinance - Accepting and appropriating grant funds to support terrorism prevention, preparedness, response and recovery capabilities (1st Reading 1/8/19) 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: L.FUTURE AGENDA ITEMS: (ITEMS 20 - 27) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 20.19-0030 Reimbursement Resolution for Bond 2018 General Obligation Bonds Resolution relating to establishing the City’s intention to reimburse itself for the prior lawful expenditure of funds from the proceeds of one or more series of tax-exempt obligations to be issued by the City in an aggregate amount not to exceed $96,000,000 for authorized purposes relating to constructing various City improvements; authorizing matters incident and related thereto; and providing an effective date. Agenda Memo - Reimbursement Resolution for Bond 2018 Reimbursement Resolution - Bond 2018 (2) Attachments: 21.19-0038 Professional Services Contract for Alternative Water Supplies Technical Support Motion to authorize execution of a professional services contract with Frank Brogan Consulting of San Antonio, Texas in the amount not to exceed $100,000.00 for the Alternative Water Supplies Technical Support project. Agenda Memo - Alternative Water Supplies Technical Support Project Budget - Alternative Water Supplies Technical Support (Brogan).xlsx Location Map - Alternative Water Supplies Technical Support.pdf Attachments: Page 7 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final Presentation -Alternative Water Supplies Technical Support Contract - 18139A Frank Brogan Signed 22.19-0039 Supply Agreement for the purchase of Automotive Maintenance Parts Motion authorizing a one-year supply agreement for the purchase of automotive maintenance parts with Advance Auto Parts of Corpus Christi, Texas via U.S. Communities cooperative for $240,000, with a one-year option for a total potential multi-year amount not to exceed $480,000. Agenda Memo Automotive Maintenance Parts for Fleet Price Sheet - Automotive Maintenance Parts for Fleet Supply Agreement - Automotive Maintenance Parts for Asset Management Attachments: 23.19-0032 Purchase of Nine Ford Trucks for Parks and Recreation Department Motion authorizing the purchase of one Ford F-150 extended cab truck, one Ford F-150 crew cab truck and seven Ford F-250 crew cab trucks for Parks and Recreation from Silsbee Ford, Inc. of Silsbee, Texas for a total amount not to exceed $263,588.88. Agenda Memo - Ford F-150 and F-250 Trucks for Parks and Rec Bid Tabulation - Ford F-150 and F-250 Trucks for Parks and Rec Attachments: 24.19-0036 Purchase of four John Deere mowers for Parks and Recreation Department Motion authorizing the purchase of four John Deere mowers for Parks and Recreation from Deere & Company, of Cary, North Carolina, via BuyBoard cooperative for a total amount not to exceed $80,229.24. Agenda Memo - John Deere Mowers for Parks & Recreation Price Sheet - John Deere Mowers for Parks & Recreation Attachments: 25.19-0061 Resolution in support of an Affordable Housing development to satisfy the requirement set forth by the Texas Department of Housing and Community Affairs (TDHCA) Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Avanti at South Bluff to be developed by Avanti at South Bluff, LP. Agenda Memo - Avanti at South Bluff Resolution - Avanti at South Bluff Presentation-HCD Affordable Housing Resolutions Attachments: 26.19-0066 Resolution in support of an Affordable Housing development to satisfy the requirement set forth by the Texas Department of Page 8 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final Housing and Community Affairs (TDHCA) Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Casa de Manana Apartments to be developed by TG 110, Inc. Agenda Memo - Casa De Manana Resolution - Casa De Manana Attachments: 27.19-0073 Resolution identifying a development in the La Molina - Near West Existing Conditions Report which will contribute to revitalization efforts Resolution identifying the project known as Casa de Manana Apartments as a development that will contribute most significantly to the concerted revitalization efforts of the City in the La Molina - Near West Area. Agenda memo - Casa de Manana concerted revitilization 2019 Resolution - Casa de Manana Existing Conditions Report for La Molina-Near West - Casa de Manana Attachments: M.RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. N.PUBLIC HEARINGS: (ITEMS 28 - 29) 28.19-0047 Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 1902 Lipan Street. Case No. 1018-05 Habitat for Humanity: Request for rezoning a property at or near 1902 Lipan Street from the “IH” Heavy Industrial District to the “RS-4.5” Single-Family 4.5 District. Planning Commission and Staff Recommendation (November 14, 2018): Approval of the change of zoning from the “IH” Heavy Industrial District to the “RS-4.5” Single-Family 4.5 District. Ordinance rezoning property at or near 1902 Lipan Street from the “IH” Heavy Industrial District to the “RS-4.5” Single-Family 4.5 District. Agenda Memo_1018-05 Habitat for Humanity Ordinance_1018-05 Habitat for Humanity CC Report_1018-05 Habitat for Humanity PP_1018-05 Habitat for Humanity Attachments: 29.19-0057 Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 6402 Holly Road. Page 9 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final Case No. 1118-01 Kyle McGee: Request for rezoning a property at or near 6402 Holly Road from the “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit. Planning Commission and Staff Recommendation (November 14, 2018): Approval of the change of zoning from the “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit with conditions. Ordinance rezoning property at or near 6402 Holly Road from the “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit with conditions District. CC Report_1118-01 Kyle McGee Agenda Memo_1118-01 Kyle McGee PP_1118-01 Kyle McGee Ordinance_1118-01 Kyle McGee Attachments: O.REGULAR AGENDA: (ITEM 30) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 30.19-0020 Second Reading Ordinance - Adopting a Right of Way License Agreement to Allow Parking of Dockless Vehicles (1st Reading 1/8/19) 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 Amended License Agreement - Redline Dockless Vehciles 01.09.19 Amended License Agreement - Final Dockless Vehicles 01.09.19 City Council Power Point Presentation - Dockless Vehicles 01_15_2019 - FINAL Attachments: P.FIRST READING ORDINANCES: (ITEMS 31 - 38) 31.19-0040 First Reading Ordinance - Interlocal Agreement for reimbursement for MetroCom Dispatch Center Enhancements Ordinance authorizing Interlocal Agreement with Nueces County for $146,671.59 reimbursement for MetroCom Dispatch Center Enhancements; appropriating $146,671.59 from General Fund unreserved Page 10 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final fund balance. Agenda memo - interlocal with NC Homeland Security 01.15.2018 Ordinance - Interlocal for Metrocom grant MetroCom Dispatch Center Enhancements Grant Interlocal Attachments: 32.19-0045 First Reading Ordinance - Accepting and appropriating grant funds for enhancing emergency response capabilities in the Fire Department Ordinance authorizing acceptance of $2,000 grant from Exxon Mobil Corporation for Exxon Mobil’s “Good Neighbor Program”; and appropriating $2,000 into Fire Grant Fund. Agenda Memo - Exxon Mobil Corp. (2018) Ordinance - Exxon Grant 2019 - Fire Attachments: 33.19-0015 First Reading Ordinance - Accepting and appropriating two grants from the Homeland Security Grant Program Ordinance authorizing acceptance of two grants totaling $85,124.28 from Texas Office of the Governor - Homeland Security Grant Division, Homeland Security Grant Program; and appropriating $85,124.28 into Fire Grants Fund. Agenda Memo - Texas Office of the Government-Homeland Security ($85,124.28) Ordinance - Office of the Govenor SOGA - 3598801 & 3599401 Attachments: 34.19-0018 First Reading Ordinance - Purchase of Ten Chevrolet Tahoe Vehicles for the Fire Department Ordinance authorizing the purchase of ten Chevrolet Tahoe Vehicles from Caldwell Country Chevrolet, LLC, of Caldwell, Texas, via Buyboard for a total amount not to exceed $440,356; appropriating $440,356 from the unreserved fund balance of the General Fund; and amending the budget. Agenda Memo - Tahoes for CCFD Ordinance - Tahoes for CCFD Price Sheet-Chevrolet Tahoes Attachments: 35.19-0060 First Reading Ordinance - Amending membership and expanding duties of the Corpus Christi Museum of Science and History Advisory Board Ordinance amending Chapter 2 of the Corpus Christi Code to modify Corpus Christi Museum of Science and History Advisory Board membership and expand advisory role. Page 11 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final Agenda Memo - Amendment to Ordinance Ordinance - Museum Board Duties Presentation Attachments: 36.19-0067 First Reading Ordinance - Authorizing an Airline Use and Lease Agreement with United Airlines Ordinance authorizing a three-year airline use and lease agreement with United Airlines to be effective as of October 1, 2017, with one two-year option. Agenda Memo - United Airlines AULA Ordinance - United Airlines Lease vFinal 20190102 revd United Airlines Lease Agreement Attachments: 37.18-1505 First Reading Ordinance - Right-of-Way License Agreement for a private wastewater collection system and conveyance system force main Ordinance authorizing a Right-of-Way license Agreement with BL Marina Properties, LP, (“Permittee”) to install a private wastewater collection system and conveyance system force main subject to the Permittee's compliance with specified conditions. Agenda Memo-Final Ordinance, Agreement, Exhibits Fin Presentation - Caribbean Dreams Attachments: 38.19-0094 First Reading Ordinance - Lease Agreement for Dick Runyan Baseball Field at Evelyn Price Park Ordinance authorizing five-year lease agreement with Incarnate Word Academy for the use of Dick Runyan Baseball Field at Evelyn Price Park near 3800 Gollihar Road in consideration of $50 monthly fee and compliance with property maintenance standards. Agenda Memo - IWA Sports Field Lease Agreement Ordinance - IWA Lease Agreement - Dick Runyan High School Baseball Field Attachments: Q.BRIEFINGS: (ITEM 39) 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. Page 12 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final 39.19-0031 Alternative Water Supplies Request for Information - Update Agenda Memo Alt_SuppliesRFI_Update Presentation Final Presentation - RFI Update - Final Attachments: R.EXECUTIVE SESSION: (ITEMS 40 - 41) 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. 40.19-0024 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to water supplies for industrial and other development, desalination, potential interlocal agreements with water districts and other governmental entities involving water or other utility services, utility rate regulation, reuse, provisions of the Texas Utility Code, TCEQ Regulations, EPA regulations, and other laws and regulations, potential economic development and water-related agreement(s) with business prospects that are considering the construction, expansion, and/or ownership of industrial facilities that will be consumers of water and/or wastewater services, and potential creation of entities that could provide or assist in the provision of the aforementioned services, pursuant to Texas Government Code § 551.072 to deliberate the purchase, exchange, lease, or value of real property for utilization as a potential site for desalination facilities (including, but not limited to, tracts of property adjacent to Corpus Christi Bay) because deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person, and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to the aforementioned business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct economic development negotiations and/or deliberate possible economic development issues concerning said business prospect(s), including, but not limited to, potential contracts for the provision of water to said business prospect(s). 41.19-0112 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult Page 13 City of Corpus Christi Printed on 1/14/2019 January 15, 2019City Council Meeting Agenda - Final with attorneys concerning litigation including, but not limited to, the cases of Amando Figueroa v. City of Corpus Christi, including potential consideration of settlement offers and/or fees for attorneys, engineers, and other expert witnesses assisting in defense of action(s) and updates on litigation in other cases. S.IDENTIFY COUNCIL FUTURE AGENDA ITEMS Per Council Policies, an item may be added to the agenda by four members of the City Council. Council may give direction to the City Manager to add an item to a future agenda, but no other action will be taken, and no public comment solicited. T.ADJOURNMENT Page 14 City of Corpus Christi Printed on 1/14/2019 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council 11:30 AM Council ChambersTuesday, 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. 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 Deacon Michael Mantz, Diocese of Corpus Christi.B. Deacon Michael Mantz gave the invocation. 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. C. Ms. Dalia Perez 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 1/10/2019 January 8, 2019City Council Meeting Minutes Mayor Joe McComb,Council Member Roland Barrera,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Ben Molina,Council Member Everett Roy, and Council Member Greg Smith Present:9 - Proclamations / CommendationsE. 1.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". Mayor McComb presented the proclamations. MAYORAL APPOINTMENTS:F. APPOINTMENT OF MAYOR PRO TEMSa. Mayor McComb referred to appointment of Mayor Pro Tems. Mayor McComb recommended the following Mayor Pro Tem service schedule: Paulette Guajardo (At-Large) 1/08/19 – 4/01/19 Michael Hunter (At-Large) 4/02/19 – 6/24/19 Rudy Garza (At-Large) 6/25/19 – 9/16/19 Everett Roy (District 1)9/17/19 – 12/09/19 Ben Molina (District 2)12/10/19 – 3/02/20 Roland Barrera (District 3) 3/03/20 – 5/25/20 Greg Smith (District 4)5/26/20 – 8/17/20 Gil Hernandez (District 5) 8/18/20 – End of Term Council Member Garza made a motion to approve the motion, seconded by Council Member Guajardo. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 CITY COUNCIL COMMITTEE ASSIGNMENTSb. Mayor McComb referred to City Council Committee Assignments and made the following appointments: Audit Committee Chair: Council Member Greg Smith Members: Council Members Michael Hunter, Everett Roy and Roland Barrera Municipal Court Committee Chair: Council Member Rudy Garza Members: Council Members Ben Molina, Paulette Guajardo, and Gil Page 2City of Corpus Christi Printed on 1/10/2019 Enactment No: M2019-001 January 8, 2019City Council Meeting Minutes Hernandez CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:G. Mayor McComb referred 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: an update regarding the audit process; the progress regarding the General Ledger journal entries, cash reconciliation, and year-end reports; sporadic missed bills and options on how to proactively contact and manage customer calls related to unbilled revenue; and the Development Services portal. Council members discussed the following topics: identifying issues regarding no meter reads; replacement of meter; monthly meter transmission units (MTU) reporting; if the Consolidated Annual Financial Report is expected to be produced by March 30, 2019; proactive contact with customers affected by sporadic missed bills; and addressing automatic draft payments. 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. K. 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. Veronica Flores-Herrera, 1125 Vance, spoke regarding safety concerns related to the crosswalk/pedestrian light and traffic signal near King High School. Margareta Fratila, 3606 Tripoli, spoke regarding the following topics: congratulations to the Mayor and City Council members; political contributions made by the police and fire associations; and street conditions. Susie Luna Saldana, 4710 Hakel, spoke regarding the following topics: congratulations to the City Council; long-range planning to increase police force; and the impact scooters will have on police officers. Joan Veith, 5701 Cain Drive, welcomed the City Council and spoke regarding first responders. William Schmidt, 1038 Brawner Parkway, spoke regarding permit requirements and security and background checks for Uber and Lyft drivers doing business at the Corpus Page 3City of Corpus Christi Printed on 1/10/2019 January 8, 2019City Council Meeting Minutes Christi International Airport. Colin Sykes, 309 Aberdeen, spoke regarding the threat of global warming. CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:G. Mayor McComb returned to City Manager's Comments. Interim City Manager Keith Selman reported on the following topics: OTHERb. 1) Interim City Manager Selman provided a recap of the items that City Council approved related to the City Council's goals for Economic Development and Water. 2) Interim City Manager Selman recognized various City departments involved in community activities during the Christmas season. Interim City Manager Selman announced that Item 28 was being pulled by staff. MINUTES:H. 2.Regular Meeting of December 11, 2018 and Special Meeting of December 31, 2018. Mayor McComb referred to approval of the minutes. Council Member Guajardo made a motion to approve the minutes, seconded by Council Member Hunter and passed unanimously. BOARD & COMMITTEE APPOINTMENTS: (NONE)I. EXPLANATION OF COUNCIL ACTION:J. CONSENT AGENDA: (ITEMS 3 - 10)L. Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. A council member requested that Item 6 be pulled for individual consideration. There were no comments from the public. A motion was made by Council Member Molina, seconded by Council Member Guajardo, to approve the Consent Agenda. The consent agenda items were passed and approved by one vote as follows: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 3.Professional Services Contract Amendment No. 1 for O.N. Stevens Water Treatment Plant On-Site Hypochlorite Generation Page 4City of Corpus Christi Printed on 1/10/2019 January 8, 2019City Council Meeting Minutes 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 passed on the consent agenda. Enactment No: M2019-002 4.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. This Motion was passed on the consent agenda. Enactment No: M2019-003 5.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. This Motion was passed on the consent agenda. Enactment No: M2019-004 7.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. This Motion was passed on the consent agenda. Enactment No: M2019-006 8.Second Reading Ordinance - Accepting and appropriating funds for the Emergency Management Performance Grant (1st Reading (12/11/18) Page 5City of Corpus Christi Printed on 1/10/2019 January 8, 2019City Council Meeting Minutes 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. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031641 9.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. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031642 10.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. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031643 6.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. Mayor McComb referred to Item 6, purchase of a fuel tanker truck. In response to council members, Director of Asset Management Jim Davis stated that the fuel tanker truck will be used by existing staff to refill equipment during emergencies and to enhance day-to-day operations. There were no comments from the public. Council Member Molina made a motion to approve the motion, seconded by Council Member Guajardo. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Page 6City of Corpus Christi Printed on 1/10/2019 January 8, 2019City Council Meeting Minutes Enactment No: M2019-005 FUTURE AGENDA ITEMS: (ITEMS 11 - 24)M. Mayor McComb referred to Future Agenda Items. Interim City Manager Keith Selman stated that staff had planned presentations on Items 15 - 18. Council members requested information on Items 11, 12 and 13. 11.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. This Resolution was recommended to the consent agenda. 12.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 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. This Motion was recommended to the consent agenda. 13.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. This Motion was recommended to the consent agenda. 14.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. This Motion was recommended to the consent agenda. Page 7City of Corpus Christi Printed on 1/10/2019 January 8, 2019City Council Meeting Minutes 15.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. This Motion was recommended to the consent agenda. 16.Construction Contract for Wesley E. Seale Dam Outlet Rehabilitation (Capital Improvement Program) 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. This Motion was recommended to the consent agenda. 17.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. This Motion was recommended to the consent agenda. 18.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. This Motion was recommended to the consent agenda. 19.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. This Motion was recommended to the consent agenda. 20.Resolution for grant application submittal for Packery Channel Repairs Page 8City of Corpus Christi Printed on 1/10/2019 January 8, 2019City Council Meeting Minutes 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. This Resolution was recommended to the consent agenda. 21.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. This Resolution was recommended to the consent agenda. 22.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. This Resolution was recommended to the consent agenda. 23.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 . This Resolution was recommended to the consent agenda. 24.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. This Resolution was recommended to the consent agenda. Page 9City of Corpus Christi Printed on 1/10/2019 January 8, 2019City Council Meeting Minutes PUBLIC HEARINGS: (ITEM 25)O. 25.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. Mayor McComb referred to Item 25. Director of Development Services Nina Nixon-Mendez stated that the purpose of this item is to close, vacate and abandon the west 7.5-feet of a 15-foot wide alley adjacent to east one-half of lots 19 and 20, Block Eleven, Bay View Addition to facilitate an infill housing project. The owner, 7th Craig, LLC is requesting the closure to develop a multifamily project and satisfy the parking requirement for 12 residential units. Ownership of this portion of the alley would transfer to 7th Craig, LLC. Council members discussed the following topics: that the alley is currently a City right-of-way and responsibility for the maintenance lies with the adjoining property owner; clarification regarding public notification to adjacent property owners; that the city or any adjacent property owner can request a closure; the proposed use of the property; opposition submitted regarding the closure citing increased traffic and sufficient infrastructure; that infrastructure will be addressed by the site plan; the types of units proposed; and a status regarding the review of the Unified Development Code (UDC). Brandon Castle, 7th Craig, LLC, 5001 Meandering Lane, spoke regarding the proposed use of the subject property and the request for the closure to increase from 11 to 12 residential units. Mayor McComb opened the public hearing. There were no comments from the public. Mayor McComb closed the public hearing. Council Member Garza 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 Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 RECESS FOR LUNCHN. The City Council recessed for lunch at 1:30 p.m. The City Council reconvened at 2:10 p.m. Page 10City of Corpus Christi Printed on 1/10/2019 January 8, 2019City Council Meeting Minutes REGULAR AGENDA: (NONE)P. FIRST READING ORDINANCES: (ITEMS 26 - 28)Q. 26.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. Mayor McComb referred to Item 26. Deputy Fire Chief Richie Quintero stated that the purpose of this item is to accept a grant in the amount of $37,573.61 from the Texas Office of the Governor - Homeland Security Grants Division to support state, local and regional terrorism prevention, preparedness, response and recovery capabilities. There were no comments from the Council or the public. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 27.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. Mayor McComb referred to Item 27. Business Liaison Arlene Medrano stated that the purpose of this item is to authorize six-month licenses to allow the parking of dockless vehicles in the City's rights-of-way. Ms. Medrano presented the following information: a timeline of events; companies currently operating in Corpus Christi; the City's efforts to disseminate information to the public; a comparative analysis of other Texas cities; an overview of the pilot program including right-of-way parking and license regulations; examples of scooter rider training; examples of heat maps in other cities; and frequently asked questions. Deputy Police Chief William Breedlove and Police Chief Mike Markle responded to council members' questions. Council members and staff discussed the following topics: concerns regarding blocked sidewalks, safety of riders, and liability; who citizens contact regarding blocked sidewalk violations; incorporating the scooter vendors' contact information on the City's mobile application (app); educating riders Page 11City of Corpus Christi Printed on 1/10/2019 January 8, 2019City Council Meeting Minutes regarding scooter regulations of the vendor and the City; data from other cities regarding injuries; placement of scooters in the right-of-way; if the City has had discussions with the Metropolitan Planning Organization regarding the impact scooters may have on the existing transportation network; safety of scooter riders in bike lanes and on sidewalks; how to address reckless scooter riders and hold riders accountable for their behavior; the ability to disable scooters from traveling in certain areas; dedicating revenue to be used for enforcement; clarifying language regarding the placement of scooters near transit stops; a council member's observation that a majority of riders are children; concerns regarding scooters blocking sidewalks and impacting accessibility for the disabled; concerns regarding the burden scooters will have on the Police Department; how scooters regulations will be enforced; research regarding the cost associated with enforcement; consideration by Police Chief Markle to hire temporary parking control officers to enforce scooter regulations; the difference between a parking control officer and a code enforcement officer; the accuracy of a scooter's global positioning system (GPS); development of a 1-to-5 star rating system to review previous riders; that violations should be regulated and enforced by industry; and relocation fees charged to the vendor when the City has to move a scooter from the right-of-way. Mayor McComb called for comments from the public. Tim Barnett, Lime, spoke in support of scooter operations and requested that the ordinance be amended to base fees on utilization of scooters versus the number of scooters. Jim Hooper, 4810 Kerrville Drive, expressed concerns regarding enforcement of blocked areas; compliance with regulations; contractual obligations by the vendor; safety of riders; training and education; and liability. Council Member Molina made a motion to approve the ordinance, seconded by Council Member Barrera. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Smith 7 - Nay:Council Member Garza and Council Member Roy2 - Abstained:0 28.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. This Ordinance was withdrawn. BRIEFINGS: (ITEM 29)R. Page 12City of Corpus Christi Printed on 1/10/2019 January 8, 2019City Council Meeting Minutes 29.Opportunity Zones Mayor McComb referred to Item 29. Keren Costanzo, Senior City Planner, introduced the presentation team including: Christine Bryant, Corpus Christi Regional Economic Development Corporation (EDC); Alyssa Barrera, Executive Director of the Downtown Management District (DMD); Business Liaison Arlene Medrano; and Director of Planning & ESI Daniel McGinn. Ms. Costanzo stated that the purpose of this item is to provide a presentation to City Council regarding Opportunity Zones. Ms. Costanzo presented the following information: the purpose of opportunity zones; that opportunity zones are low-income census tracts nominated by governors and certified by the U.S. Department of Treasury; the potential private investment; maps of the City's opportunity zones; incentives; how opportunity funds work; potential returns to investors; the status of the program; and next steps. Council members discussed the following topics: interest in the downtown area since the area was designated as an opportunity zone; the ten census tracts sites; signage to promote opportunity zones; clarification regarding the Naval Air Station - Corpus Christi (NAS-CC) opportunity zone site; and improvements to the Unified Development Code (UDC). EXECUTIVE SESSION: (NONE)S. IDENTIFY COUNCIL FUTURE AGENDA ITEMST. Mayor McComb referred to Identify Council Future Agenda Items. The following items were identified: a presentation regarding the water supply including desalination and request for information (RFI); an update regarding the status of Environmental Protection Agency (EPA); an item related to the Alameda/Ennis Joslin area (Carson Street) traffic conversion; an update regarding Rodd Field Road/Yorktown Boulevard project; creation of a Charter Review Committee; an update regarding Bond projects; and a discusion regarding the proposed location of the new Carroll High School and its impact on traffic and Naval Air Station - Corpus Christi (NAS-CC). ADJOURNMENTU. The meeting was adjourned at 3:48 p.m. Page 13City of Corpus Christi Printed on 1/10/2019 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes Special City Council Meeting 9:30 AM Council ChambersTuesday, 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. Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 9:34 a.m. Outgoing Council Member Speech and Presentation of GiftB. Mayor McComb referred to outgoing Council Member speech and presentation of gift. Council Member Debbie Lindsey-Opel thanked her family, friends, supporters, and City staff for their assistance and support during her time of service. Mayor McComb presented Council Member Lindsey-Opel with a gift on behalf of the City of Corpus Christi. AdjournmentC. The meeting was adjourned at 9:59 a.m. Page 1City of Corpus Christi Printed on 1/10/2019 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes Special City Council Meeting 10:00 AM Council ChambersTuesday, 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. City Secretary Rebecca L. Huerta to call the meeting to order.A. City Secretary Rebecca L. Huerta called the meeting to order at 10:06 a.m. Invocation to be given by Senior Pastor Brian Hill, First Baptist Church.B. Senior Pastor Brian Hill gave the invocation. Swearing-in Ceremony for New Mayor and City Council Members, to be conducted by The Honorable Sandra L. Watts, Presiding Judge of the 117th District Court of Nueces County, Texas. C. City Secretary Rebecca L. Huerta referred to Item C, Swearing-in Ceremony for New Mayor and City Council Members. The Honorable Sandra L. Watts, Presiding Judge of the 117th District Court of Nueces County, Texas, conducted the swearing-in ceremony for the Mayor and Council Members. Incoming Mayor and Council Member SpeechesD. The Mayor and each Council Member thanked their family, friends, and supporters for their assistance and support during the election process. AdjournmentE. Mayor McComb invited the public to a reception in the City Council Foyer area outside City Council Chambers before the new City Council began their first regular meeting. The meeting was adjourned at 10:52 a.m. Page 1City of Corpus Christi Printed on 1/10/2019 Composition Name Term Appt date End date Appointing Authority Position Status Category * Michael T. Hunter 1 11/14/2017 12/13/2018 City Council Non-Voting Term Expired City Council Liaison Gabriel Guerra 1 10/10/2017 9/30/2019 City Council active Scott M Harris 1 10/10/2017 9/30/2019 City Council President active John Valls Partial 12/12/2017 9/30/2019 City Council active Randy Maldonado 2 10/10/2017 9/30/2020 City Council Vice-President active Leah Pagan Olivarri 1 11/14/2017 9/30/2020 City Council active Robert Tamez 1 7/24/2018 9/30/2020 City Council active Lee A. Trujillo 2 10/10/2017 9/30/2020 City Council active The affairs of the Corporation shall be managed by a board of directors composed of seven persons appointed by the City Council. The terms of the directors shall be two years expiring on September 30. Terms for three of the directors will expire on September 30, 2019. Terms for the remaining four directors shall expire on September 30, 2020. Directors may be appointed to succeed themselves. No Director may serve longer than six years consecutively unless such service is required to complete an unexpired term. Once a director has served for a total of six consecutive years, unless an exception under the City Charter applies, his or her term shall immediately expire and his or her position shall become vacant. Three directors must be persons who are not employees, officers or members of the City Council of the City of Corpus Christi. Each director must be at least 18 years of age, a resident and qualified elector of the City. Directors may be appointed to succeed themselves. The Board of Directors shall appoint a president, vice-president and secretary, the terms of each expiring on September 30 of each year. Directors may also serve as Directors for the Corpus Christi Business and Job Development Corporation (CCBJDC). If a Director serves on both the Corporation's board and the CCBJDC's board, the expiration of the Director's term on the Corporation's board shall coincide with the expiration of his/her term on the board of the CCBJDC. The City Council may appoint a City Council member as a non-voting liaison to the corporation for purposes of facilitating communication between the City Council and the board. CORPUS CHRISTI B CORPORATION * One (1) vacancy with the term to 9/30/2019 representing the category of City Council Liaison. (At their discretion, the City Council may appoint a Council Member to serve as a liaison.) Duties: Composition Name Term Appt. date End date Appointing Authority Position Status *Paulette Guajardo 1 12/20/2016 12/31/2018 City Council Term Expired *Debbie Lindsey-Opel Partial 7/18/2017 12/31/2018 City Council Term Expired *Joe McComb 1 12/20/2016 12/31/2018 City Council Vice-President Term Expired *Lucy Rubio 1 12/20/2016 12/31/2018 City Council Resigned Rudy Garza 3 12/10/2013 12/31/2019 City Council Active Michael T. Hunter 1 4/12/2016 12/31/2019 City Council Active Ben Molina 1 12/20/2016 12/31/2019 City Council Active Everett Roy 1 5/8/2018 12/31/2019 City Council Active Greg Smith 1 12/20/2016 12/31/2019 City Council President Active NORTH PADRE ISLAND DEVELOPMENT CORPORATION Not less than five (5) nor more than nine (9) directors, appointed by the City Council. Each initial Director shall serve a term that expires on December 31, 2002; thereafter, terms are two-years. Each director must be a resident and qualified elector of the city. Each Director shall serve until a successor is appointed. Any director may be removed from office at any time, with or without cause, by the City Council. * Four (4) vacancies with terms to 12/31/2018. (Historically, Council Members have been appointed to this board.) The North Padre Island Development Corporation manages the Reinvestment Zone No. 2 and implements the project and financing plan. Duties: Composition Name Term Appt. date End date Appointing Authority Position Status Category *Debbie Lindsey-Opel 1 7/18/2017 11/1/2019 City Council Met Council Term City *Lucy Rubio 2 1/27/2015 11/1/2019 City Council Resigned City Steve Ellis 2 1/22/2015 11/1/2018 Flour Bluff I.S.D.Flour Bluff I.S.D. Samuel Neal Jr.2 11/18/2014 11/1/2018 Nueces County Nueces Co. Gabriel Rivas 2 2/13/2015 11/1/2018 Del Mar College Del Mar College Rudy Garza 3 8/27/2013 11/1/2019 City Council Active City Paulette Guajardo 1 12/20/2016 11/1/2019 City Council Active City Michael T. Hunter 1 4/12/2016 11/1/2019 City Council Active City Joe McComb 1 12/20/2016 11/1/2019 City Council Active City REINVESTMENT ZONE NO. 2 BOARD *Two (2) vacancies with the term to 11/01/2019 appointed by the City Council. Appointment of Chairman for a term of one year beginning 01/01/2019. (Historically, Council Members have been appointed to the board.) The Board shall consist of at least five and not more than fifteen (15) members. The members shall be appointed as follows: Pursuant to Sec. 311.009(a), Tax Code, the respective governing bodies of each taxing unit other than the City each may appoint one (1) member of the board. A taxing unit may waive its right to appoint a Director. The remaining members of the board are appointed by the City Council. The City Council shall have the right to appoint up to ten (10) members, and the board shall exceed fifteen (15) members if necessary for the City Council to make said ten (10) appointments. To be eligible for appointment an individual must be a qualified voter of the City or be at least 18 years of age or older and own real property in the zone. Each year the governing body of the municipality or county that created the zone shall appoint one member of the board to serve as Chairman for a term of one-year that begins on January 1 of the following year. The Board of Directors may elect a Vice-Chairman to preside in the absence of the Chairman or when there is a vacancy in the office of the Chairman. The board may elect other officers as it considers appropriate. The Reinvestment Zone No. 2 Board shall make recommendations to the City Council concerning the administration of the zone. The Board shall prepare and adopt a project plan and reinvestment zone financing plan for the zone and submit such plans to the City Council for its approval in accordance with Section 311.011, Texas Tax Code. The Board shall exercise other powers and responsibilities with respect to the zone only to the extent expressly granted by the City Council by ordinance or resolution. Page 1 of 2 Name Term Appt. date End date Appointing Authority Position Status Category Ben Molina 1 12/20/2016 11/1/2019 City Council Active City Everett Roy 1 5/8/2018 11/1/2019 City Council Active City Greg Smith 1 12/20/2016 11/1/2019 City Council Chair Active City Cal Jennings 3 11/18/2014 11/1/2020 Nueces County Hospital District Active Nueces County Hospital District Page 2 of 2 Duties Composition Name Term Appt. date End date Appointing Authority Position Status Category *Debbie Lindsey-Opel Partial 7/18/2017 2/28/2019 City Council Met City Council Term City *Lucy Rubio 2 1/27/2015 2/28/2019 City Council Resigned City Rudy Garza 3 2/12/2013 2/28/2019 City Council Active City Paulette Guajardo 1 12/20/2016 2/28/2019 City Council Active City Everett Roy 1 5/8/2018 2/28/2019 City Council Active City Greg Smith 1 12/20/2016 2/28/2019 City Council Active City REINVESTMENT ZONE NO. 3 BOARD * Two vacancies with the terms to 02/28/2019 appointed by the City Council. Appointment of Chairman for one year term beginning January 1, 2019. (Historically, Council Members have been appointed to the board. Since the terms are expiring 2/28/2019, staff is recommending appointment to new term of 2/28/2021 The Board shall consist of twelve (12) members. The members shall be appointed as follows: Pursuant to Sec. 311.009(a), Tax Code, the respective governing bodies of each taxing unit other than the City that levies taxes on real property in the zone, if the taxing unit has approved the payment of all or part of the tax increment produced by the unit into the tax increment fund for the zone, may appoint one (1) member of the Board. These entities include: Del Mar College and Nueces County. Each governing body may waive its right to appoint a Director. The remaining members of the board are appointed by the City Council. The City Council shall have the right to appoint at least ten (10) members, with one reserved for a representative from the Downtown Management District, and the board may exceed twelve (12) members if necessary for the City Council to make said ten (10) appointments. To be eligible for appointment an individual must be a qualified voter of the City; or be at least 18 years of age or older and own real property in the zone. Terms of Board members are for two years. Terms must be staggered with half of the Board members appointed every year. Officers must be appointed as provided in the Act. Each year the governing body of the municipality or county that created the zone shall appoint one member of the board to serve as Chairman for a term of one-year that begins on January 1 of the following year. The Board of Directors may elect a Vice-Chairman to preside in the absence of the Chairman or when there is a vacancy in the office of the Chairman. The board may elect other officers as it considers appropriate. The Reinvestment Zone No. 3 Board shall make recommendations to the City Council concerning the administration of the zone. (The zone area includes approximately 856 acres encompassing the City's Downtown area along the Bayfront from the SEA-Town complex at the north end, south to Morgan Avenue adjacent to the Christus Spohn Shoreline Hospital, and west to Tancahua Street.) The Board shall prepare and adopt a project plan and reinvestment zone financing plan for the zone and submit such plans to the City Council for its approval in accordance with Section 311.011, Texas Tax Code. The Board shall exercise other powers and responsibilities with respect to the zone only to the extent expressly granted by the City Council by ordinance or resolution. Page 1 of 2 Name Term Appt. date End date Appointing Authority Position Status Category Michael T. Hunter 1 4/19/2016 2/28/2020 City Council Active City Claudia Jackson 4 3/20/2012 2/28/2020 Del Mar College Active Del Mar Al Jones 1 2/14/2017 2/28/2020 City Council Active Downtown Management District Joe McComb 1 12/20/2016 2/28/2020 City Council Active City Ben Molina 1 12/20/2016 2/28/2020 City Council Active City Carolyn Vaughn Partial 3/14/2018 2/28/2020 Nueces County Chair Active County Page 2 of 2 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 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. Pet Microchips for Animal Care Services 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: 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 Page 1 of 2 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 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 _______________________ ATTEST:CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas _________ day of ___________________, 2019 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: NICOLE MALAIN 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 PRICE SHEET Woburn, MA Datamars, Inc. PET MICROCHIPS FOR ANIMAL CARE SERVICES Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 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 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: 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 COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. 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 3 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 4 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, 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: 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 5 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 6 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 7 of 7 Approved as to Legal Form October 1, 2018 SUPPLIER Signature: Printed Name: Title: Date: 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 Stve Wilcox VP, North American PID 11/19/18 Page 1 of 1 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 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. DATE:December 13, 2018 TO:Keith Selman, Interim City Manager FROM:Belinda Mercado, Director of Information Technology BMercado@cctexas.com 361-826-3732 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. IBM Maximo licenses and maintenance renewal 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: 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 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 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 Service Agreement for Maximo Software Consultant Services AGENDA MEMORANDUM Future Item for the City Council Meeting of January 8, 2019 Action Item for the City Council Meeting January 15, 2019 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 CITY OF CORPUS CHRISTI RFB NO. 1885 PURCHASING DIVISION MAXIMO SOFTWARE SERVICES AND SR. BUYER: JOHN ELIZONDO MAINTENANCE SUPPORT 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 Starboard Consulting, LLC Longwood, FL UNIT PRICE UNIT PRICEEXTENDED PRICE EXTENDED PRICE BID TABULATION UNITITEMDESCRIPTION QTY Liverpool, NY Barton & Loguidice, D.P.C. 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………………………………………………………………………………………. SCALE: N.T.S. Bum* New K-Bor LOCATION MAP NOT TO SCALE 1040 Project Number: E170104 Wesley E. Seale Dam Outlet Rehabilitation CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES war 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 , 4.• Date: 11/12/2018 Attachment B - Bid/Pricing Schedule OITY OF CORPUS CHRISTI PURCHASING DIVISION BID FORM RFB No.1891 Preventative Maintenance and Emergency Vactor Service Bidder: ADK Environmental Inc. Authorized Signature; PAGE 1 OF 1 1. Refer to "instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each Item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. 4. Bidders must not write over or revise the bid form. Bidders will be considered Non- ResponsiVeif-the bid form is modified. ''item Description UNIT l QTY Unit Price TotaFFPfice 1. Labor -Treatment Plants HRS 400 $ 160.00 $ 64,000.00 Regular Hours (M -F 8:0Oam- 5:OOpm) For Preventative Maintenance & Emergency _ -4. Labor- Lift Stations Regular Hours (M -F 8:OOam- 5:00pm) For Preventative Maintenance & Emergency Service HRS 1,120 ; $ 160.00 $179,200.00 Labor ...HRS After Hours (5:00pm-8:00am, to Include holidays) For Emer enc Service 300 $180.00 Miscellaneous/Equipment EA 1 Emergency Allowance *requires CI A rovai Total a $15,000.00 $54,000.00 $15,000.00 5312,200.00 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 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, Page 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. Ownership of this unimproved partial alley closure will be deeded to 7 th Craig, LLC. 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 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, Page 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, Page 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, Page 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, Page 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. AGENDA MEMORANDUM Future Item for the City Council Meeting of January 15, 2019 Action Item for the City Council Meeting of January 22, 2019 ______________________________________________________________________ DATE:December 13, 2018 TO:Keith Selman, Interim City Manager THRU:Sylvia Carrillo-Treviño, Assistant City Manager FROM:Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 CAPTION: Resolution relating to establishing the City’s intention to reimburse itself for the prior lawful expenditure of funds from the proceeds of one or more series of tax-exempt obligations to be issued by the City in an aggregate amount not to exceed $96,000,000 for authorized purposes relating to constructing various City improvements; authorizing matters incident and related thereto; and providing an effective date. PURPOSE: The City is ready to award construction contracts associated with Bond 2018 projects approved by the voters on November 6, 2018. Since this will occur prior to the general obligation bonds actually being sold, this resolution is needed for the City to reimburse itself for costs incurred prior to the receipt of the bond proceeds. BACKGROUND AND FINDINGS: On November 6, 2018, the voters of Corpus Christi approved the following propositions on the ballot. Proposition A: Streets (23 projects)$52,000,000 Proposition B: Streets (14 projects)$22,000,000 Proposition C: Parks and Recreation (7 projects)$ 5,630,000 Proposition D: Libraries & Cultural (4 projects)$ 3,878,000 Proposition E: Pubic Safety (7 projects)$11,343,000 Proposition F: Public Health (1 project)$ 1,149,000 TOTAL $96,000,000 Reimbursement Resolution for Bond 2018 General Obligation Bonds For the City to be eligible for reimbursement of any expenditure incurred prior to the bond sale, the City must declare its intent to reimburse itself for payments made prior to the bonds being sold. This action must meet specific U. S. Treasury Regulations and requires approval by the City Council. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Issuance of municipal obligations are exempted from the City’s charter provision regarding dual reading and/or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: Bond Counsel City Attorney’s Office Engineering Financial Services 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: Not applicable RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution 73763327.4 RESOLUTION NO. RESOLUTION RELATING TO ESTABLISHING THE CITY’S INTENTION TO REIMBURSE ITSELF FOR THE PRIOR LAWFUL EXPENDITURE OF FUNDS FROM THE PROCEEDS ONE OR MORE SERIES OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY THE CITY IN AN AGGREGATE AMOUNT NOT TO EXCEED $96,000,000 FOR AUTHORIZED PURPOSES RELATING TO CONSTRUCTING VARIOUS CITY IMPROVEMENTS; AUTHORIZING MATTERS INCIDENT AND RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the Governing Body) of the City of Corpus Christi, Texas (the Issuer) has entered into or will enter into various contracts pertaining to the expenditure of lawfully available funds of the Issuer to finance the costs associated with (i) designing, constructing, renovating, improving, reconstructing, restructuring and extending streets and thoroughfares and related land and right-of-way sidewalks, streetscapes, collectors, drainage, landscape, signage, equipment storage facilities, acquiring lands and rights-of-way necessary thereto or incidental therewith; designing, constructing, renovating, improving, expanding, and equipping City parks and recreation facilities, City libraries and cultural facilities, public safety facilities, public health facilities, and other capital improvement projects, being the projects approved at an election held on November 6, 2018 by the City (the Construction Costs), (ii) the payment of various engineering costs, including design testing, design engineering, and construction inspection related to the Construction Costs (the Engineering Costs), (iii) the payment of various architectural costs, including preparation of plans and specifications and various other plans and drawings related to the Construction Costs (the Architectural Costs), and (iv) the payment of various administrative costs, including the fees of bond counsel, financial advisor, project manager, project consultant, other professionals, and bond printer (the Administrative Costs) [the Construction Costs, the Engineering Costs, the Architectural Costs, and the Administrative Costs collectively constitute the costs of the projects that are the subject of this Resolution (the Project)]; and WHEREAS, the provisions of Section 1201.042, as amended, Texas Government Code provide that the proceeds from the sale of obligations issued to finance the acquisition, construction, equipping, or furnishing of any project or facilities, such as the Project, may be used to reimburse the Issuer for costs attributable to such project or facilities paid or incurred before the date of issuance of such obligations; and WHEREAS, the Issuer intends to reimburse itself for the prior lawful capital expenditure of funds from the proceeds of one or more series of tax-exempt obligations (the Obligations) that the Issuer currently contemplates issuing in an amount not to exceed $96,000,000 to finance a portion of the costs of the Project; and WHEREAS, to fund such reimbursement with proceeds of the Obligations, the Issuer must declare its expectation ultimately to make such reimbursement before making the expenditures; and 73763327.4 - 2 - WHEREAS, the Issuer hereby finds and determines that the reimbursement for the prior expenditure of funds of the Issuer is not inconsistent with the Issuer’s budgetary and financial circumstances; and WHEREAS, the Governing Body hereby finds and determines that the adoption of this Resolution is in the best interests of the citizens of the Issuer; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. This Resolution is a declaration of intent to establish the Issuer’s reasonable, official intent to reimburse itself from certain of the proceeds of the Obligations for any capital expenditures previously incurred or to be incurred with respect to the Project from the Issuer’s General Fund or other lawfully available funds of the Issuer. SECTION 2. The reimbursed expenditure will be a type properly chargeable to a capital account (or would be so chargeable with a proper election) under general federal income tax principles. SECTION 3. The Issuer intends to otherwise comply with those matters addressed within this Resolution. SECTION 4. This Resolution may be relied upon by the appropriate officials at the Office of the Attorney General for the State of Texas and establishes compliance by the Issuer with the requirements of Texas law. SECTION 5. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Governing Body. SECTION 6. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 7. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 8. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Governing Body hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 9. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. 73763327.4 - 3 - SECTION 10. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. * * * * 73763327.4 S-1 PASSED, ADOPTED AND APPROVED on this the ____ day of January, 2019. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS ____ DAY OF JANUARY, 2019: _____________________________________ Miles Risley, City Attorney 73763327.4 S-2 THE STATE OF TEXAS )( COUNTY OF NUECES )( I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a Resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the ____ day of January, 2019, relating to establishing the City’s intention to reimburse itself in an amount not to exceed $96,000,000 for the prior lawful expenditure of funds relating to constructing various capital improvements to City property, which Resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the ____ day of January, 2019. City Secretary (CITY SEAL) 73763327.4 S-3 That the foregoing resolution was read and passed on this the ____ day of January, 2019, 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 Project No:18139A 1 AB/CJ Legistar No.: 19-0038 Rev. 0 – 9/19/2018 AGENDA MEMORANDUM Future Item for the City Council Meeting of January 15, 2019 Action Item for the City Council Meeting of January 22, 2019 DATE:December 18, 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, P.E., Executive Director of Water Utilities dang@cctexas.com (361) 826-1718 CAPTION: Motion to authorize execution of a professional services contract with Frank Brogan Consulting of San Antonio, Texas in the amount not to exceed $100,000 for the Alternative Water Supplies Technical Support project. PURPOSE: The provides for professional services for technical support in the City’s evaluation of Request for Information for Alternative Water Supplies and potential the Seawater Desalination project. BACKGROUND AND FINDINGS: These services are to assist the City of Corpus Christi with diversifying its portfolio of raw water supply sources to ensure adequate and reliable, and drought-proof water supply for its growing customer base. In 2015, the City retained services of Freese and Nichols to evaluate implementation of an industrial seawater desalination facility including assisting with potential site selection and permit requirements. In 2018, the City issued a Request for Information (RFI) to seek one or more alternative water delivery contracts to support its water supply needs. Professional Services Contract Alternative Water Supplies Technical Support (Raw Water Supply Fund) Project No:18139A 2 AB/CJ Legistar No.: 19-0038 Rev. 0 – 9/19/2018 This contract is for engineering technical support services with the evaluation of alternative water sources including desalination and the coordinated efforts of the Port of Corpus Christi and the San Patricio Municipal Water District. This technical services and assistance is summarized below: Attending periodic project meetings with the City, its consultants, local industry, Port of Corpus Christi, regional water suppliers, and other parties Drafting and reviewing new ordinances and agreements in support of source water management Advise the City and its consultants on existing Port of Corpus Christi infrastructure and channel issues which may affect the location of proposed desalination facility Support to City staff and its consultants to evaluate the opportunities and challenges created by other desalination efforts such as M&G desalination plant and the proposed La Quinta Channel Desalination Project Support to City staff on issues related to initial and ultimate desalination plant capacity, delivery infrastructure, and demand/consumption model and projections Assist City staff in reviewing the Alternative Water Sources RFI and evaluating responses Assist City staff in preparing and issuing a Request for Proposal (RFP) based on the outcome of the RFI evaluations Assist City staff in finalizing agreements with selected RFP respondents ALTERNATIVES: 1.Authorize execution of the professional services contract. (Recommended) 2.Do not authorize execution of the contract. (Not Recommended) OTHER CONSIDERATIONS: This contact will be on a Time and Materials basis (T&M) with a maximum fee not to exceed $100,000.00. CONFORMITY TO CITY POLICY: Complies with statutory requirements for professional services contracts. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Water Utilities Project No:18139A 3 AB/CJ Legistar No.: 19-0038 Rev. 0 – 9/19/2018 FINANCIAL IMPACT: ☐Operating ☐Revenue ⾙ Capital ☐Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 105,100 105,100 Encumbered / Expended Amount This item 100,000 100,000 Future Anticipated Expenditures This Project 5,100 5,100 BALANCE 0 0 Fund(s): Raw Water Supply Fund RECOMMENDATION: City Staff recommends approval of a professional services contract with Frank Brogan Consulting. LIST OF SUPPORTING DOCUMENTS: Presentation Project Budget Location Map Contract (Raw Water Supply Fund) PROJECT FUNDS AVAILABLE: 105,100 TOTAL FUNDS AVAILABLE…………………………………………………………………………………………………..105,100 FUNDS REQUIRED: Professional Service Fees:…………………………………………………………………………………………..100,000 Consultant (Frank Brogan Consulting)….…………………………………………………………………………………………………….100,000 Reimbursements:…………………………………………………………………………………………………………...…………..5,100 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget)……………………………………………………………………………….1,750 Engineering Services (Project Mgt)………………………………………………………………………………..3,250 Misc………………………………………………………………………………………………………..100 TOTAL………………………………………………………………………………………………………………………………………105,100 ESTIMATED PROJECT BUDGET BALANCE…………………………………………………………………………………………- Alternative Water Supplies Technical Support PROJECT BUDGET ESTIMATE Raw Water Supply Fund � N SCALE: N.T.S. CITYWIDE PROJECT LOCATION MAP NOTTO SCALE Alternative Water Supplies Technical Support Project Number: 18139A CITY COUNCIL EXHIBIT CITY OF CO R PUS CHRISTI, TEXAS DEPARTMENT OF ENGIN EERING SERVICES --- - Council Presentation January 15, 2019 Alternative Water Supplies Technical Support 1 2 Project Location 3 Project Scope This item provides Professional services to assist the City in the planning and evaluation for alternative water supplies as summarized below: •Participate in meetings with the City, its consultants, local industries, Port of Corpus Christi, regional water suppliers, and other parties •Drafting and reviewing new ordinances and agreements in support of source water management •Advise the City and its consultants on existing Port of Corpus Christi infrastructure and channel issues for potential locations of proposed desalination facility •Support City staff and its consultants to evaluate the opportunities and challenges created by other desalination efforts such as M&G desalination plant and the proposed La Quinta Channel Desalination Project •Support City staff on issues related to initial and ultimate desalination plant capacity, delivery infrastructure, and demand/consumption model and projections •Assist City staff in preparing, issuing, and evaluating responses to a Request for Proposal (RFP) based on the outcome of the RFI 4 Project Schedule Preliminary Design Estimate: 450 Calendar Days = 15 months Projected Schedule reflects City Council award in January 2019 with anticipated completion by April 2020 Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr 2019 2020 Professional Services / Technical Support 5 Questions? CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT (No./Name) 18139A - Alternative Water Supplies Technical Support 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 Frank Brogan Consulting, 200 Normandy Avenue, San Antonio, Bexar County, 78209 (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 1 — 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- 4—It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. Contract for Professional Services Page 2 of 11 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II — QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance -quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $100,000. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. 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 ars 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 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 work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Contract for Professional Services Page 5 of 11 Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. ARTICLE VIII — TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. Contract for Professional Services Page 6 of 11 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX — RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X — OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 10.2 When the City incurs non -value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) (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.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. 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 Severabilitv. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with Articles I -XIII of this Agreement (Articles), the Articles shall take precedence and control to resolve said conflict. 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 FRANK BROGAN CONSULTING Jeff H. Edmonds, P.E. Date Frank C. Brogan Date Director of Engineering Services 200 Normandy Avenue San Antonio, Texas 78209 (361) 816-6637 Office frankcbrogan@gmail.com APPROVED Assistant City Attorney Date ATTEST City Secretary Date Fund Name Accounting Unit Account No. Activity No. Amount Raw Water Supply 4481-041 530000 18139 -A -4481 -EXP $100,000.00 Total $100,000.00 Contract for Professional Services Page 11 of 11 FRANK BROGAN CONSULTING 200 NORMANDY AVE. SAN ANTONIO, TEXAS 78209 361-816-6637 December 18, 2018 Mr, Mark Van Vleck, P.E. Assistant City Manager Public Works & Utilities City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Subject: Proposal for City of Corpus Christi Engineering Project No. 18139A Alternative Water Supplies Technical Support Dear Mark: In accordance with my recent discussions with your staff, I am submitting this proposal to provide project coordination services during the permitting phase of the City's Seawater Desalination Project and during the City's efforts to identify and obtain Alternative Water Supplies. In the last several months the City has made significant progress in the effort to finalize and obtain approval from City Council for the new ordinance and agreements related to the drought allocation surcharge exemption fee which will provide an additional source of funding for the proposed seawater desalination facility. With this effort nearly completed, the City can now focus its efforts on the permitting phase of this important project. Additionally. the City has recently issued a Request for Information related to Alternative Water Supplies that will look at a number of additional sources for water which may include groundwater, surface water, desalination and other sources. Both of these important efforts will advance the City"s efforts to diversify its water supplies and plan for the future. But both of these will require a significant amount of effort by City staff and its consultants. Based on our discussions, I have prepared the following proposal with a scope of work, cost and schedule for providing coordination services related to both of these important efforts: 1 EXHIBIT A Page 1 of 3 Scope of Work: A. Seawater Desalination Project: 1. Attend periodic project meetings with the City, its consultants, local industry. Port of CC, regional water suppliers and other involved parties. 2. Work with City staff and its consultants during the permitting phase of the project to identify and evaluate sites for the proposed desalination project. 3. Provide input to City staff and its consultants on existing port infrastructure and channel issues which may affect the location of proposed intake and discharge structures. Assist with meetings with the Port of CC as needed regarding same. 4. Work with City staff and its consultants on issues related to initial and ultimate plant capacity, water delivery infrastructure, demand and consumption as it affects the permitting process. 5. Work with City staffand its consultants to evaluate the opportunities and challenges created by the Port of CC's proposed LaQuinta Channel Desalination Project which is currently in the permitting process. 6. Work with City staff to transition the oversight of the Freese and Nichols work so that City staff can manage this and subsequent phases of the Freese and Nichols work. 7. Monitor the final development of the M&G Chemical desalination plant and coordinate with the new owners of the plant to see if there are any opportunities for the City to acquire additional water supplies for the City. 8. Attend and brief the City Council when requested by City staff. B. Alternative Water Supplies: L Assist city staff in reviewing and evaluating the responses received from the City's "Request for Information (RFI) No. 2018-08 — Alternative Water Supplies" that was issued on August 15, 2018. 2. Participate in and assist eity staff with any interviews with those responding to the RFI. 3. Recommend action to be taken relative to the RFI responses. EXHIBIT A Page 2 of 3 4. Assist city staff in preparing and issuing a Request for Proposals (RFP). 5. Assist city staff in preparing answers to the RFP Respondents' questions. 6. Assist city staff in reviewing and evaluating RFP Responses and conduct interviews with the respondents. 7. Assist in conducting and finalizing agreements with the selected RFP respondent. 8. Attend and brief the City Council when requested by City staff. Basis for Compensation: The above work will be performed and billed on an hourly basis with a not to exceed cost of $100,000.00. 1 will bill the City on a monthly basis using my normal billing rates of $250.00 per hour for all working time and a reduced rate of $75.00 per hour for travel time (i.e. time spent travelling to and from my home in San Antonio) plus any reimbursable expenses (i.e. mileage, meals, hotel, etc.). 1 will not exceed this limit without your prior authorization. Schedule: 1 am prepared to start work immediately upon your authorization to proceed. The expected duration of my services is twelve to fifteen months. If the City needs my services following this period, we can certainly discuss my continued involvement. Please let me know if you have any questions or need additional information. If this meets with your approval, please indicate your acceptance below. I very much appreciate the chance to work with the City of Corpus Christi on this assignment. Sincerely, 4 Frank C. Brogan EXHIBIT A Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey O & M Manuals SCADA Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $1,000.00 $0.00 $0.00 $1,000.00 $2,000.00 $1,000.00 $0.00 $3,000.00 $500.00 $0.00 $250.00 $750.00 $2,500.00 $0.00 $1,000.00 $3,500.00 $6,000.00 $1,000.00 $1,250.00 $8,250.00 $0.00 $2,000.00 $0.00 $0.00 $2,000.00 $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $1,627.00 $1,627.00 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD $2,000.00 $1,120.00 $1,627.00 $4,747.00 $6,000.00 $1,000.00 $1,250.00 $8,250.00 $2,000.00 $1,120.00 $1,627.00 $4,747.00 $8,000.00 $2,120.00 $2,877.00 $12,997.00 Current Invoice Previous Invoice Total Invoice $0.00 $1,000.00 $1,000.00 $1,000.00 $500.00 $1,500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,000.00 $1,500.00 $2,500.00 0.0% $500.00 $0.00 $500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBD TBD TBD TBD TBD TBD TBD TBD TBD $500.00 $0.00 $500.00 $1,000.00 $1,500.00 $2,500.00 $500.00 $0.00 $500.00 $1,500.00 $1,500.00 $3,000.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Sample form for: Payment Request AE Contract Revised 02/01/17 Remaining Percent Balance Complete $0.00 100.0% $1,500.00 50.0% $750.00 0.0% $3,500.00 0.0% $5,750.00 30.3% $1,500.00 25.0% $1,120.00 0.0% $1,627.00 0.0% TBD TBD TBD TBD TBD TBD $4,247.00 10.5% $5,750.00 30.3% $4,247.00 10.5% $9,997.00 23.1% City of Corpus Chnsti 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: F2c)tAt_ 82136yw CoRsuLT/x G P. O. BOX: N /p STREET ADDRESS: 2,cso NoRMANiol J�v� FIRM IS: 1. Corporation B 4. Association CITY: SArt Arno n 10 2. Partnership 5. Other ZIP: 7$209 3. Sole Owner a. DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A EXHIBIT "E" Page 1 of 2 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: F'2AMr. C. 20 GAN Title: Ow Nc_,R. (Type or Print) Signature of Certifying Person: Date: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT "E" Page 2 of 2 DATE:January 15, 2019 TO:Keith Selman, Interim City Manager FROM:Jim Davis, Director of Asset Management jimd@cctexas.com (361) 826-1909 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a one-year supply agreement for the purchase of automotive maintenance parts with Advance Auto Parts of Corpus Christi, Texas via U.S. Communities cooperative for $240,000, with a one-year option for a total potential multi- year amount not to exceed $480,000. PURPOSE: This item is to approve the purchase of automotive maintenance parts. BACKGROUND AND FINDINGS: Fleet Maintenance currently has an ongoing need to purchase automotive parts and supplies for Chevrolet, Ford and Dodge to be used by Fleet Maintenance for effect repairs on City vehicles and equipment. Acquisition of these goods is essential for Fleet Maintenance to maintain the fleet so that departments, in turn, can accomplish their missions. It is also important that these parts be delivered in a timely manner so that vehicles and equipment can be turned around, placed back in service, and continue to perform required operations. This supply agreement will significantly assist Fleet in ensuring the above is accomplished. The Purchasing Division utilized the U.S. Communities cooperative for these procurements. Contracts awarded through the cooperatives have been competitively Automotive Maintenance Parts for Asset Management AGENDA MEMORANDUM Future Item for the City Council Meeting of January 15, 2019 Action Item for the City Council Meeting of January 22, 2019 procured and are in compliance with Texas local and state procurement requirements. The Purchase Division also compared several cooperatives to obtain the best price for the City. ALTERNATIVES: N/A OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City’s purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Fleet Maintenance FINANCIAL IMPACT: X Operating □ Revenue □ Capital □ Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $3,191,731.00 $300,000.00 $3,491,731.00 Encumbered / Expended Amount $668,518.77 $0.00 $668,518.77 This item $180,000.00 $300,000.00 $480,000.00 BALANCE $2,343,212.23 $0.00 $2,343,212.23 Fund(s): Fleet Maint. Svc. Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Supply Agreement CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: SONIA TAMEZ ITEM DESCRIPTION COST QUANTITY EXTENDED TOTAL 1 Parts 5-65% based on Catalog pricing 1 $240,000 Not to Exceed *$240,000 Advance Auto Parts Corpus Christi, Texas TOTAL PRICE SHEET Automotive Maintenance Parts for Fleet Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form October 1, 2018 SUPPLY AGREEMENT NO. 66390 Automotive Maintenance Parts for Fleet THIS Automotive Maintenance Parts for Fleet Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Advance Auto Parts (“Supplier"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Supplier has bid to provide Automotive Maintenance Parts for Fleet in response to Request for Bid No. 2017000280 (“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 Automotive Maintenance Parts for Fleet 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 one 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 $240,000.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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 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: Benjamin Sanchez Fleet Maintenance 361.826.1959 BenjaminS@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance (“COI ”), as proof of the required insurance coverages, to the City’s Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. 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 3 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 4 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, 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: Benjamin Sanchez Assistant Parts Foreman 5352 Ayers Street, Building 3B, Corpus Chrisiti, Texas 78415 Phone: 361.826.1959 Fax: 361.826.8255 IF TO SUPPLIER: Advance Auto Parts Attn: Michael Casey Brannign SVP Customer Engagement 5354 McArdle, Corpus Christi, Texas 78411 Phone: 361.991.9119 Fax: 919.301.4079 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 5 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 6 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) SUPPLIER Signature: Printed Name: /4 /C- 011CI-twiEL GA56y 9iontwlc-t4 Title: Me 04s -twee r Date: 12-- /g 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. 66390 Exhibit 2: Supplier's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form October 1, 2018 PAGE 1 OF 1 ATTACHMENT A: SCOPE OF WORK SCOPE OF WORK 1. Contractor shall provide filters, brakes, engine parts, body parts, supplies and other automotive parts. 2. Contractor shall deliver parts to the City Garage, City Service Center at 5352 Ayers Street, Building 3B, Corpus Christi, Texas 78415. 3. In stock parts ordered before 2:00 pm will be delivered same business day. 4. In stock parts ordered after 2:00 pm will be delivered next business day. 5. Contractor shall deliver parts between the hours of 8:00 am through 5:00 pm to include Saturdays and holidays (excepting Christmas Day). 6. Contractor shall have a bill of sale upon delivery. 7. Parts will be ordered on an as needed basis. 8. Service agreement will be for one year with option to extend for one additional one year. Attachment B — Pricing Schedule City of Corpus Christi Quote Form Description Discount Automotive & Fleet Parts for Chevy, Ford, Dodge & Supplies 5 65% based on Catalog pricing US Communities Contract 2017000280 Total Not to Exceed $240,000.00 COMPANY: Advance Auto Parts NAME OF PERSON AUTHORIZED TO SIGN: Michael Casey Brannigan ADDRESS: 5354 McArdle Rd PHONE: 361-991-9119 FAX: 919-301-4079 SIGNATURE: / irk CITY/STATE/ZIP: Corpus Christi, TX 78411 EMAIL: hervey.jaramillo@advance-auto.com DATE: 11-30-18 TITLE: SVP Customer Engagement Page 1 of 1 Attachment C: Insurance and Bond Requirements A. CONTRACTOR’S LIABILITY INSURANCE 1. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. 2. Contractor must furnish to the City’s Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of 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) Employers 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 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 Fleet Dept. Mechanical Parts Supply and Delivery 11/28/2018 sw Risk Management Valid Through 12/31/2019 PAGE 1 OF 1 Attachment D: Warranty Requirements Warranty is based on manufacturer warranty. DATE:January 15, 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 one Ford F-150 extended cab truck, one Ford F-150 crew cab truck and seven Ford F-250 crew cab trucks for Parks and Recreation from Silsbee Ford, Inc. of Silsbee, Texas for a total amount not to exceed $263,588.88. PURPOSE: The item is to approve the purchase of nine Ford trucks for Parks and Recreation. BACKGROUND AND FINDINGS: Parks and Recreation will increase their vehicle fleet by four units to be used for daily operations. One unit will be used by the Gulf Beach lifeguards for better patrol coverage, one unit will be assigned to Gulf Beach Park Enforcement for the addition of a new officer, one unit will be assigned to the Beach Operations staff adding another trash unit to help keep beaches clean and one unit will be used by a new Bay Beach Enforcement officer. The other five units are replacement units; two will be used by the Beach Maintenance crew for sanitation and beach maintenance, one will be assigned to the Gulf Beach lifeguards, one unit will be used by Gulf Beach Park Enforcement staff and the final unit will be used by the North Beach maintenance crew for sanitation and beach maintenance. Ford F-150 and F-250 Trucks for Parks and Recreation AGENDA MEMORANDUM Future Item for the City Council Meeting of January 15, 2019 Action Item for the City Council Meeting January 22, 2019 2018 The Purchasing Division conducted a competitive Request for Bid process to obtain bids from qualified firms. The City received three bids and recommends award to the lowest responsive, responsible bidder, Silsbee Ford. 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 $549,419.84 $0.00 $549,419.84 Encumbered / Expended Amount $178,620.37 $0.00 $178,620.37 This item $263,588.88 $0.00 $263,588.88 BALANCE $107,210.59 $0.00 $107,210.59 Fund(s): General Fund and State HOT Beach Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation CITY OF CORPUS CHRISTI BID TABULATION PURCHASING DIVISION BID NO. 1970 BUYER: JOHN ELIZONDO FORD F-150 AND F-250 TRUCKS FOR PARKS AND RECREATION 1 3/4 Ton 2019 Ford F-250 XL 4x4 Crew Cab Truck 7 $30,494.36 $213,460.52 $32,000.00 $224,000.00 $33,292.00 $233,044.00 2 1/2 Ton 2019 Ford F-150 XL Extended Cab Truck 1 $24,480.68 $24,480.68 $25,900.00 $25,900.00 $27,571.00 $27,571.00 3 1/2 Ton 2019 Ford F-150 XL Crew Cab Truck 1 $25,647.68 $25,647.68 $27,675.00 $27,675.00 $26,230.00 $26,230.00 $263,588.88 $277,575.00 $286,845.00TOTALS ITEM DESCRIPTION QTY Bluebonnet FordAutonation Ford Mazda UNIT PRICE EXTENDED PRICEUNIT PRICE EXTENDED PRICE New Braunfels, TXCorpus Christi, TX Silsbee Ford Silsbee, TX UNIT PRICE EXTENDED PRICE DATE:January 15, 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 John Deere mowers for Parks and Recreation from Deere & Company, of Cary, North Carolina, via BuyBoard cooperative for a total amount not to exceed $80,229.24. PURPOSE: This item is to approve the purchase of four John Deere mowers for Parks and Recreation. BACKGROUND AND FINDINGS: The four mowers will be utilized by Park Operations staff for daily operations. These are replacements for mowers currently used by Park Operations mowing crews. The mowers being replaced are all 2009 John Deere models with approximately 2,000 – 2,700 hours logged and were budgeted for replacement in the FY2018-19. 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. John Deere Mowers for Parks and Recreation AGENDA MEMORANDUM Future Item for the City Council Meeting of January 15, 2019 Action Item for the City Council Meeting January 22, 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 Parks and Recreation Department FINANCIAL IMPACT: X Operating □ Revenue □Capital □Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $311,297.86 $0.00 $311,297.86 Encumbered / Expended Amount $231,068.62 $0.00 $231,068.62 This item $80,229.24 $0.00 $80,229.24 BALANCE $0.00 $0.00 $0.00 Fund(s): StormWater 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 BUYER: JOHN ELIZONDO UNIT EXTENDED PRICE PRICE 1. Side Discharge Deck for Parks and Recreation Department 4 EA $20,057.31 $80,229.24 Total Price $80,229.24 John Deere Mowers for Parks & Recreation PRICE SHEET ITEM DESCRIPTION QTY.UNIT CARY, NORTH CAROLINA BUY BOARD CONTRACT 529-17 DEERE & COMPANY AGENDA MEMORANDUM Future Item for the City Council Meeting of January 15, 2019 Action Item for City Council Meeting February 12, 2019 DATE:12/18/2018 TO:Keith Selman, Interim City Manager KeithSe@cctexas.com 361-826-3898 FROM:Rudy Bentancourt, Director of Housing and Community Development RudyB@cctexas.com 361-826-3021 CAPTION: Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Avanti at South Bluff to be developed by Avanti at South Bluff, LP. PURPOSE: The purpose of the Resolution is to satisfy a requirement set forth by the Texas Department of Housing and Community Affairs’ 2019 Qualified Allocation Plan Section 11.9(d)(1) for Housing Tax Credits, which indicates that maximum points are given for a resolution from the Governing Body of a municipality (City of Corpus Christi) supporting the application for development. BACKGROUND AND FINDINGS: The City of Corpus Christi’s Housing and Community Development Department has received a request for a Resolution to support the application and development of a development for affordable rental housing. The development is hereby requesting a resolution of support for their individual proposed development. The Texas Department of Housing and Community Affairs’ (TDHCA) 2019 Qualified Allocation Plan’s Section 11.9(d)(1) for Housing Tax Credits indicates that in order to receive maximum points for the application, a Resolution of Local Support must be provided by the Governing Body of the municipality supporting the application or development. Avanti at South Bluff, once constructed, will be an Affordable Housing Development located at 509 S. Carancahua St., Corpus Christi, TX 78401. Avanti at South Bluff, LP., proposes the construction of approximately 72 apartments which would serve families at or below 60% of the Area Median Income. The developer will be available to answer any questions to the City Council regarding their proposed application and project. Resolution in support of an Affordable Housing development to satisfy the requirement set forth by the Texas Department of Housing and Community Affairs (TDHCA) ALTERNATIVES: None OTHER CONSIDERATIONS: This resolution will not prioritize one applicant over the other applicants competing in the Corpus Christi Region 10 Urban Category, but does acknowledge their application of support. CONFORMITY TO CITY POLICY: Not Applicable EMERGENCY / NON-EMERGENCY: This item is non-emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: Not applicable Fiscal Year: 2019-2020 Project to Date Expenditures (CIP only)Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: N/A RECOMMENDATION: Staff recommends that the City Council recognize the applicant’s application for the TDHCA Housing Tax Credit Program and to support the proposed Affordable Housing Projects. LIST OF SUPPORTING DOCUMENTS: Resolution – Avanti at South Bluff Presentation Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Avanti at South Bluff to be developed by Avanti at South Bluff, LP. Whereas, Avanti at South Bluff, LP.(the “Applicant”) has proposed a development project to construct approximately 72 apartments to provide affordable housing that is located at 509 S. Carancahua St. and named Avanti at South Bluff (“Avanti at South Bluff Project”); and Whereas,the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs (“TDHCA”) for 2019 Housing Tax Credits for the Avanti at South Bluff Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed Avanti at South Bluff Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the proposed Avanti at South Bluff Project located at 509 Carancahua St., Corpus Christi, Texas 78401. PASSED AND APPROVED this _____ day of __________________, 2019 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. 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 _______________________ Council Presentation January 15, 2019 Affordable Housing Resolutions 1 2 •Administered by TDHCA •Competitive application process •Region 10 •Resolution of Support •Up to 17 points for a resolution(s) voted on and adopted by the governing body Housing Tax Credits 3 Region 10 –Urban •Avanti at South Bluff At -Risk Category •Casa De Manana Apartments Overview 4 Developer –Avanti at South Bluff, LP. Units –72 (demolition/reconstruction) Address –509 S. Carancahua St. Corpus Christi, TX 78401 Population served –Seniors Avanti at South Bluff 5 Avanti at South Bluff 6 Developer –TG 110 Units –99 (demolition/reconstruction) Address –4702 Old Brownsville Rd. Corpus Christi, TX 78405 Population served –Multifamily Casa De Manana Apartments 7 Casa De Manana Apartments 8 Questions ? AGENDA MEMORANDUM Future Item for the City Council Meeting of January 15, 2019 Action Item for City Council Meeting February 12, 2019 DATE:12/18/2018 TO:Keith Selman, Interim City Manager KeithSe@cctexas.com 361-826-3898 FROM:Rudy Bentancourt, Director of Housing and Community Development RudyB@cctexas.com 361-826-3021 CAPTION: Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Casa De Manana Apartments to be developed by TG 110. PURPOSE: The purpose of the Resolution is to satisfy a requirement set forth by the Texas Department of Housing and Community Affairs’ 2019 Qualified Allocation Plan Section 11.9(d)(1) for Housing Tax Credits, which indicates that maximum points are given for a resolution from the Governing Body of a municipality (City of Corpus Christi) supporting the application for development. BACKGROUND AND FINDINGS: The City of Corpus Christi’s Housing and Community Development Department has received a request for a Resolution to support the application and development of a development for affordable rental housing. The development is hereby requesting a resolution of support for their individual proposed development. The Texas Department of Housing and Community Affairs’ (TDHCA) 2019 Qualified Allocation Plan’s Section 11.9(d)(1) for Housing Tax Credits indicates that in order to receive maximum points for the application, a Resolution of Local Support must be provided by the Governing Body of the municipality supporting the application or development. Casa De Manana Apartments, once demolished and reconstructed, will be an Affordable Housing Development located at 4702 Old Brownsville Rd., Corpus Christi, TX 78405. TG 110., proposes the demolition and reconstruction of 99 apartments serving families at or below 60% of the Area Median Income. The developer will be available to answer any questions to the City Council regarding their proposed application and project. ALTERNATIVES: None Resolution in support of an Affordable Housing development to satisfy the requirement set forth by the Texas Department of Housing and Community Affairs (TDHCA) OTHER CONSIDERATIONS: This resolution will not be competing with any project in the Corpus Christi Region 10 Category as it is solely competing in the At-Risk Category alongside other state project. The resolution acknowledges their application of support. CONFORMITY TO CITY POLICY: Not Applicable EMERGENCY / NON-EMERGENCY: This item is non-emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: Not applicable Fiscal Year: 2019-2020 Project to Date Expenditures (CIP only)Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: N/A RECOMMENDATION: Staff recommends that the City Council recognize the applicant’s application for the TDHCA Housing Tax Credit Program and to support the proposed Affordable Housing Projects. LIST OF SUPPORTING DOCUMENTS: Resolution – Casa De Manana Apartments Presentation Resolution of the City Council of the City of Corpus Christi, Texas in support of the proposed affordable housing project known as Casa De Manana Apartments to be developed by TG 110, Inc. Whereas, TG 110, Inc.(the “Applicant”) has proposed a development project to demolish and reconstruct 99 apartments to provide affordable housing that is located at 4702 Old Brownsville Rd., Corpus Christi, Texas 78405 and named Casa De Manana Apartments (“Casa De Manana Apartment Project”); and Whereas,the Applicant intends to submit an application to the Texas Department of Housing and Community Affairs (“TDHCA”) for 2019 Housing Tax Credits for the Casa De Manana Apartment Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council for the City of Corpus Christi hereby supports the proposed Casa De Manana Apartment Project. Section 2. The City Council for the City of Corpus Christi hereby acknowledges the support for the proposed Casa De Manana Apartment Project located at 4702 Old Brownsville Rd., Corpus Christi, Texas 78405. PASSED AND APPROVED this _____ day of __________________, 2019 at a Regular Meeting of the City Council of the City of Corpus Christi, Texas. 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 _______________________ AGENDA MEMORANDUM Future item for the City Council meeting of January 15, 2019 Action Item for the City Council meeting of January 22, 2019 DATE:December 21, 2018 TO:Keith Selman, Interim City Manager FROM:Daniel McGinn, AICP, CFM, Director, Planning and ESI DanielMc@cctexas.com (361) 826-7011 Rudy Betancourt, Director of Housing and Community Development RudyB@cctexas.com (361) 826- 3021 CAPTION: Resolution identifying the project known as Casa de Mañana Apartments as a development that will contribute most significantly to the concerted revitalization efforts of the City in the La Molina – Near West Area PURPOSE: The purpose of the Resolution is to identify the proposed development of Casa de Mañana Apartments as contributing most significantly to the concerted revitalization efforts of the La Molina – Near West Existing Conditions Report. BACKGROUND AND FINDINGS: On September 11, 2018 the City Council passed a Resolution approving the La Molina – Near West Existing Conditions Report for an area which is bordered by SH 358 and Saratoga Boulevard to the West, SH 286 to the East, Agnes Street to the North, and SH 286 to the South. In 2019, TG 110 Casa de Mañana, LP is proposing a Housing Tax Credit project for Casa de Mañana Apartments. Casa de Mañana Apartments is located within the boundaries of the La Molina – Near West Area Existing Conditions Report. Per the Texas Department of Housing and Community Affairs (TDHCA) 2019 Qualified Allocation Plan guidelines, the proposed development could earn a maximum of two (2) points if the proposed development is explicitly identified by the Governing Body as contributing most significantly to the concerted revitalization efforts. The Casa de Mañana Apartment development does contribute to the revitalization efforts in the La Molina – Near West area. Resolution identifying a development in the La Molina – Near West Existing Conditions Report which will contribute to revitalization efforts. ALTERNATIVES: None OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO POLICY: Council approval is required for the passing of the resolution EMERGENCY /NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Housing and Community Development, Planning and ESI, Legal FINANCIAL IMPACT: □ Operating □ Revenue □ Capital ⾙ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments:None RECOMMENDATION: Staff recommends adoption of the resolution. LIST OF SUPPORTING DOCUMENTS: Resolution La Molina – Near West Existing Conditions Report Resolution identifying the project known as Casa de Mañana Apartments as a development that will contribute most significantly to the concerted revitalization efforts of the City in the La Molina –Near West Area Whereas,the City of Corpus Christi has considered the revitalization needs of the La Molina –Near West Area (the "Designated Area")and approved a Community Revitalization Plan (the "Plan")for the Designated Area on September 11, 2018;and Whereas,in furtherance of the community revitalization activities noted in the Plan,TG 110 Casa de Mañana,LP and its affiliates (the "Applicant")propose to renovate an affordable housing development with up to 99 residential units (the "Affordable Housing")in the Designated Area,to be known as Casa de Mañana Apartments;and Whereas,the Applicant proposes to apply for financing for the Affordable Housing, including Low Income Housing Tax Credits ("Tax Credits")from the Texas Department of Housing and Community Affairs ("TDHCA")pursuant to TDHCA's 2019 Qualified Allocation Plan (the "QAP");and Whereas,the City supports the development of the Affordable Housing because of its experienced and anticipated community revitalization impact for the Designated Area;and Whereas,the Affordable Housing is the only applicant for Tax Credits in the 2019 competitive round that the City wishes to identify as contributing most significantly to the City's revitalization efforts in the Designated area pursuant to Section 11.9(d)(7)(A)(iv)(ll)of the QAP. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1.The City Council for the City of Corpus Christi hereby supports the development of the Affordable Housing and has selected the Affordable Housing as the only proposed Tax Credit application for 2019 that contributes most significantly to the City's concerted revitalization efforts in the Designated Area. Section 2.This resolution shall become effective immediately upon its passage. 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 EXHIBIT A La Molina -Near West Existing Conditions Report EXHIBIT A 1 LA MOLINA-NEAR WEST EXISTING CONDITIONS REPORT INTRODUCTION The City of Corpus Christi is a beautiful bayfront community with a population of over 325,000 and one of the largest ports in the nation. As the City grows and continues to develop, it becomes increasingly important to ensure that certain older areas are not left behind to become blighted and detrimental to our residents. Over the past fifteen years, the City, school districts, and others have been planning and investing in the area referred to as La Molina-Near West, which is identified by the maps shown in FIGURES 1 and 2. These plans and investments have been intended to revitalize a deteriorating area of Corpus Christi. Despite a revitalization effort and a general understanding of the desired goals, a separate written report for the La Molina-Near West area has never been formally adopted. The purpose of this document is to identify the City's efforts to date along with additional recommended efforts needed to provide a framework for continued revitalization of the area referred to in this report as La Molina-Near West. Sources for investment in this area began with the Corpus Christi and West Oso Independent School Districts,which have provided quality education servicesin the area for decades. However, some schools in the area have struggled to achieve a met standard rating through the Texas Education Agency, which is what prompted the School District to increase school investments in the Revitalization Area. The City and School District utilized bond financing approved by voters in 2004, 2008, 2012, 2014, and 2018 for various improvement projects, including school improvements. These capital improvement investments are expected to continue for at least ten more years (until 2028) or until all current and future bond projects are complete. Other investments have been made from federal and state sources, such as the Texas Department of Transportation and the U.S. Department of Housing Urban Development (HUD). As the improvements have taken hold, the private sector has made increasing investments in the area as well. The infrastructure investments inschools and roadways planned or completed in the Area represent a concerted effort to revitalize the La Molina-Near West Area that has yet to be formalized through an official revitalization plan. The problems identified in this report have been identified through various citizen workshops related to the municipal bonds in which affected local residents had an opportunity to express their views on problems facing the area. Based on the nature of the revitalization occurring in the community, and to increase the potential for future investment, the adoption of this existing conditions report supports ongoing efforts by various entities to revitalize the La Molina-Near West Area. DESCRIPTION OF AREA The La Molina-Near West Area, otherwise referred to in this document as the "Revitalization Area", is represented by the map shown on FIGURE 1. The area is bounded by SH 358 (South Padre Island Drive) and Saratoga Blvd. to the West, SH 286 (Crosstown Expressway) to the East, Agnes Street to the North, and SH 286 (Crosstown Expressway) to the South. All or a portion of EXHIBIT A 2 seven different census tracts are included within the area, and it is comprised of three zip codes, 78405, 78416, and 78417. The La Molina-Near West Area has experienced a slight decrease in population within the last 18 years. In 2000, the population was 36,722, then in 2010 it was 36,551, and in 2016 it was 35,792, according to the U.S. Census Bureau. The racial and ethnic composition of the Revitalization Area is 85.7% White, 7.7% African American, 10% other race, and 2% two or more races. A majority of the population (89.5%) is of Hispanic or Latino origin of any race while only 10.5% of the population is non-Hispanic.1 The Revitalization Area includes all or parts of census tracts 8, 9, 10, 16.01, 16.02, 17.01, and 18.01. The median age in the Area is 35.4 years and 75.4% of the population is over the age of 18. The median household income is $35,152 and 29% of the population in the Revitalization Area has income below the poverty level according to the U.S. Census Bureau 2016 American Community Survey 5-Year Estimates. Furthermore, the Revitalization Area encompasses the La Molina neighborhood (see FIGURE 1), which was the childhood home to the late Tejano music legend Selena Quintanilla. Thus, the area has significant cultural and historic value that is in the City’s interest to revitalize. By adopting this document, the City of Corpus Christi is providing continued support for improvements in this historic neighborhood, to enhance quality of life in the area for current and future residents. CONSIDERATIONS IN IDENTIFYING THE AREA The Revitalization Area for this report has been identified based on several factors, including physical boundaries such as expressways or major thoroughfares, other boundaries such as zip codes and census tracts, the concentration of recently completed or planned development projects, and a desire to improve and/or revitalize the following areas: Infrastructure – Transportation, Drainage and Sewer. Several roads in the Revitalization Area are main arteries to the central business district of Corpus Christi. Streets such as Agnes Street, Old Brownsville Road/Morgan Avenue, Navigation Blvd., and Greenwood Drive connect the Revitalization Area to the central city. Each of these roads had fallen into disrepair, but received substantial improvements within the last ten years, includingnewasphalt, curb and gutters, sidewalkswith ADA compliant ramps,RTA bus pads, utility improvements for storm water mitigation, and new signage and pavement markings. Other roads and side streets in the area will require similar improvements to prevent flooding and improve transportation within the Area. Social and Recreational Facilities. Many social and recreational facilities in the Area are older and have fallen into a state of disrepair; however, there has been an ongoing effort to revitalize many facilities. The largest recreational facility in the Area is the Gabe Lozano Golf Center, a 225-acre public golf course that sits along the South side of Old Brownsville Road.The course received bond financing in 2004 for various improvements. Also, several 1 The U.S. Census Bureau considers race and ethnicity to be two separate and distinct concepts. Race is a person’s self-identification with one or more social groups. An individual can be report as White, Black, or African American, Asian, American Indian and Alaska Native, Native Hawaiian and Other Pacific Islander, or some other race. Respondents may report multiple races. Ethnicity determines whether a person is of Hispanic origin or not. For this reason, ethnicity is broken out in two categories, Hispanic or Latino and Non-Hispanic or Latino. Hispanics may report as any race. EXHIBIT A 3 neighborhood parks identified in this report have received improvements within the last five years, but additional facility improvements are needed within the Revitalization Area to improve quality of life. Public Safety. Crime rates in the Revitalization Area vary depending on the neighborhood or corridor, but they are generally lower than the average crime rate for the City. The average crime rate for the City of Corpus Christi is 13% higher than the State average, which is 31.94% (per 1,000 residents). The La Molina-Near West Area is a relatively safe, family-friendly community, but several improvements have been made in recent years to increase public safety within the Revitalization Area. Improved lighting has been added along major thoroughfares, safe exchange places for online purchases have been established, and police patrols have increased in neighborhoods and parks. Continued revitalization of the Area and additional public safety improvements or programs is recommended to further enhance public safety in the Area. Housing & Blight. Many homes and businesses in the area are vacant, deteriorated, or have noticeable depreciation. Much of the housing stock and commercial structures are greater than fifty years old and are in significant disrepair. Many vacant properties have high grass, illegal encampments, broken windows and various other potential building/zoning code violations. In addition, nearly half (44.7%) of the total housing units in the Area are occupied by renters, which coupled with low incomes in the area, implies a demand for additional affordable rental housing. There has been an ongoing effort by the City to mitigate this issue, including in 2018 the City provided written support for the construction of three new proposed affordable housing developments in the Revitalization Area to receive Low-Income Housing Tax Credits worth approximately $16 million. Existingmulti-familydevelopments in the areamay also be eligible to receive Low-Income Housing Tax Credits in the future, which would significantly contribute to revitalizing the area. Schools. There has been a significant emphasis on school quality in the Revitalization Area. The community has centered on improving the school system and schools, which include, Del Mar College’s West Campus, West Oso High School, Moody High School, Cunningham Middle School, Garcia and Los Encinos Elementary Schools. Many of the schools in the Revitalization Area were old and in need of renovation when revitalization first began. Some improvements have been made, such as the roof replacement to Moody High School and the addition of Los Encinos Elementary, but additional work needs to be done to meet the educational needs of residents in the area. Access to quality schools is a critical component of community revitalization; therefore, the emphasis on school quality is critical to revitalizing this area. Public Services. The Revitalization Area is in need of improvements to Public Services, such as police and fire. Some improvements have been made to facilities outside of the Revitalization Areaover the years, but there are a limited number of police and fire stations directly within the Revitalization Area. There are three nearby fire stations, one of which is within the area, and two nearby law enforcement facilities that are intended to serve the area (see FIGURE 1). However, area residents would benefit greatly from an additional police and/or fire station. The proposed 2018 bond allocates approximately $22 million for public facilities that may be used for an additional facility or upgrades to existing facilities. EXHIBIT A 4 The provision of additional services would likely reduce crime and property loss in the Revitalization Area while also improving quality of life. Business Development. The economy in Corpus Christi is largely driven by oil and gas and tourism. However, access to retail and other employment is vital to improving economic opportunities for residents in the area. One of the largest employers in the area, a payment processing company called First Data, permanently closed in 2015, resulting in a loss of around 300 jobs according to media reports. The new Del Mar College Workforce Development Center and Emerging Technology building planned for the College’s West Campus will contribute to economic development of the area, through workforce training, and is expected to support existing businesses in the area. By focusing on business development and workforce training for emerging technologies, the area will see a significant impact to economic and community development. TARGETED COMMERCIAL AND RESIDENTIAL REVITALIZATION The La Molina-Near West Revitalization Area has many residential and commercial properties in various levels of disrepair. These structures are in need of renovations or need to be completely demolished and reconstructed. Although the Revitalization Area desires to attract new commercial businesses and housing projects, the emphasis of this report is also concentrated on the renovation or demolition/reconstruction of existing older buildings and improvements to surrounding streets, sidewalks, and other public spaces. The opportunities for targeted commercial and residential revitalization are as follows: 1. Commercial – Attract new businesses and expand or improve existing businesses. 2. Residential – Because of the extent of the affordable housing portfolio resulting from previously depressed economic circumstances, the focus going forward is for continued rehabilitation and redevelopment of the existing housing stock, both multi-family and single-family, along with attracting and promoting market-based housing to the area. 3. Vacant properties – Working with property owners to maintain their properties and restore pride of ownership in residential neighborhoods. IMPROVEMENT PROJECTS AND PROGRAMS ALREADY COMPLETED IN THE REVITALIZATION AREA The following improvements and programs have already been completed or implemented in the Revitalization Area. The City and other entities have been working to improve the Revitalization Area over the last fifteen years and the projects listed below reflect more than $55 million of completed improvements. See FIGURE 2 for project locations. I.Infrastructure EXHIBIT A 5 Project #1: Street improvements to Cliff Maus Road from Old Brownsville Road to Bear Lane, and SH 358 to Rockford Drive. New sidewalks, pavement markings, and storm water drainage. Completed as of November 2017. Completed Street Improvements to Cliff Maus Rd (Google Images) Source of Funding: City of Corpus Christi 2004 Bond Funding Amount: $1,858,000 Project #2: Reconstruction of Greenwood Drive (phase 1) from Gollihar Rd to South Padre Island Drive. Included reconstruction with new asphalt, curb and gutters, sidewalks with ADA ramps, RTA bus pads, and underground utility for storm water mitigation, new signage and pavement markings. Completed as of November 2017. Project Location (Photo from Corpus Christi City Council Presentation) Source of Funding: City of Corpus Christi 2004 Bond Funding Amount: $2,760,000 Project #3: Street Improvements to Bear Lane from Old Brownsville Road to South Padre Island Dr. (SH 358). Complete as of November 2017. Completed Improvements to Bear Lane (Google Images) Source of Funding: City of Corpus Christi 2008 Bond Funding Amount: $4,200,000 EXHIBIT A 6 Project #4: Reconstruction of Greenwood Drive (phase 2) from Gollihar to Horne Road. This phase involved the reconstruction of the western portion of Greenwood Drive to a five-lane road with four travel lanes and a continuous left turn lane. Completed in April 2018. Completed Greenwood Drive Reconstruction (Photo from City of Corpus Christi) Source of Funding: City of Corpus Christi 2012 Bond Funding Amount: $4,808,000 II.Recreational Project #5: Facility and grounds improvements to Gabe Lozano Golf Course. Work completed as of November 2017. Gabe Lozano Golf Course After Renovation (Photo from lozanogolfcenter.com) Source of Funding: City of Corpus Christi 2004 Bond Funding Amount: $2,756,000 Project #6: Construction of Greenwood Softball Complex. Includes a clubhouse and four softball fields. Completed as of November 2017. Completed Greenwood Softball Complex (Google Images) Source of Funding: City of Corpus Christi 2008 Bond Funding Amount: $2,450,000 EXHIBIT A 7 Project #7: Addition of new hike and bike trails at Dr. Hector P. Garcia Park (Greenwood Park) to increase health and mobility in the Area. Improvements completed in May 2017. Map of Hike/Bike Trails (Photo from Corpus Christi City Council Presentation) Source of Funding: Corpus Christi Metropolitan Planning Organization Funding Amount: $310,500 Project #8: Improvements to Westhaven Park on Cliff Maus Drive were completed in September 2017. Improvements included a new walking trail, a multipurpose sports field, new exercise equipment, new lighting, and a new park sign. New ADA compliant playground at Westhaven Park (Photo from Caller-Times) Source of Funding: Nueces County and City of Corpus Christi Parks and Recreation Dept. Funding Amount: $300,000 III.Public Facilities Project #9: Greenwood “Ben F. McDonald” Library remodel & facilities improvement. Construction completed as of November 2017. Remodeled Ben F. McDonald Public Library (Photo from www.cclibraries.com) Source of Funding: City of Corpus Christi 2008 Bond Funding Amount:$1,500,000 EXHIBIT A 8 Project #10: Greenwood Wastewater Treatment Plant improvements to reduce nuisance odors and risk of flooding, including the purchase of an Eco- Filter system for odor control and an ultraviolet (UV) electrical system to maintain TCEQ compliance standards. Construction began July 2016 and completed in October 2017. Greenwood Wastewater Treatment Plant Eco-Filter (Photo from City of Corpus Christi) Source of Funding: City of Corpus Christi Capital Improvement Program (CIP) Funding Amount: $2,204,800 Project #11: Construction of new wastewater lift station near the intersection of West Point Road and Old Brownsville Road to serve development in the area. Project was completed in 2017. W Point Rd Wastewater Lift Station (Google Maps) Source of Funding: City of Corpus Christi Capital Improvement Program (CIP) Funding Amount: $1,200,000 IV.Housing Project #12: Construction of Buena Vida Senior Village apartments located at 4650 Old Brownsville Rd. The apartments have 100 affordable units funded by Low-Income Housing Tax Credits awarded in 2008. Construction completed in 2010. W Point Rd Lift Station EXHIBIT A 9 Source of Funding: Texas Department of Housing and Community Affairs (TDHCA)/Private Funding Amount: $9,462,975 Buena Vida Senior Village Residences (Photo from www.buenavidaseniorvillage.com) V.Schools Project #13: Construction of new Los Encinos Elementary School on Frio Street East of Greenwood Drive. Completed in September 2017. Completed Front Entrance (Photo from CCISD 2014 Bond Update Presentation) Source of Funding: Corpus Christi Independent School District 2014 Bond Funding Amount:$22,800,000 Project #14: Moody High School Roof Replacement. Project completed December 2017. Moody High School Completed Roof Replacement (Google Images) Source of Funding: Corpus Christi Independent School District 2014 Bond Funding Amount:$2,851,798 IMPROVEMENTS AND PROGRAMS PLANNED FOR THE REVITALIZATION AREA EXHIBIT A 10 The following improvements and programs are proposed or planned for the Revitalization Area. Over $54 million of improvements are expected to be implemented in the next three to five years. See FIGURE 2 for project locations. I.Infrastructure – Street & Highway Improvements Project #15: Street and sidewalk reconstruction and improvements to Gollihar Road between Greenwood Drive and SH 286 (crosstown expressway). Improvements include resurfacing, painting, and increased storm water management. Construction is targeted for completion by December 2021. Source of Funding: City of Corpus Christi Proposed 2018 Bond Funding Amount:$3,750,000 Project #16:Street and sidewalk reconstruction and improvements to Frio Street/Dorado Street/Hacala Corridor between Greenwood Drive and Martin Street. Resurfacing and storm water management. Construction is targeted for completion by December 2021. Source of Funding:City of Corpus Christi Proposed 2018 Bond Funding Amount:$1,600,000 Project #17:Reconstruction of SH 358 (South Padre Island Drive) to enhance safety and increase mobility, including ramp and signage improvements. The project encompasses a 5-mile stretch of SH 358 from Leopard Street to SH 286 (crosstown expressway). Construction is targeted for completion by the fall of 2021. Source of Funding: Texas Department of Transportation (TX DOT) Funding Amount:$8,900,000 II.Schools Project #18:Del Mar College West Campus Improvements. Improvements include a new Workforce Development Center building, which will provide specialized training for employment in Coastal Bend industries, and an expansion of the West Campus Emerging Technology Building. The facilities will provide 24,000 square feet of additional instruction space to the campus. The project is currently under construction. Source of Funding:Dell Mar College 2014 Capital Improvements Bond Funding Amount:$23,400,000 EXHIBIT A 11 Del Mar College West Campus New Workforce Development Center Front Entrance Rendering (Turner | Ramirez Architects) Del Mar College West Campus New Emerging Technology Building Expansion Rendering (GIGNAC | Architects) III.Business Development Project #19:Construction of new Fairfield Inn & Suites at the corner of S. Padre Island Dr. and Old Brownsville Rd. (522 S. Padre Island Dr.). Based on the building permit filed with the City’ Development Services Department, the hotel is targeted for completion by September 2018. Source of funding:Private Funding Amount:Not identified IV.Housing Project #20:The City of Corpus Christi determined a need for more affordable housing within the Revitalization Area. As a result, the City Council provided written support for three Low-Income Housing Tax Credit developments in the La Molina-Near West Area. TDHCA typically awards at least one project per year in Corpus Christi and Avanti at EXHIBIT A 12 Greenwood is the project which received a tax credit award on July 26, 2018. Village at Greenwood, 81-unit new construction located on Greenwood Dr. between Holly Rd. and Saratoga Blvd. Avanti at Greenwood, 81-unit new construction located on Greenwood Dr. between Holly Rd. and Saratoga Blvd. Casa De Manana Apartments, 99-unit reconstruction. Source of funding:Texas Department of Housing and Community Affairs (TDHCA) Funding Amount:$16,162,600 (avg. development cost per housing project) EXHIBIT A 13 CONTINUED PLANNING FOR THE REVITALIZATION AREA The improvements and programs described in this report are examples of previous and current activities implemented to revitalize Corpus Christi’s La Molina-Near West community. However, the City will continue to create opportunities to establish programs, identify funding sources, or provide improvements that will revitalize the area, uplift the neighborhood and supporting area businesses to continue the cycle of improvement and avoid future deterioration. The City Planning Department will be working with the community to update the Westside Area Development Plan in Fiscal Year 2018-2019. ANTICIPATED RESULTS The initiatives described in this report will work towards reversing existing deterioration in the neighborhoods of the Revitalization Area, improve the aesthetics of the area, provide additional infrastructure for accessibility and development, increase the tax base, support existing businesses, and attract additional businesses, which will lead to increased economic opportunity for those living and working in the Revitalization Area. Each initiative in the Revitalization Area, whether already completed or planned for the future, supports a framework that will improve this area. By combining resources from the City, County, Federal, School District, and the private sector, the Revitalization Area will achieve major economic infusion. Because many of these resources have already been spent or allocated, the City is confident that the projects and programs will continue to be fully implemented as intended. EXHIBIT A 14 FIGURE 1 LA MOLINA-NEAR WEST REVITALIZATION AREA Fire Station #18 Fire Station #8 La Molina Neighborhood Fire Station #10 Nueces County Sheriff Corpus Christi Police EXHIBIT A 15 FIGURE 2 LA MOLINA-NEAR WEST REVITALIZATION PROJECTS Completed Improvements 1. Street improvements to Cliff Maus Rd.($1,858,000) 2. Reconstruction of Greenwood Drive Phase 1 ($2,760,000) 3. Street improvements to Bear Ln.($4,200,000) 4. Reconstruction of Greenwood Drive Phase 2 ($4,808,000) 5. Improvements to Lozano Golf Course ($2,756,000) 6. Construction of Greenwood Softball Complex ($2,450,000) 7. Construction of new hike/bike trails ($310,500) 8. Improvements to Westhaven Park ($300,000) 9. Greenwood “Ben F. McDonald” Library Remodel & Improvement ($1,500,000) 10. Greenwood Wastewater Treatment Plant Improvements ($2,204,800) 11. Construction of Wastewater Lift Station at W Point Rd. ($1,200,000) 12. Construction of Buena Vida Senior Village Apartments ($9,462,975) 13. New Los Encinos Elementary School ($22,800,000) 14. Moody High School Roof Replacement ($2,851,798) Planned Improvements 15. Street and Sidewalk Improvements to Gollihar Rd.($3,750,000) 16. Street and Sidewalk Improvements to Frio/Dorado/Hacala Street Corridor ($1,600,000) 17. SH 358 (South Padre Island Drive) Reconstruction (TX DOT)($8,900,000) 18. Del Mar College West Campus Workforce Dev. Center & Emerging Tech. ($23,400,000) 19. Construction of New Fairfield Inn & Suites (funding amount not identified) 20. Proposed new multi-family affordable housing ($16,162,600) 1 2 3 4 5 6 78 10 13 14 15 16 17 18 19 9 12 20 11 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of January 15, 2019 Second Reading for the City Council Meeting of January 22, 2019 DATE:December 20, 2018 TO:Keith Selman, Interim City Manager FROM:Nina Nixon-Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 CAPTION: Case No. 1018-05 Habitat for Humanity: Request for rezoning a property at or near 1902 Lipan Street from the “IH” Heavy Industrial District to the “RS-4.5” Single-Family 4.5 District. PURPOSE: The purpose of this item is to allow for the construction of a single-family home. RECOMMENDATION: Planning Commission and Staff Recommendation (November 14, 2018): Approval of the change of zoning from the “IH” Heavy Industrial District to the “RS-4.5” Single-Family 4.5 District. Vote Results: For: 9 Opposed: 0 Absent: 0 Abstained:0 ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Rezoning property at or near 1902 Lipan Street CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for light industrial uses. The proposed rezoning to the “RS-4.5” Single- Family 4.5 District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: □ Operating □ Revenue □ Capital ⾙ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only)Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments:None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 1018-05 Habitat for Humanity of Corpus Christi, Inc.: Ordinance rezoning property at or near 1902 Lipan Street from the “IH” Heavy Industrial District to the “RS-4.5” Single-Family 4.5 District WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Habitat for Humanity of Corpus Christi, Inc. (“Owner”), for an amendment to the City of Corpus Christi’s Unified Development Code (“UDC”) and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, November 14, 2018, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the “IH” Heavy Industrial District to the “RS-4.5” Single-Family 4.5 District and on Tuesday, January 15, 2018, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Habitat for Humanity of Corpus Christi, Inc. (“Owner”), the Unified Development Code (“UDC”) of the City of Corpus Christi, Texas (“City”), is amended by changing the zoning on a property described as 50.104 acre tract being all of Lots 11, 12, the south 9.0 feet of Lots 13 and 14, Block 4, Brennan Addition and a 316 square feet tract out of Lots 13 and 14, Block 4 Brennan Addition, located on the north side of Lipan Street, east of North Port Avenue, and west of Coke Street (the “Property”), from “IH” Heavy Industrial District to the “RS-4.5” Single-Family 4.5 District (Zoning Map No. 046044), as shown in Exhibits “A” and “B”. Exhibit A, is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City’s Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. Page 2 of 5 SECTION 6. Publication shall be made in the City’s official publication as required by the City’s Charter. K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\1018-05 Habitat for Humanity\Council Documents\Ordinance_1018-05 Habitat for Humanity.docx Page 3 of 5 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 Exhibit A STATE OF TEXAS COUNTY OF NUECES Field notes of a 0.104 acre tract being all of Lots 11, 12, the south 9.0 feet of Lots 13 and 14. Block 4, Brennan Addition, as shown on a trap recorded in Volume 8, Page 33, Map Records of Nueces County, Texas and a 316 square feet tract out of Lots 13 and 14, Block 4, described in a deed recorded in Document No. 2018023634, Official Records of Nueces County, 1 exits. Said 0.104 acre tract being more particularly described as follows: BEGINNING at a 54" re -bar found in the intersection of the north right of way of Lipan Street and the west right of way of Coke Street, for the southeast corner 011.ot 12, and for the southeast corner of this survey. THENCE with the common line of the north right of way of Lipan Street, Lots 11, 12, and this survey, North 89°16'59" West, a distance of 49.56 feet to a I" iron pipe found for the common south corner of Lot 11 and Lot EA, Block 4. Brennan Addition, as shown on a map recorded in Volume 68, Page 640, Map rctiords of Nuoces County, Texas, and for the southwest comer of this survey. THENCE with the common line of said Lot 8A, Lots 11, 14, and this survey, North 00°41'4(r East. a distance of 91.48 feet to a Sir re -bar set in the common line of Lots NA and Lot 14, for the northwest corner of said 316 square feet tract, and for the northwest corner of this survey, from WHENCE a 54" re -bar found for the northeast comer of said Lot SA bean, North 00°41'41F Fast, a distance of 4.7i feet. THENCE with the common north Zine of said 316 square feet tract and this survey, South 119"17'55" East a distance of 49.11 feet to a 5'*" re -bar found in the common line of the west right of way. of Coke Street and Lot 13, for the northeast corner of said 316 square feel, and for the northeast corner of this survey. THENCE with the common line of the west right of way of Coke Street, Lots 12. 13, and this sunny, South 00"24'43" West. a distance of 91.49 feet to the POINT OF BEGINNING of this tract, and containing 0.104 acres of land, more or kis. Notes: 1.1 Bearings arc based on (ilolini Positioning System NAD 83 (93) 4205 Datum. 2.) A Map of equal date a companies this Metes and Bounds description. 3.) Set 5r8" re -bar — steel re -bar set with yellow plastic cap labeled Brister Surveying. 1. Ronald E. Brister do hereby certify that this survey oithe property legally described herein was made on die ground this day August 2.2018 and is correct to the best of my knowledge and belief. Ronald E. Brister, RPI.S No. 5407 Date. August 2. 2018 Job No 181299 Page 4 of 5 0"41 It 3 5 1081 is ii Exhibit B 4 I1-1— COKE 5IREET ®pian wer I I I WriXA Page 5 of 5 PLANNING COMMISSION FINAL REPORT Case No.1018-05 INFOR No. 18ZN1028 Planning Commission Hearing Date: November 14, 2018 Applicant& Legal DescriptionOwner: Habitat for Humanity of Corpus Christi, Inc. Applicant:Habitat for Humanity of Corpus Christi, Inc. Location Address:1902 Lipan Street Legal Description:0.104 acre tract being all of Lots 11, 12, the south 9.0 feet of Lots 13 and 14, Block 4, Brennan Addition and a 316 square feet tract out of Lots 13 and 14, Block 4 Brennan Addition, located on the north side of Lipan Street, east of North Port Avenue, and west of Coke Street.Zoning RequestFrom: "IH” Heavy Industrial District To:“RS-4.5” Single-Family 4.5 District Area: 0.104 acres Purpose of Request: To allow for the construction of a single-family home. Existing Zoning and Land UsesExisting Zoning District Existing Land Use Future Land Use Site “IH” Heavy Industrial Vacant Light Industrial North “IH” Heavy Industrial Drainage Permanent Open Space South “IH” Heavy Industrial Commercial Commercial East “RM-3” Multifamily 3 Low Density Residential Medium Density Residential West “RS-4.5” Single-Family 4.5 Vacant Light Industrial ADP, Map & ViolationsArea Development Plan: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for light industrial uses. The proposed rezoning to the “RS-4.5” Single-Family 4.5 District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. Map No.: 046044 Zoning Violations: None TransportationTransportation and Circulation: The subject property has approximately 50 feet of street frontage along Lipan Street which is designated as a “C1” Minor Collector Street and has approximately 91 feet of street frontage along Coke Street which is designated as a Local/Residential Street. According to the Urban Transportation Plan, “C1” Minor Collector Streets can convey a capacity between 1,000 to 3,000 Average Daily Trips (ADT). Staff Report Page 2 Street R.O.W.Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Lipan Street “C1” Minor Collector 60’ ROW 40’ paved 55’ ROW 38’ paved N/A Coke Street Local/Residential 50’ ROW 28’ paved 60’ ROW 30’ paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the “IH" Heavy Industrial District to the “RS-4.5” Single-Family 4.5 District to allow for the construction of a single- family home. Development Plan: The subject property is 0.104 acres in size. The owner is proposing one single-family residence. Existing Land Uses & Zoning: The subject property is currently zoned “IH" Heavy Industrial District and consists of vacant land. The subject property was annexed in 1852 and has remained undeveloped. Aerial images dating back to 1950 have not identified any uses being located on the subject property. To the north is a drainage ditch. Additionally, there are existing nonconforming single-family homes across Brennan Street and are zoned “IH” Heavy Industrial District. To the south is a commercial property (Habitat for Humanity Restore) zoned “IH” Heavy Industrial District. To the west are three single-family homes under construction which are also associated with Habitat for Humanity projects. The homes were rezoned to the “RS-4.5” Single- Family 4.5 District in 2016. To the east, across Coke Street are single-family homes zoned “RM-3” Multifamily 3 District. AICUZ: The subject property is not located in one of the Navy’s Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is not platted. Utilities: Water:8-inch C900 line located along Lipan Street in front of the subject property. Wastewater:The closest available wastewater manhole is along Coke Street and has a depth of 9.5 feet. Gas:2-inch Service Line located along Lipan Street in front of the subject property. Storm Water:Inlets located to the east and west of the subject property along Lipan Street. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Westside Area Development Plan (ADP). The proposed Staff Report Page 3 rezoning to the “RS-4.5” Single-Family 4.5 District is consistent with the adopted Comprehensive Plan (Plan CC) and with the following policies: Encourage orderly growth of new residential, commercial, and industrial areas. (Future Land Use, Zoning, and Urban Design Policy Statement 1) Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. (Future Land Use, Zoning, and Urban Design Policy Statement 1) Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 3) Department Comments: The proposed rezoning is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. The proposed rezoning is compatible with neighboring properties and with the general character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood. Planning Commission and Staff Recommendation (November 14, 2018): Approval of the change of zoning from the “IH” Heavy Industrial District to the “RS-4.5” Single-Family 4.5 District. Vote Results: For: 9 Opposed: 0 Absent: 0 Abstained:0 Public NotificationNumber of Notices Mailed – 38 within 200-foot notification area 5 outside notification area As of November 9, 2018: In Favor – 0 inside notification area – 0 outside notification area In Opposition – 2 inside notification area – 0 outside notification area Totaling 1.19% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\1018-05 Habitat for Humanity\Council Documents\CC Report_1018-05 Habitat for Humanity.docx Staff Report Page 4 con a MESTINA ST SUBJECT PROPERTY COMANCFIE ST SL Feer CASE: 1018-05 ZONING & NOTICE AREA PSI PY-4 .2 ONON Pit -AT CN -1 D IS -2 CR -1 CR -f � -t 1-Y CI ceo CR -5 FR N r Bp E., Is"- en, 1L Ufiri1NOn01a1 N IMari krdV AIM PUD Flamod UM Mu O.., Ri40 ItiOIFFairy 10 R.0 1 w10-Fa1Fy an4 Ri4_d if Ad R. -TF Two •=e^i •'i Ri-1d i'ry; R$ - RV f6�E2[:': .=Park P IIN Ne ared none AA: c..../i' 0r.7`,.• mi., 09 haRr h O.a• 4 ma's r.C+112A0l1.4d on ►/ Owners or ce's.* 5. -Nr h «.p • n CULBERSON ST DIE c as tea: ,a;r s;z� 1a 1:98paf84 By: 1.1M aparmen, orDIY 010pfr6Pr5 RR' I"ds Q., f SUB C PRO TA -la JLOCATION MAPI CItyof Staff Report Page 5 Persons with disabilities planning to attend this meeting, who may require spec... services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incaoacidades. que tienen la intencion de asistir a esta junta v que requieren servicios especiales. se es sutolica que den aviso 48 horas antes de fa junta Remand() al departamento de seN►cios de desarrollo. al numero (361)826-3240. If you wish to address the Commission during the meeting and your English is limited, please call the Development Services Department at (361) 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting. Si usted desea dirigirse ala commission durance la junta v su Incl'es es limitedo. favor de Ilamar al departamento de senacies de desarrollo al nitrrero 13611 826-3240 al menos 48 l oras antes de la junta para solicitar vn interprete serlresen(e durante la junta, CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1018-05 Habitat for Humanity of Corpus Christi, Inc. has petitioned the City of Corpus Christi to consider a charge of zoning from the "IH" Heavy Industrial District to the "RS -4,5" Single -Family 4.5 District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 1902 Lipan Street and 0.104 acre tract being all of Lots 11, 12, the south 9.0 feet of Lots 13 and 14, Block 4, Brennan Addition and a 316 square feet tract out of Lots 13 and 14, Block 4 Brennan Addition, located on the north side of Lipan Street, east of North Port Avenue, and west of Coke Street. The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classification and/or Special Permit. Approval of a change of zoning, if Inconsistent with the City's Comprehensive Plan. will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, November 14, 2018, during one of the Planning Commission's regular meetings. which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361) 826-3240. TO BE ON RECORD. THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. 0. BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE: In accordance with the Planning Commission By -Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or In person, by telephone call or by letter. Printed Name: GL /_S Ro s ,4 R ! t) Address: eo -5-- 041 d CitylStateG•p w is e R r_Nr1 b t'Ex4 ( ) IN FAVOR ( N OPPOSITION Phone: REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 18ZN1028 Property Owner ID: 14 C:t/Lu,ru Signatufe Case No 1018-05 Project Manager Andrew Dimas Email an drewd2Qcctexas.com Staff Report Page 6 Persons with disabilities planning to attend this meeting. who may require speaal services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incapacidades, gue tienen la intencion de asi5tlr a este iunta v aue reauieren servicios especlales, se les supllca que den aviso 48 horas antes de la junta Ilamando al deoarlamento de servicios de desarrollo. al nurnero (3611826-3240. If you wish to address the Commission during the meeting and your English is limited, please call the Development Services Department at (361) 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting. SI usted desea diriairse a la commission durante la Junta v su Inples es hmitedo. favor de hamar al deoartamento de serv,clos de desarrollo al numero (381) 826-3240 al menos 48 horas antes de la junta oara solicitar Lin interprete ser presente durante la iunta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1018-05 Habitat for Humanity of Corpus Christi, Inc. has petitioned the City of Corpus Christi to consider a change of zoning from the "IH" Heavy Industrial District to the "RS -4.5" Single -Family 4.5 District, resulting in a change to the Future Land Use Map. The property to be rezoned is described as: 1902 Lipari Street and 0.104 acre tract being all of Lots 11, 12, the south 9.0 feet of Lots 13 and 14, Block 4, Brennan Addition and a 316 square feet tract out of Lots 13 and 14, Block 4 Brennan Addition, located on the north side of Lipan Street, east of North Port Avenue, and west of Coke Street. The Planning Commission may recommend to City Council approval or dental, or approval of an intermediate zoning classification and/or Special Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a pubNc hearing for this rezoning request to discuss and formulate a recommendation to the City CouncN. The public hearing will be held on Wednesday, November 14, 2018, during one of the Planning Commission's regular meetings, which begins at 5:30 mm., in the City Council Chambers, 1201 Leopard Street You are invited to attend this public hearing to express your views on this rezoning request. For more Information, please call (361) 826-3240. TO BE ON RECORD, THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER{S) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT. P. O. BOX 9277, CORPUS CHRIST], TEXAS 78489- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE: In accordance with the Planning Cacnmlttslon By -Laws, no discussion shall be held by a member or members of this Commission with en applicant or appellant coneamMg an application or appeal, either at home or office, or In person, by telephone call or by letter. Printed Name: CS G ' (S /2o , A ►-o Address; agdd' 5 l?F,0T7't 197%, ! d"iC$ D/} !�/!� City/State: ( ) IN FAVOR ( IN OPPOSITION Phone'. REASON: SEE MAP ON REVERSE ME INFOR Case No.: 18ZN1028 Property Owner ID- 30 r Signature Case No.1013-05 Project Manager; Andrew Dimas Email a drewd2©cctexas corn City Council Presentation January 15, 2019 Zoning Case #1018-05 Habitat for Humanity of Corpus Christi, Inc. Rezoning for a Property at 1902 Lipan Street 2 Aerial Overview Subject Property at 1902 Lipan Street 3 N 4.62 Acre Remainder 4 Zoning Pattern 5 Planning Commission and Staff Recommendation Approval of the “RS-4.5” Single-Family 4.5 District 6 Public Notification 38 Notices mailed inside 200’ buffer 5 Notices mailed outside 200’ buffer Notification Area Opposed: 2 (1.19%) In Favor: 0 XX 7 UDC Requirements Buffer Yards: N/A Setbacks: Street: 20 feet Side/Rear: 5 feet Parking: 2 per dwelling unit Uses Allowed: Single-Family Homes, Home Occupations, Group Homes. 8 Utilities •Water:8-inch C900 Line •Wastewater:The closest available wastewater manhole is along Coke Street and has a depth of 9.5 feet. •Gas:2-inch Service Line •Storm Water:Inlets along Lipan Street. PLANNING COMMISSION FINAL REPORT Case No.1118-01 INFOR No. 18ZN1029 Planning Commission Hearing Date: November 14, 2018 Applicant& Legal DescriptionOwner: Kyle McGee Applicant:Vincent Gerard and Associates Location Address:6402 Holly Road Legal Description:0.02 acres out of Lot 1A, Tract 1, Candlewood Annex, located on the north side of Holly Road, east of Airline Road, and west of Woodbend Drive.Zoning RequestFrom: "CG-2” General Commercial District To:"CG-2/SP” General Commercial District with a Special Permit Area: 0.02 acres Purpose of Request: To allow for the construction and operation of a 120’ monopole wireless communications tower. Existing Zoning and Land UsesExisting Zoning District Existing Land Use Future Land Use Site “CG-2” General Commercial Vacant and Low Density Residential Low and High Density Residential North “RM-1” Multifamily 1 Medium Density Residential High Density Residential South “RM-3” Multifamily 3 Medium Density Residential High Density Residential East “CN-1” Neighborhood Commercial Commercial Commercial West CG-2” General Commercial Commercial Commercial ADP, Map & ViolationsArea Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for high density residential uses. The proposed rezoning to the “RS-4.5” Single-Family 4.5 District is consistent with the adopted Comprehensive Plan (Plan CC). Map No.: 042034 Zoning Violations: None TransportationTransportation and Circulation: The subject property has approximately 30 feet of street frontage via an existing driveway for an access easement along Holly Road which is designated as an “A1” Minor Arterial Street. According to the Urban Transportation Plan, “A1” Minor Arterial Streets can convey a capacity between 15,000 to 24,000 Average Daily Trips (ADT). Staff Report Page 2 Street R.O.W.Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Holly Road “A1” Minor Arterial 95’ ROW 64’ paved 92’ ROW 56’ paved 8,561 ADT (2012) Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit to allow for the construction and operation construction and operation of a 120’ monopole wireless communications tower. Development Plan: The subject property is 0.02 acres in size. The owner is proposing a 120’ monopole wireless communications tower. Existing Land Uses & Zoning: The subject property is currently zoned “CG-2” General Commercial District and consists of vacant land. The subject property was annexed in 1962 and has remained undeveloped. The subject property is completely surrounded by a larger tract zoned “CG-2” General Commercial District. To the north is a townhome complex (Townhomes at Twenty01) zoned “RM-1” Multifamily 1 District. To the south is an apartment complex (Chandler’s Mill) zoned “RM-3” Multifamily 3 District. To the east are commercial properties (Hearing Aid Company of Texas and Moody’s Meat Market) zoned “CN-1” Neighborhood Commercial District. To the west is a commercial shopping center zoned “CG-2” General Commercial District. AICUZ: The subject property is not located in one of the Navy’s Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is platted. PlanCC & Area Development Plan Consistency: The subject property is located within the boundaries of the Southside Area Development Plan (ADP). The proposed rezoning to the “CG-2/SP” General Commercial District with a Special Permit is consistent with the adopted Comprehensive Plan (Plan CC). Staff Report Page 3 Unified Development Code (UDC): Wireless Telecommunication facilities are subject to regulation as follows: Wireless Telecommunication facilities are regulated by UDC Section 5.5. Wireless Telecommunication facilities in excess of 85’ are permitted in nonresidential zoning districts as indicated in UDC Table 5.5.4.F. with a Special Permit. Wireless telecommunication facilities shall be set back a minimum of one and a half times the height of the tower from the public right-of- way of all federal and state highways and any arterial street. Wireless telecommunication facilities adjacent to residential dwellings shall be a minimum of one and a half times the height of the tower from any residential dwelling. Department Comments: The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC). The proposed rezoning is compatible with neighboring properties and with the general character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood. The proposed wireless telecommunication facility will increase capacity in an area where it is needed to prevent a degradation of services. Construction of the wireless telecommunication facility will increase coverage in areas that are currently underserved. Planning Commission and Staff Recommendation (November 14, 2018): Approval of the change of zoning from the “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit with the following conditions: 1. Use:The only use permitted under this Special Permit, other than those permitted by right in the “CG-2” General Commercial District, is a wireless telecommunication facility of 120-feet in height. 2. Access:Access and placement shall be as per the site plan setback. 3. Telecommunications Tower Standards: The wireless communication tower is subject to all requirements of Section 5.5 of the Unified Development Code (UDC). These standards pertain to setbacks, screening, landscaping, and lighting. 4. Other Requirements:The Special Permit conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 5. Time Limit:In accordance with the UDC, this Special Permit shall be deemed to have expired within twelve (12) months of this ordinance, unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. Staff Report Page 4 Vote Results: For: 9 Opposed: 0 Absent: 0 Abstained:0 Public NotificationNumber of Notices Mailed – 3 within 200-foot notification area 5 outside notification area As of November 9, 2018: In Favor – 0 inside notification area – 0 outside notification area In Opposition – 0 inside notification area – 0 outside notification area Totaling 0.00% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Proposed Site Plan C. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\1118-01 Kyle McGee\Council Documents\CC Report_1118-01 Kyle McGee.docx Staff Report Page 5 SUBJECT PROPERTY RS- S P/96-02 Da B�713;1,/myM Department of Dovelopmenr•Services CASE: 1118-01 ZONING & NOTICE AREA RM•1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Profess lanai OfRce RM -AT Multifamily AT CN -1 Neighborhood Commercial 811-2 CR -1 CR -2 CG -1 CG -2 CI CB0 CR -3 FR BP Neighborhood Commercial Resort Commercial Resort Commercial General Commercial General Commercial Intensive Commercial Downtown Commercial Resort Commercial Farm Rural Historic Overlay Business Park IL Light industrial IH Heavy Industrial PUD Planned llnit Day. Overlay RS -10 Single-Famlly10 RS -6 Single -Family 6 R04.5 Single -Family d5 RS -TF Two -Family R5-15 Single -Family 15 RE Rosldentlal Est0t3 RS-TH TOWnhauae SP Special Permit RV Recreational Vehicle Park RMR Manufactured Home S/MPrt0 Owners Vi MVOY 4 OwnerewMm200'lutedon Owners lfacfi daweerahiA rebR X in oppoaih'on LOCATION MAP Staff Report Page 6 F- i I .x�i fig ,e k = 11,41g i /l� \ \ !I 1111 e aa 4 iin . iii t x / _t t a$ 1F 7 44 2 F 1/:` QQ li XT r _; in J' 9 li ? N o ,,, 1 11461!1 v e ///' // 1114 / // / la / 0 f�f ir0- II: AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of January 15, 2019 Second Reading for the City Council Meeting of January 22, 2019 DATE:December 20, 2018 TO:Keith Selman, Interim City Manager FROM:Nina Nixon-Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 CAPTION: Case No. 1118-01 Kyle McGee: Request for rezoning a property at or near 6402 Holly Road from the “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit. PURPOSE: The purpose of this item is to allow for the construction and operation of a 120’ monopole wireless communications tower. RECOMMENDATION: Planning Commission and Staff Recommendation (November 14, 2018): Approval of the change of zoning from the “CG-2” General Commercial District to the “CG- 2/SP” General Commercial District with a Special Permit with conditions. Vote Results: For: 9 Opposed: 0 Absent: 0 Abstained:0 ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Rezoning property at or near 6402 Holly Road CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for high density residential uses. The proposed rezoning to the “RS- 4.5” Single-Family 4.5 District is consistent with the adopted Comprehensive Plan (Plan CC). EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: □ Operating □ Revenue □ Capital ⾙ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only)Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments:None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report City Council Presentation January 15, 2019 Zoning Case #1118-01 Kyle McGee Rezoning for a Property at 6402 Holly Road 2 Aerial Overview Subject Property at 6402 Holly Road 3 N 4.62 Acre Remainder 4 Zoning Pattern 5 Planning Commission and Staff Recommendation Approval of the “CG-2/SP” General Commercial District with a Special Permit 6 Special Permit Conditions 1.Use: The only use permitted under this Special Permit, other than those permitted by right in the “CG-2” General Commercial District, is a wireless telecommunication facility of 120-feet in height. 2.Access: Access and placement shall be as per the site plan setback. 3.Telecommunications Tower Standards: The wireless communication tower is subject to all requirements of Section 5.5 of the Unified Development Code (UDC). These standards pertain to setbacks, screening, landscaping, and lighting. 4.Other Requirements:The Special Permit conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. 5.Time Limit:In accordance with the UDC, this Special Permit shall be deemed to have expired within twelve (12) months of this ordinance, unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. 7 Public Notification 3 Notices mailed inside 200’ buffer 5 Notices mailed outside 200’ buffer Notification Area Opposed: 0 (0.00%) In Favor: 0 8 Site Plan Case No. 1118-01 Kyle McGee: Ordinance rezoning property at or near 6402 Holly Road from the “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Kyle McGee (“Owner”), for an amendment to the City of Corpus Christi’s Unified Development Code (“UDC”) and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, November 14, 2018, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit and on Tuesday, January 15, 2019, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Kyle McGee (“Owner”), the Unified Development Code (“UDC”) of the City of Corpus Christi, Texas (“City”), is amended by changing the zoning on a property described as 0.02 acres out of Lot 1A, Tract 1, Candlewood Annex, located on the north side of Holly Road, east of Airline Road, and west of Woodbend Drive (the “Property”), from “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit (Zoning Map No. 042034), as shown in Exhibits “A” and “B”. Exhibit A, is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The Special Permit granted in Section 1 of this ordinance is subject to the Owner following the conditions listed below: 1. Use: The only use permitted under this Special Permit, other than those permitted by right in the “CG-2” General Commercial District, is a wireless telecommunication facility of 120-feet in height. 2. Access: Access and placement shall be as per the site plan setback. 3. Telecommunications Tower Standards: The wireless communication tower is subject to all requirements of Section 5.5 of the Unified Development Code (UDC). These standards pertain to setbacks, screening, landscaping, and lighting. 4. Other Requirements:The Special Permit conditions listed herein do not preclude compliance with other applicable UDC, Building, and Fire Code Requirements. Page 2 of 5 5. Time Limit:In accordance with the UDC, this Special Permit shall be deemed to have expired within twelve (12) months of this ordinance, unless a complete building permit application has been submitted, and the Special Permit shall expire if the allowed use is discontinued for more than six consecutive months. SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 4. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 5. To the extent this amendment to the UDC represents a deviation from the City’s Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 6. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City’s official publication as required by the City’s Charter. K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\1118-01 Kyle McGee\Council Documents\Ordinance_1118-01 Kyle McGee.docx Page 3 of 5 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 Page 4 of 5 Exhibit A Exhibit B UNE HEARING DISTANCE U S 61.416' E -�QQ' L2 S 2r1.5•44' v �6� L3 N61.416' V MO 14 N 2815'4' E 30.00' CASSANDRA TX -1577 CANOLEWOOD ANNEX AVECE8COUNTY .-_XAS IRO CM15TR1000 APAR1MEMIS 1P PNCP:Ily 10: 20474t GEO 10 123? -0[04-0160 ri 30.} 3o• '74 Sj ROBERT0 AMO , RUEUNDA SNCIEZ PROPERTY D: 2001'2a2e1 0E0 1D 1237-0004-0220 P00 \ LEASE MEA REAR TOWER INFO 1AT11UDE: 2T41'29.850- MORIN LONOITUX. ST2116.212' WEST (NA63) GROUND ELEWIT101: ADM MEAN SEA LEVEL (NAVD88) r` yt(� �66' rR, l0OD0EN6 LLL PROPERTY ID. 20118492 9810-0001-0020 61.4'00- 16,, CELD RIPEN! PAALEL nELD ME VI000[ AND :ISA 0. MOOSE PROPERTY 10: 204739 0E0 ID: 12.57-0000-0010. DOCUMENT NUAISER 200a01tweet Loa N:IIES(a) TRACT 1 CANDLES/000 ANNU ,•EC o - 5/e' ROW? SET • . FOUND PROPERTY MANOR P05 - PORT OP ISSONAMAO PDD - PONT OF COMMENCEMENT (P3 - REFERENCED INFORMATION OR • AFASIMID / T�EN? REACIOARK CA • MIL 44 MICR P&() :LEY-,a.9a' CDNCRf7f 28' crAarowc.4re" AC� EaS�S��AMO [Muir rO-32 AC18CS± 114: L ] - NY UIlRY rA>JEUENr 22O9.ao SA PTA 0.0.5 ADAM • MOFTYAN PLAZA LLC PROPERTY IO: 371543 GEO ID- 9910-0001-0015 !,,r REAM 474, PROJECT NC. '8-10022 ENCINEEFCINCt 2A$AIP, OFOC. SHAW Engineering Group, Inc. 158 Business Center Dnve Birmingham, Alabama 35244 Pt1. 205-252-8985 vwvw.arnweng Gom TYPE OF SURVEY EXHIBIT REVISIONS I. DESCRIPTION J DATE CLIENT APC TOWERS 3000 AERIAL CENTER PARKWAY SUITE 110 ICORRISVILLE. NC 27560 DATE: I DRAWN: I CHKD: I SCALE: 10/30/18 JR MIC I 1"=50' Page 5 of 5 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 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. Commercial loading zones v. Railroad tracks or crossings vi. Passenger loading zones or valet parking services areas vii. Buildings entryways viii. Vehicular driveways ix. Fire hydrants or fire lanes c. Vehicles can be placed in the following areas, but cannot block access to any of the following: i. Transit stops, shelters or platforms ii. Bus benches iii. Street furniture that requires pedestrian access (ie. Benches) d. not block any of the following: i. Disabled parking zones ii. Wheelchair or curb Ramps iii. Bicycle lanes iv. Transit stops, shelters, or platforms 3 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 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. 4 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. 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. 5 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: 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. 6 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. 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 7 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: 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. 8 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. 9 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 10 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. 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 folllows: 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. Commercial loading zones v. Railroad tracks or crossings vi. Passenger loading zones or valet parking services areas vii. Buildings entryways viii. Vehicular driveways ix. Fire hydrants or fire lanes c. Vehicles can be placed in the following areas, but cannot block access to any of the following: i. Transit stops, shelters or platforms ii. Bus benches iii. Street furniture that requires pedestrian access (ie. 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 3 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 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 4 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. 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: 5 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: 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. 6 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. 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. 7 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: 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. 8 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. 9 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 10 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. City Council Meeting January 15, 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, 800 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 01/07/19 = 1,200 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 not block any of the following: •Disabled parking zones •Wheelchair or curb Ramps •Bicycle lanes •Commercial loading zones •Railroad tracks or crossings •Passenger loading zones or valet parking services areas •Buildings entryways •Vehicular driveways •Fire hydrants or fire lanes Vehicles can be placed in the following areas, but cannot block access to any of the following: •Transit stops, shelters or platforms •Bus benches •Street furniture that requires pedestrian access (ie. 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 DATE:December 17, 2018 TO:Keith Selman, Interim City Manager FROM:Mike Markle, Chief of Police mikema@cctexas.com 886-2604 CAPTION: Ordinance authorizing Interlocal Agreement with Nueces County for $146,671.59 reimbursement for MetroCom Dispatch Center Enhancements; appropriating $146,671.59 from General Fund unreserved fund balance. PURPOSE: Nueces County has received a grant award to assist MetroCom Dispatch Center through Homeland Security grant funding. BACKGROUND AND FINDINGS: The funding is for a Law Enforcement and Medical Priority Dispatch Project to aid Metrocom to provide standardized, timely accurate, detailed response to numerous incidents. It will enhance the potential of saving lives and increasing productivity by effectively expediting resources to our customers and preserving the safety and well-being of the citizens in our community and first responders. Additionally, will further dispatcher’s ability to provide the critical components of safety and consistent service. It provides an important step towards accreditation with the International Academies of Emergency Dispatch for both Medical and Police Dispatch areas. The funding provides for the purchase of software licenses for dispatch and supported EOC functions, software cardsets/guides for dispatchers to utilize for training and operational use, and training on software to certify dispatchers in its use. The County will serve as the fiscal agent and will reimburse the City for allowable expenses. The time period for the grant is 10/1/2018 – 9/30/2019. County Commissioners Court will review the agreement on January 23, 2019. ALTERNATIVES: None OTHER CONSIDERATIONS: None Interlocal agreement with Nueces County for grant funding AGENDA MEMORANDUM Future item for the City Council meeting of January 15, 2019 Action Item for the City Council meeting of January 22, 2019 CONFORMITY TO CITY POLICY:Conforms to all city policies. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating □ Revenue □ Capital □ Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only)Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $146,671.59 $146,671.59 BALANCE Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends approving the interlocal agreement. LIST OF SUPPORTING DOCUMENTS: Ordinance Interlocal agreement with Nueces County Page 1 of 2 Ordinance authorizing Interlocal Agreement with Nueces County for $146,671.59 reimbursement for MetroCom Dispatch Center Enhancements; appropriating $146,671.59 from General Fund unreserved fund balance BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1:That the City Manager or designee is authorized to execute an Interlocal Agreement with Nueces County for $146,671.59 reimbursement for MetroCom Dispatch Center Enhancements. Section 2. That $146,671.59 is appropriated from the General Fund unreserved fund balance for purchase MetroCom Dispatch Center Enhancements. Section 3. Upon reimbursement by the County, that $146,671.59 is appropriated to the General Fund unreserved fund balance. Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 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 Page 1 of 3 INTERLOCAL AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND THE COUNTY OF NUECES, TEXAS MetroCom Dispatch Center Enhancement Project This agreement is made and entered into this _____ day of ________, 2019, by and between the City of Corpus Christi, acting by and through its governing body, the City Council (“CITY”), and the County of Nueces, acting by and through its governing body, the Commissioners Court (“COUNTY”), both of Nueces County, State of Texas, witness: WHEREAS, this Agreement is made under the authority of Section 791.011(a), Government Code; and WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the performance of this Agreement is in the best interests of both parties, that the undertaking will benefit the public, and that the division of costs fairly compensates the performing party for the services or functions under this agreement; and WHEREAS, the COUNTY agrees to provide the CITY $146,671.59 in grant funds for MetroCom Dispatch Center Enhancements project; and WHEREAS, the CITY and COUNTY believe it to be in their best interests to allocate the Grant funds for the Metrocom Dispatch Center Enhancement Project. Page 2 of 3 NOW THEREFORE, the COUNTY and CITY agree as follows: Section 1. COUNTY agrees to pay CITY $146,671.59 received from Homeland Security Grant Program for MetroCom Dispatch Center Enhancements on a reimbursement basis. City agrees to provide all necessary documentation and invoice to the County when requesting reimbursement. Section 2. CITY agrees to use the $146,671.59 received from COUNTY under this agreement for MetroCom Dispatch Center Enhancements in accordance to all terms, conditions, statutes, rules outlined in Grantor’s packet, Exhibit A. City agrees to provide County all necessary data and documentation for reporting requirements. County reserves its right to audit the project to ensure compliance under the Grant requirements. Section 3. Nothing in the performance of this Agreement shall impose any liability for claims against COUNTY other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 4. Nothing in the performance of this Agreement shall impose any liability for claims against CITY other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 5. Each party to this Agreement will be responsible for its own actions in providing services under this Agreement and shall not be liable for any civil liability that may arise from the furnishing of the services by the other party. Section 6. The parties to this Agreement do not intend for any third party to obtain a right by virtue of this Agreement. Section 7. Page 3 of 3 By entering into this Agreement, the parties do not intend to create any obligations, express or implied, other than those set out in Exhibit A.. Further, this Agreement shall not create any rights in any party not a signatory hereto. CITY OF CORPUS CHRISTI COUNTY OF NUECES _______________________ ________________________ Samuel Keith Selman Barbara Canales Interim City Manager County Judge ATTEST: _______________________ ________________________ Rebecca Huerta Kara Sands City Secretary County Clerk APPROVED AS TO FORM: _______________________ ________________________ Buck Brice Laura Garza Jimenez Assistant City Attorney County Attorney For City Attorney _______________________ ________________________ Date Date Office of the Governor 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 Patties 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 B, 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 DOG was awarded funds; and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice, the current applicable version of the Department of Justice Grants Financial Guide and any applicable 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 000 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: Date Awarded: Grant Period: Liquidation Date: Program Fund: Grantee Name: Project Title: Grant Manager: DUNS Number: CEDA: 3588501 10/23/2018 10/01/2018 - 09/30/2019 12/29/2019 HS-Homeland Security Grant Program (HSGP) Nueces County MetroCom Dispatch Center Enhancements Dorothy Casten 078495025 97.067 - Homeland Security Grant Program (HSGP) Award Amount: $146,671.59 Grantee Cash Match: $0.00 Grantee In Kind Match: $0.00 Total Project Cost: $146,671.59 Federal Awarding Agency: U.S. Department of Homeland Security, Federal Emergency Management Agency Federal Award 8/17/2018 Date: Federal/State Award ID EMW-2018-SS-00022-SOl Number: Total Federal Award/State $89,859,753.00 Funds Appropriated: Texas Office of the Governor - Homeland Security Grants Division (HSGD) Office of the Governor Pass Thru Entity Name: Is the Award No R&D: The purpose of the HSGF 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 Federal/State the security of the United States. The HSGP provides funding to implement investments that build, Award sustain, and deliver the 31 core capabilities essential to achieving the National Preparedness Goal (the Description: 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; Office of the Governor Public Safety Office Criminal Justice Division & Homeland Security Grants Division Grantee Standard Conditions and Responsibilities September 2018 Grantee Standard Conditions and Responsibilities Office of the Governor About This Document In this document, grantees (also referred to as subrecipients) will find state and federal requirements and conditions applicable to grant funds administered by the Office of the Governor (OOG). These requirements and conditions are incorporated into the Grant Agreement accepted by a grant's Authorized Official. These requirements are in addition to those that can be found on the eGrants system - including the Grant Application and Grant Award - or in documents identified there, to which grantees agreed when applying for and accepting the grant. Other state and federal requirements and conditions may apply to your grant, 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; 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; for federal funding, the Funding Announcement or Solicitation under which COG was awarded funds; and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice (DOJ), 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. COG reserves the right to add additional responsibilities and requirements, with or without advance notice to the grantee. It is important for grantees to review all of these policies to successfully manage their grant, maintain eligibility for funding, and avoid violating the terms of the Grant Agreement, any of which could result in the revocation of funding or other actions. For clarification or further information, please see the Guide to Grants and other support materials at http://eGrants.Gov.Texas.Gov or contact the grant manager assigned to the relevant grant. If no grant manager has been assigned, please contact the eGrants help desk via email at: eGrants@gov.texas.gov, or via telephone at: (512) 463-1919 or dial 7-1-1 for relay services. Poge 1 136 Grantee Standard Conditions and Responsibilities Office of the Governor Table of Contents AboutThis Document ...............................................................................................................................1 Grant Agreement Requirements and Conditions .................................................................................5 1.1 Applicability of Grant Agreement and Provisions .........................................................................5 1.2 Legal Authority to Apply ...............................................................................................................5 1.3 Amendments and Changes to the Grant Agreement ...................................................................S 1.4 General Responsibility ..................................................................................................................6 1.5 Terms and Conditions ...................................................................................................................6 i.& special Conditions .........................................................................................................................6 1.7 Public Information ........................................................................................................................6 1.8 Remedies for Non-Compliance.. .................................................................................................. .7 1.9 False Statements by Grantee ........................................................................................................8 1.10 Conflict of Interest Safeguards ......................... ....... .. .................................................................... 8 1.11 Fraud, Waste, and Abuse ..............................................................................................................9 1.12 Dispute Resolution ......................................................................................................................10 1.13 Funds Limited by Agreement and subject to Availability ...........................................................11 1.14 Termination of the Agreement ...................................................................................................11 1.15 Communication with Grantee.....................................................................................................12 1.16 Limitation of Liability...................................................................................................................12 1.17 Liability for Taxes ........................................................................................................................12 1.18 Force Majeure .............................................................................................................................13 1.19 Debt to State ...............................................................................................................................13 1.20 Grantee an Independent Contractor ..........................................................................................13 1.21 No Assignment of Rights or Obligations .....................................................................................13 1.22 Funds Are for Sole Benefit of Grantee ........................................................................................13 1.23 Permission for Use of COG Name and Labeling .........................................................................14 1.24 Acknowledgement of Funding and Disclaimer ...........................................................................14 1.25 Royalty-Free License ...................................................................................................................14 1.26 Project Period..............................................................................................................................15 1.27 Project Commencement .............................................................................................................15 1.28 Project Close Out ........................................................................................................................15 1.29 Federal Program Laws, Rules, and Guidelines ............................................................................15 Page 2 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 1.30 Applicability of Part 200 uniform Requirements for Department of Justice Awards ........... ...... 16 1.31 Required State Assurances .........................................................................................................17 2 Organizational Eligibility .....................................................................................................................17 2.1 Good Standing for Eligible Grantees ...........................................................................................17 2.2 System for Award Management (SAM) Requirements...............................................................18 2.3 Criminal History Reporting..........................................................................................................18 2.4 Uniform Crime Reporting ..... ................................ ....................................................................... 18 2.5 Immigration Related Matters .....................................................................................................18 2.6 E-Verify .......................................................... ........... .............. .... .. ............................................... 19 2.7 Deceptive Trade Practices Violations..........................................................................................19 2.8 Hurricane Contract Violations ................... .................................................................................. 19 2.9 Terminated Contracts .................................................................................................................20 2.10 Special Requirements for Units of Local Government ................................................................20 2.11 Special Requirements for Non-Profit Grantees ..........................................................................20 3 Civil Rights ...........................................................................................................................................21 3.1 Compliance with Civil Rights and Nondiscrimination Requirements .........................................21 3.2 Limited English Proficiency .........................................................................................................22 3.3 Equal Employment Opportunity Plan .........................................................................................23 4 Personnel ............................................................................................................................................23 4.1 Overtime .....................................................................................................................................23 4.2 Notification of Grant-Contingent Employees .............................................................................23 5 Travel...................................................................................................................................................24 5.1 Travel Policies ........................................................................................................ ............. ......... 24 6 Contracts and Procurement ................................................................................................................24 6.1 Procurement Practices and Policies............................................................................................24 6.2 Subcontracting ............................................................................................................................24 6.3 Buy Texas ....................................................................................................................................24 6.4 Contract Provisions Under Federal Awards ................................................................................25 7 Equipment Requirements ...................................................................................................................25 7.1 Property Management and Inventory ........................................................................................25 7.2 Maintenance and Repair .................................. ........................................................................... 26 7.3 Automated License Plate Readers ..............................................................................................26 8 Information Technology......................................................................................................................26 Page 3 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 8.1 Accessibility Requirements .........................................................................................................26 8.2 Criminal Intelligence System Operating Procedures ..................................................................27 8.3 Blocking Pornographic Material ..................................................................................................27 9 Indirect Costs ......................................................................................................................................27 9.1 Approved Indirect Cost Rate .......................................................................................................27 9.2 De Minimis Rate ..........................................................................................................................27 10 Audit and Records Requirements ...................................................................................................28 10.1 Grantee Subject to Audits ...........................................................................................................28 10.2 Single Audit Requirements .......... .............................................................................. .................. 28 10.3 Cooperation with Monitoring, Audits, and Records Requirements ...........................................28 10.4 Requirement to Address Audit Findings .....................................................................................30 10.5 Records Retention ...................................................... ................................................................. 31 11 Prohibited and Regulated Activities and Expenditures ..................................................................32 11.1 Inherently Religious Activities .....................................................................................................32 11.2 Political Activities ........................................................................................................................32 11.3 Generally Prohibited Expenditures .............................................................................................33 11.4 Acorn ...........................................................................................................................................33 12 Financial Requirements ............................................................................... .................................... 33 12.1 Financial Status Reports. ........................................................... .................................................. 33 12.2 Approval of Financial Status Report............................................................................................34 12.3 Reimbursements .........................................................................................................................34 12.4 Generally Accepted Accounting Principles .................................................................................34 12.5 Program Income ........................................................................................................ .................. 35 12.6 Refunds and Deductions .............................................................................................................35 12.7 Liquidation Period .......................................................................................................................35 12.8 Duplication of Funding................................................................................................................35 12.9 Supplanting .................................................................................................................................35 13 Required Reports ............................................................................................................................36 13.1 Measuring, Reporting, and Evaluating Performance ..................................................................36 13.2 Report Formats, Submissions, and Timelines .............................................................................36 13.3 Failure to File Required Reports .................................................................................................36 Page 4 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 1 Grant Agreement Requirements and Conditions 1.1 Applicability of Grant Agreement and Provisions The Grant Agreement is intended to be the full and complete expression of and constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and all prior and contemporaneous understandings, agreements, promises, representations, terms and conditions, both oral and written, are superseded and replaced by this Grant Agreement. If any term or provision of this Grant Agreement is found to be invalid or unenforceable, such construction shall not affect the legality or validity of any of its other provisions. The invalid term or invalid provision shall be deemed severable and stricken from the Grant Agreement as if it had never been incorporated herein, but all other provisions shall continue in full force and effect. Notwithstanding any expiration or termination of this Grant Agreement, the rights and obligations pertaining to the grant close-out, maximum liability of 006, cooperation and provision of additional information, return of grant funds, audit rights) records retention, public information, disclaimers and limitation of liability, indemnification, and any other provision implying survivability shall remain in effect after the expiration or termination of this GrantAgreement. 1.2 Legal Authority to Apply The grantee certifies that it possesses legal authority to apply for the grant. A resolution, motion or similar action has been or will be duly adopted or passed as an official act of the applicant's governing body, authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative, or their designee of the organization to act in connection with the application and to provide such additional information as may be required. State agencies are not required to adopt a resolution. 1.3 Amendments and Changes to the Grant Agreement COG and the grantee may agree to make adjustments to the grant budget and detailed budget as documented in eGrants. Adjustments include, but are not limited to, modifying the scope of the grant project, adding funds to previously un-awarded cost items or categories, or changing funds in any awarded cost items or category or changing grant officials. 006, at its sole discretion, and upon written notice by OOG to the grantee of any proposed adjustment, and after the grantee has had an opportunity to respond to the proposed adjustment, may adjust the grantee's Budget, Grant Narrative, Special Conditions, and/or any other items as deemed appropriate by COG, at anytime, during the term of this Grant Agreement. The grantee has no right or entitlement to reimbursement with grant funds. COG and grantee agree that any act, action or representation by either Party, their agents or employees that purports to waive or alter the terms of the Grant Agreement or increase the maximum liability of 006 is void unless a written amendment to this Grant Agreement is first executed and documented in eGrants. The grantee agrees that nothing in this Grant Agreement will be interpreted to create an obligation or liability of 006 in excess of the "Maximum Liability of the 006" as set forth in the Statement of Grant Award (SOGA). Any alterations, additions, or deletions to the terms of this Grant Agreement must be documented in eGrants to be binding upon the Parties. Page 5 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 1.4 General Responsibility The grantee is responsible for the integrity of the fiscal and programmatic management of the grant project; accountability for all funds awarded; and compliance with DOG administrative rules, policies and procedures, and applicable federal and state laws and regulations. Grant funds may be used only for the purposes in the grantee's approved application. The recipient shall not undertake any work or activities that are not described in the grant application, and that use staff, equipment, or other goods or services paid for with grant funds, without prior written approval from DOG. The grantee will maintain an appropriate grant administration system to ensure that all terms, conditions and specifications of the grant are met. The Texas Uniform Grant Management Standards has more guidance on this topic. 1.5 Terms and Conditions The grantee will comply with the terms and conditions as set forth and required in the funding announcement under which the approved application was submitted, the application, and award in eGrants. Notwithstanding the imposition of corrective actions, financial hold, and/or sanctions, the grantee remains responsible for complying with these terms and conditions. Corrective action plans, financial hold and/or sanctions do not excuse or operate as a waiver of priorfailure to comply with the grant agreement. The failure of DOG to insist upon strict performance of any of the terms or conditions herein, irrespective of the length of time of such failure, shall not be a waiver of DOG's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this grant agreement shall constitute a consent or waiver to or of any breach or default in the performance of the same or any other obligation of this grant agreement. To the extent the terms and conditions of this grant agreement do not address a particular circumstance or are otherwise unclear or ambiguous, such terms and conditions are to be construed consistent with the general objectives, expectations and purposes of this grant agreement and in all cases, according to its fair meaning. The parties acknowledge that each party and its counsel have reviewed this grant agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this grant agreement. Any vague, ambiguous or conflicting terms shall be interpreted and construed in such a manner as to accomplish the purpose of the grant agreement. 1.6 Special Conditions Special Conditions may be imposed by DOG, at its sole discretion and at any time, without amending this Grant Agreement. Failure by OOG to provide notice does not absolve grantee of compliance with any special conditions. OOG may place grantee on immediate financial hold, without further notice, until all Special Conditions, if any, are met. 1.7 Public Information Notwithstanding any provisions of this Grant Agreement to the contrary, the grantee acknowledges that the State of Texas, OOG, and this Grant Agreement are subject to the Texas Public Information Act, Page 6 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor Texas Government Code Chapter 552 (the "PIA"). The grantee acknowledges that OOG will comply with the PIA, as interpreted by judicial opinions and opinions of the Attorney General of the State of Texas. The grantee acknowledges that information created or exchanged in connection with this Grant Agreement, including all reimbursement documentation submitted to 006, is subject to the PIA, whether created or produced by the grantee or any third party, and the grantee agrees that information not otherwise excepted from disclosure under the PIA, will be available in a format that is accessible by the public at no additional charge to OOG or State of Texas. The grantee will cooperate with 006 in the production of documents or information responsive to a request for information. Information provided by or on behalf of the grantee under, pursuant to, or in connection with this Grant Agreement that the grantee considers proprietary, financial, trade secret, or otherwise confidential information (collectively "Confidential Information") shall be designated as such when it is provided to 006 or State of Texas or any other entity in accordance with this Grant Agreement. Merely making a blanket claim that the all documents are protected from disclosure because they may contain some proprietary or confidential information may not render the whole of the information confidential. Any information which is not clearly identified as proprietary or confidential is subject to release in accordance with the Act. 006 agrees to notify the grantee in writing within a reasonable time from receipt of a request for information covering the grantee's Confidential Information. 006 will make a determination whether to submit a Public Information Act request to the Attorney General. The grantee agrees to maintain the confidentiality of information received from 006 or State of Texas during the performance of this Grant Agreement, including information which discloses confidential personal information particularly, but not limited to, personally identifying information, personal financial information and social security numbers. The grantee must immediately notify and provide a copy to 006 of any Public Information Request or other third-party request for the disclosure of information it receives related to this Grant award. 1.8 Remedies for Non-Compliance If 006 determines that the grantee materially fails to comply with any term of this grant agreement, whether stated in a federal or state statute or regulation, an assurance, in a state plan or application, a notice of award, or any other applicable requirement, 006, in its sole discretion and consistent with any applicable DOG Administrative Rules, may take actions including: 1. Temporarily withholding cash payments pending correction of the deficiency or more severe enforcement action by COG; 2. Disallowing or denying use of funds for all or part of the cost of the activity or action not in compliance; 3. Disallowing claims for reimbursement; 4. wholly or partially suspending or terminating thisgrant; 5. Requiring return or offset of previous reimbursements; 6. Prohibiting the grantee from applying for or receiving additional funds for other grant programs administered by 006 until repayment to 006 is made and any other compliance or audit finding is satisfactorily resolved; 7. Reducing the grant award maximum liability of 006; Page 7 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 8. Terminating this Grant Agreement; 9. Imposing a corrective action plan; 10. Withholding further awards; or 11. Taking other remedies or appropriate actions. The grantee costs resulting from obligations incurred during a suspension or after termination of this grant are not allowable unless DOG expressly authorizes them in the notice of suspension or termination or subsequently. DOG, at its sole discretion, may impose sanctions without first requiring a corrective action plan. 1.9 False Statements by Grantee By acceptance of this grant agreement, the grantee makes all the statements, representations, warranties, guarantees, certifications and affirmations included in this grant agreement. If applicable, the grantee will comply with the requirements of 31 USC § 3729, which set forth that no grantee of federal payments shall submit a false claim for payment. If any of the statements, representations, certifications, affirmations, warranties, or guarantees are false or if the grantee signs or executes the grant agreement with a false statement or it is subsequently determined that the grantee has violated any of the statements, representations, warranties, guarantees, certifications or affirmations included in this grant agreement, then COG may consider this act a possible default under this grant agreement and may terminate or void this grant agreement for cause and pursue other remedies available to DOG under this grant agreement and applicable law. False statements or claims made in connection with COG grants may result in fines, imprisonment, and debarment from participating in federal grants or contract, and/or other remedy available by law, potentially including the provisions of 38 USC §§ 3801-3812, which details the administrative remedies for false claims and statements made. 1.10 Conflict of Interest Safeguards The grantee will establish safeguards to prohibit its employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain, whether for themselves or others, particularly those with whom they have family, business, or other ties:The grantee will operate with complete independence and objectivity without actual, potential, or apparent conflict of interest with respect to its performance under this Grant Agreement. The grantee must disclose, in writing, within fifteen (15) calendar days of discovery, any existing, actual or potential conflicts of interest relative to its performance under this Grant Agreement. The grantee is and shall remain in compliance during the term of this Grant Agreement with Texas Government Code, Section 669,003, Contracting with Executive Head of State Agency; and Section 572, Employment of Former State Officer or Employee of State Agency. The grantee certifies that it is not ineligible to receive this Grant Agreement under Texas Government Code, section 2155.004, regarding the financial participation by a person who received compensation from DOG or another state agency to participate in preparing the specifications or request for proposals on which the bid or contract is based, and acknowledges that this Grant Agreement may be terminated and payment withheld if this certification is inaccurate. The grantee has not given or offered to give, nor does the grantee intend to give at any time hereafter, P o g e 8 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant ore mployee of DOG, at anytime during the award of this grantor in connection with this Grant Agreement, except as allowed under relevant state or federal law. The grantee nor its personnel or entities employed in rendering services under this grant agreement have, nor shall they knowingly acquire, any interest that would be adverse to or conflict in any manner with the performance of the grantee's obligations under this grant agreement. 1.11 Fraud, Waste, and Abuse A. The grantee understands that OOG does not tolerate any type of fraud, waste, or misuse of funds received from 00G. OOG's policy is to promote consistent, legal, and ethical organizational behavior, by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, DOG policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. The grantee understands and agrees that misuse of award funds may result in a range of penalties, including suspension of current and future funds, suspension or debarment from federal and state grants, recoupment of monies provided under an award, and civil and/or criminal penalties. In the event grantee becomes aware of any allegation or a finding of fraud, waste, or misuse of funds received from DOG that is made against the grantee, the grantee is required to immediately notify DOG of said allegation or finding and to continue to inform DOG of the status of any such on- going investigations. The grantee must also promptly refer to DOG any credible evidence that a principal, employee, agent, subrecipient, contractor, subcontractor, or other person has -- (1) submitted a claim for award funds that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving award funds. Grantees must also immediately notify OOG in writing of any misappropriation of funds, fraud, theft, embezzlement, forgery, or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutors office of any possible criminal violations. Grantees must immediately notify OOG in writing if a project or project personnel become involved in any litigation, whether civil or criminal, and the grantee must immediately forward a copy of any demand, notices, subpoenas, lawsuits, or indictments to 00G. If a federal or state court or administrative agency renders a judgement or orderfinding discrimination by a grantee based on race, color, national origin, sex, age, or handicap, the grantee agrees to immediately forward a copy of the judgement or order to DOG. The grantee is expected to report any possible fraudulent or dishonest acts, waste, or abuse to OOG's Fraud Coordinator or Ethics Advisor at (512) 463-1788 or in writing to: Ethics Advisor, Office of the Governor, P.O. Box 12428, Austin, Texas 78711. B. Restrictions and certifications regarding non-disclosure agreements and related matters. No grantee or subgrantee under this award, or entity that receives a procurement contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts, or purports to prohibit or restrict, the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of a state or federal department or agency authorized to receive such information. The foregoing is not intended, and shall not be understood by the agency making this award, to contravene requirements applicable to Standard Form 312 (which relates to classified information), Form 4414 (which relates to sensitive compartmented information), or any other form issued by a Page 9 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor federal department or agency governing the nondisclosure of classified information. 1. In accepting this award, the recipient: a. Represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and b. Certifies that, if it learns or is notified that it is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to OOG, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that federal agency. 2. If the recipient does or is authorized under this award to make subawards ("subgrants") or procurement contracts, or both: a. It represents that: L It has determined that no other entity that the recipient's application proposes may or will receive award funds (whether through a subaward ("subgrant"), procurement contract, or subcontract under a procurement contract) either requires or has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and ii. It has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation; and b. It certifies that, if it learns or is notified that any subgrantee, contractor, or subcontractor entity that receives funds under this award is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds to or by that entity, will provide prompt written notification to COG, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by 00G. These provisions apply to all grantees and subgrantees or subcontractors. 1.12 Dispute Resolution The Parties' representatives will meet as needed to implement the terms of this Grant Agreement and will make a good faith attempt to informally resolve any disputes. Notwithstanding any other provision of this Grant Agreement to the contrary, unless otherwise requested or approved in writing by COG, the grantee shall continue performance and shall not be excused from performance during the period any breach of Grant Agreement claim or dispute is pending. The laws of the State of Texas govern this Grant Agreement and all disputes arising out of or relating to this Grant Agreement, without regard to any otherwise applicable conflict of law rules or requirements. Page 10136 Grantee Standard Conditions and Responsibilities Office of the Governor Venue for any grantee-initiated action, suit, litigation or other proceeding arising out of or in any way relating to this Grant Agreement shall be commenced exclusively in the Travis County District Court or the United States District Court, Western District of Texas - Austin Division. Venue for any OOG-initiated action, suit, litigation or other proceeding arising out of or in any way relating to this Grant Agreement may be commenced in a Texas state district court or a United States District Court selected by OOG in its sole discretion. The grantee hereby irrevocably and unconditionally consents to the exclusive jurisdiction of the courts referenced above for the purpose of prosecuting and/or defending such litigation. The grantee hereby waives and agrees not to assert by way of motion, as a defense, or otherwise, in any suit, action or proceeding, any claim that the grantee is not personally subject to the jurisdiction of the above-named courts; the suit, action or proceeding is brought in an inconvenient forum; and/or the venue is improper. 1.13 Funds Limited by Agreement and Subject to Availability The grantee agrees that nothing in this grant will be interpreted to create an obligation or liability of OOG in excess of the funds delineated in this grant. The grantee agrees that funding for this grant is subject to the actual receipt by OOG of grant funds (state and/or federal) appropriated to OOG for the grant program. The grantee agrees that the grant funds, if any, received from OOG may be limited by the term of each state biennium and by specific appropriation authority to and the spending authority of OOG for the purpose of this grant. The grantee agrees that notwithstanding any other provision of this grant, if OOG is not appropriated the funds or if OOG does not receive the appropriated funds for this grant program) or if the funds appropriated to DOG for this grant program are required to be reallocated to fund other federal or state programs or purposes, 006 is not liable to pay the grantee the maximum liability amount specified in the SOGA or any other remaining balance of unpaid funds. If OOG or the program fund becomes subject to legislative change, revocation of statutory authority, lack of appropriated funds, or unavailability of funds which would render performance under this grant agreement impossible, this grant agreement may be immediately terminated without recourse, liability, or penalty against OOG upon written notice to grantee. 1.14 Termination of the Agreement 006 may, at its sole discretion, terminate this Grant Agreement, without recourse) liability or penalty against 006, upon written notice to grantee. In the event grantee fails to perform or comply with an obligation or a term, condition or provision of this Grant Agreement, OOG may, upon written notice to grantee, terminate this agreement for cause, without further notice or opportunity to cure. Such notification of Termination for Cause will state the effective date of such termination, and if no effective date is specified, the effective date will be the date of the notification. OOG and grantee may mutually agree to terminate this Grant Agreement. OOG in its sole discretion will determine if, as part of the agreed termination, grantee is required to return any or all of the disbursed grant funds. Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided in equity, bylaw, or under this Grant Agreement. Following termination by OOG, grantee shall continue to be obligated to OOG for the return of grant funds in accordance with applicable provisions of this Grant Agreement. In the event of termination under this Section, 006's obligation to reimburse grantee is limited to allowable costs incurred and paid by the grantee prior to the effective date of Page 11 136 Grantee Standard Conditions and Responsibilities Office of the Governor termination, and any allowable costs determined by COG in its sole discretion to be reasonable and necessary to cost-effectively wind up the grant. Termination of this Grant Agreement for any reason or expiration of this Grant Agreement shall not release the Parties from any liability or obligation set forth in this Grant Agreement that is expressly stated to survive any such termination orexpiration. 1.15 Communication with Grantee Notice may be given to the grantee via eGrants, email, hand-delivery, or United States Mail. Notices to the grantee will be sent to the name and address supplied by grantee in eGrants. 1.16 Limitation of Liability To the extent allowed by law, the grantee agrees to indemnify and hold harmless 006, the State of Texas and its employees, agents, officers, representatives, contractors, and/or designees from any and all liability, actions, claims, demands or suits whatsoever, including any litigation costs, attorneys' fees, and expenses, relating to tax liability, unemployment insurance and/or workers' compensation in grantee's performance under this grant agreement. The grantee shall be liable to pay all costs of defense including attorneys' fees. The defense shall be coordinated by grantee with 006 and the Office of the Attorney General when COG, the State of Texas or its employees, agents, officers, representatives, contractors and/or designees are named defendants in any lawsuit and grantee may not agree to any settlement without first obtaining the concurrence from 006 and the Office of the Attorney General. The grantee and 006 agree to furnish timely written notice to each other of any such claims. The grantee further agrees to indemnify and hold harmless, to the extent allowed by law, the 006, the State of Texas and its employees, agents, officers, representatives, contractors, and/or designees from any and all liability, actions, claims, demands, or suits, whatsoever, including any litigation costs, attorneys' fees, and expenses, that arise from any ads or omissions of grantee or any of its officers, employees, agents, contractors, and assignees, relating to this grant agreement regardless of whether the act or omission is related to this grant agreement. The defense shall be coordinated by grantee, 006 and the Office of the Attorney General when 006, the State of Texas or its employees, agents, officers, representatives, contractors and/or designees are named defendants in any lawsuit and grantee may not agree to any settlement without first obtaining the concurrence from OOG and the Office of the Attorney General. The grantee and 006 agree to furnish timely written notice to each other of any such claims. The grantee agrees that no provision of this Grant Agreement is in any way intended to constitute a waiver by 006, its officers, employees, agents, or contractors or the State of Texas of any privileges, rights, defenses, remedies, or immunities from suit and liability that 006 or the State of Texas may have by operation of law. 1.17 Liability for Taxes The grantee agrees and acknowledges that grantee shall be entirely responsible for the liability and payment of grantee's and grantee's employees' taxes of whatever kind, arising out of the performances in this Grant Agreement. The grantee agrees to comply with all state and federal laws applicable to any such persons, including laws regarding wages, taxes, insurance, and workers' compensation. 006 and/or the State of Texas shall not be liable to the grantee, its employees, agents, or others for the payment of taxes or the provision of unemployment insurance and/or workers' compensation or any Page 12136 Grantee Standard Conditions and Responsibilities Office of the Governor benefit available to a state employee or employee of 00G. 1.18 Force Majeure Neither the grantee nor COG shall be required to perform any obligation under this Grant Agreement or be liable or responsible for any loss or damage resulting from its failure to perform so long as performance is delayed by force majeure or acts of God, including but not limited to strikes, lockouts or labor shortages, embargo, riot, war, revolution, terrorism, rebellion, insurrection, flood, natural disaster, or interruption of utilities from external causes. Each Party must inform the other in writing, with proof of receipt, within three (3) business days of the existence of such force majeure, orotherwise waive this right as a defense. 1.19 DebttoState The grantee agrees, to the extent grantee owes any debt (child support or other obligation) or delinquent taxes to the State of Texas, any payments grantee is owed under this Grant Agreement may be applied by the Comptroller of Public Accounts toward any such debt or delinquent taxes until such debt or delinquent taxes are paid in full. 1.20 Grantee an Independent Contractor The grantee expressly agrees that it is an independent contractor and under no circumstances shall any owner, incorporator, officer, director, employee, or volunteer of grantee be considered an employee, agent, servant, joint venturer, joint enterpriser or partner of COG or the State of Texas. The grantee is not a "governmental body" solely by virtue of this Grant Agreement or receipt of grant funds under this Grant Agreement. All persons furnished, used, retained, or hired by or on behalf of the grantee or any of the grantee's contractors shall be considered to be solely the employees or agents of the grantee or the grantee's contractors. The grantee or grantee's contractors shall be responsible for ensuring that any and all appropriate payments are made, such as unemployment, workers compensation, social security, any benefit available to a state employee as a state employee, and other payroll taxes for such persons, including any related assessments or contributions required by law. The grantee agrees to take such steps as may be necessary to ensure that each contractor of the grantee will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, joint enterpriser or partner of OOG or the State of Texas. The grantee is responsible for all types of claims whatsoever due to actions or performance under this Grant Agreement, including, but not limited to, the use of automobiles or other transportation, taken by its owners, incorporators, officers, directors, employees, volunteers or any third parties. 1.21 No Assignment of Rights or Obligations The grantee may not assign this Grant Agreement or any of its rights or obligations under this Grant Agreement to any third party or entity. Any attempted assignment without OOG's prior written consent is void and may result in the termination of this Grant Agreement. 1.22 Funds Are for Sole Benefit of Grantee It is expressly agreed that any solicitation for or receipt of funds of any type by the grantee is for the Page 13 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor sole benefit of the grantee and is not a solicitation for or receipt of funds on behalf of 00€ or the Governor of the State of Texas. 1.23 Permission for Use of DOG Name and Labeling Other than the required statements listed in this document, grantee shall not use 00Gs name or refer to 00€ directly or indirectly in any media release, public service announcement, or public service disclosure relating to this Grant Agreement or any acquisition pursuant hereto, including in any promotional or marketing materials, without first obtaining written consent from 00G. This Section is not intended to and does not limit the grantee's ability to comply with its obligations and duties under the Texas Open Meetings Act and/or the Texas Public Information Act. This Section is not intended to and does not limit OOG's duties and obligations to report this Grant Agreement, any grant payments made under this Grant Agreement, any contract compliance or performance information or other state or federal reporting requirements applicable to 00€. 1.24 Acknowledgement of Funding and Disclaimer All publications, including websites, produced in full or in part with grant funds awarded by 00€ must include an acknowledgement of the funding and a disclaimer of non-endorsement by the funding agency. In general) no publication may convey OOG's or any federal funding agency's (i.e. DO] or FEMA) official recognition or endorsement of the recipient's project simply based on having received funding. For websites, the acknowledgement should be present somewhere on all major entry pages. Acknowledgement language for grants made through state fund sources is below and language for grants made through specific federal fund sources is included within the fund specific conditions memo. For any state grant program: "This [website/report/study/project/etc.] is funded [insert "in part", if applicable] through a grant from the Public Safety Office of the Texas Office of the Governor. Neither the Office of the Governor nor any of its components operate, control, are responsible for, or necessarily endorse, this website (including, without limitation, its content, technical infrastructure, and policies, and any services or tools provided)." 1.25 Royalty-Free License Pursuant to 2 CFR 200.315(b), the grantee may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under this award. 00€ (and the federal funding agency, if the work is funded with a federal grant) reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and authorize others to use (in whole or in part, including in connection with derivative works), for state (or Federal) purposes: A. Any work subject to copyright developed under an award or subaward; and B. Any rights of copyright to which a grantee orsubgrantee or subcontractor purchases ownership with state (or Federal) support. The recipient acknowledges that 00€ (and the federal funding agency) have the right to: A. Obtain, reproduce, publish, or otherwise use the data first produced under an award or subaward; and B. Authorize others to receive, reproduce, publish or otherwise use such data for state (or federal) purposes. "Data" includes data as defined in Federal Acquisition Regulation (FAR) provision Poge 14136 Grantee Standard Conditions and Responsibilities Office of the Governor 52.22714 (Rights in Data-general). It is the responsibility of the grantee (and of each subgrantee or subcontractor if applicable) to ensure that this condition is included in any subaward under this award. The grantee has the responsibility to obtain from subgrantees, contractors, and subcontractors (if any) all rights and data necessary to fulfill the recipient's obligations to the Government under this award. If a proposed subgrantee contractor, or subcontractor refuses to accept terms affording the Government such rights, the grantee shall promptly bring such refusal to the attention of the OOG program manager for the award and not proceed with the agreement in question without further authorization from 00G. 1.26 Project Period The performance period for this Grant is listed on the Statement of Grant Award. All goods must be obligated and all services must be received within the performance period. OOG will not be obligated to reimburse expenses incurred after the performance period. 127 Project Commencement The grantees must take reasonable steps to commence project activities upon receiving notice of a grant award: Commencement within 60 days. If a project is not operational within 60 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later, the grantee must report by letter to OOG the steps taken to initiate the project, the reasons for the delay, and the expected revised start date. Commencement within 90 days. If a project is not operational within 90 days of the original start date of the award period or grant award date as noted on this memorandum, whichever is later, the grantee must submit a second statement to OOG explaining the implementation delay. Upon receipt of the 90-day letter, OOG may cancel the project and redistribute the funds to other project areas. OOG may also, where extenuating circumstances warrant, extend the implementation date of the project past the 90-day period. 1.28 Project Close Out OOG will close-out the grant award when it determines that all applicable administrative actions and all required work of the Grant have been completed by the grantee. The grantee must submit all financial, performance, and other reports as required by the terms and conditions of the grant award. Submission of the final Financial Status Report will initiate grant close out with 00G. The grantee must promptly refund any balances of unobligated cash that OOG paid in advance or paid and that are not authorized to be retained by the grantee for use in other projects. 1.29 Federal Program Laws, Rules, and Guidelines The grantee must comply with applicable provisions of federal and state law and regulations, terms and conditions applicable to the federal awards providing funding for the grant award, and any applicable program guidelines, which may include: Page 15136 Grantee Standard Conditions and Responsibilities Office of the Governor A. Office of Juvenile Justice and Delinquency Prevention (OJJDP) Formula Grants Program requirements as outlined in the Juvenile Justice and Delinquency Prevention Act of 2002, the applicable guidelines, the OJJDP Certified Assurances, and the most recent OJJDP Formula Grants Consolidated Regulation (28 CFR Part 31), to the extent that those regulations are not in conflict with the grant agreement; B. The Omnibus Crime Control and Safe Streets Act of 1968 (as amended -42 U.S.0 3711 etseq.); C. Victims of Crime Act (VOCA) program guidelines, including VOCA Final Program Guidelines FY 1997 Victim Assistance Program or those finalized in 2015 and included in 28 CFR 94, depending on applicability and the federal award under which the grant was made; D. Violence Against Women Act (VAWA) relevant statutory and regulatory requirements, including the Violence Against Women Act of 1994 (P.L., 103-322), the Violence Against Women Act of 2000 (P.L. 106-336), the Violence Against Women and Department of Justice Reauthorization Act of 2005 (P.L. 109-162), the Violence Against Women Reauthorization Act of 2013 (P.L. 113- 4), the Office on Violence Against Women's (OVW) implementing regulations at 28 CFR Part 90, OVW's general terms and conditions available at http://www.justice.gov/ovw/grantees (these do not supersede any specific conditions in the grant agreement), and the financial and administrative requirements set forth in the current edition of the Office on Violence Against Women (OVW) Financial Grants Management Guide; E. The provisions of the current edition of the Department of Justice Grants Financial Guide; F. If the grantee uses grant funds to undertake research involving human subjects, the grantee may be subject to Department of Justice (DOJ) Office of Justice (OJP) policies and requirements adopted by DOG related to human subjects found in 28 CFR Part 46; G. Section 2002 of the Homeland Security Act of 2002, as amended (P.L. 107-296) (6 U.S.C. § 603); H. If grantee receives a grant award in excess of $150,000, it will comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251-1387). violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Any subgrants or contracts made by the grantee in excess of $150,000 must contain this provision. I. All other applicable Federal laws, orders, circulars, orregulations. 1.30 Applicability of Part 200 uniform Requirements for Department of Justice Awards The Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 CFR Part 200, as adopted and supplemented by the Department of Justice (DOJ) in 2 CFR Part 2800 (the "Part 200 Uniform Requirements') apply to any grants funded through Department of Justice awards made after their adoption by DOJ on December 26, 2014. They supersede, among other things, the provisions of 28 CFR Parts 66 and 70, as well as those of 2 CFR Parts 215, 220, 225, and 230. If any grant is funded through an earlier Department of Justice award supplemented by an award made after December 26, 2014, the Part 200 Uniform Requirements apply with respect to all award funds (whether derived from the initial award or a supplemental award) that are obligated on or after the acceptance date of the supplemental award. Potential availability of grace period for procurement standards: Under the Part 200 Uniform Requirements, a time-limited grace period may be available under certain circumstances to allow for Page 16136 Grantee Standard Conditions and Responsibilities Office of the Governor transition from policies and procedures that complied with previous standards for procurements under federal awards to policies and procedures that comply with the new standards (that is, to those at 2 CFR 200.317 through 200.326). For more information on the Part 200 Uniform Requirements) including information regarding the potentially-available grace period described above, see the Office of Justice Programs (OJP) website at http://oip.gov/funding/Part200UniformReguirements.htm. In the event that an award-related question arises from documents or other materials prepared or distributed by OJP that may appear to conflict with, or differ in some way from, the provisions of the Part 200 Uniform Requirements, the recipient is to contact OJP promptly for clarification. 1.31 Required State Assurances The grantee must comply with the applicable State Assurances included within the State Uniform Grant Management Standards (UGMS), Section Ill, Subpart B, _.14 which are incorporated here by reference in the award terms and conditions. 2 Organizational Eligibility 2.1 Good Standing for Eligible Grantees A. The grantee is in good standing under the laws of the State in which it was formed or organized, and has provided COG with any requested or required documentation to support this certification. B. The grantee agrees to remain in good standing with any state or federal governmental bodies related to the grantee's right to conduct its business in Texas, including but not limited to the Texas Secretary of State and the Texas Comptroller of Public Accounts, as applicable. C. The grantee owes no delinquent taxes to any taxing unit of this State as of the effective date of this Grant Agreement. D. The grantee is non-delinquent in its repayment of any Federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. See OMB Circular A-129 and form SF-42413, item number 17 for additional information and guidance. E. The grantee has or will obtain all licenses, certifications, permits, and authorizations necessary to perform its obligations under this Grant Agreement, without costs toOOG. F. The grantee is currently in good standing with all licensing, permitting or regulatory bodies that regulate any or all aspects of grantee's business or operations. G. The grantee agrees to comply with all applicable licenses, legal certifications, inspections) and any other applicable local ordinance or state or federal laws. H. The grantee shall comply with any applicable federal, state, county, local and municipal laws, ordinances, resolutions, codes, decisions, orders, rules, and regulations, in connection with its obligations under this Grant Agreement. I. The grantee does not have any existing claims against or unresolved audit exceptions with the State of Texas or any agency of the State of Texas. Page 17136 Grantee Standard Conditions and Responsibilities Office of the Governor 2.2 System for Award Management (SAM) Requirements A. The grantee agrees to comply with applicable requirements regarding registration with the System for Award Management (SAM) (or with a successor government-wide system officially designated by OMB and, if applicable, the federal funding agency). These requirements include maintaining current registrations and the currency of the information in SAM. The grantee will review and update information at least annually until submission of the final financial report required under the award or receipt of final payment, whichever is later, as required by 2 CFR Part 25. B. Applicable to this Grant Agreement is the President's Executive Order (EO) 13224, Executive Order on Terrorist Financing - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001, and any subsequent changes made to it via cross-referencing respondents/vendors with the Federal General Services Administration's System for Award Management (SAM), https://www.sam.gov, which is inclusive of the United States Treasury's Office of Foreign Assets Control (OFAC) Specially Designated National (SDN) list. C. The grantee will comply with Executive Orders 12549 and 12689 that requires "a contract award (see 2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM)", in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority. The grantee certifies it will verify each vendor's status to ensure the vendor is not debarred, suspended, otherwise excluded or declared ineligible by checking the SAM before doing/renewing business with thatvendor. D. The grantee certifies that it and its principals are eligible to participate in this Grant Agreement and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity and the grantee is in compliance with the State of Texas statutes and rules relating to procurement and that the grantee is not listed on the federal government's terrorism watch list as described in Executive 0rder13224. 2.3 Criminal History Reporting Counties or other governmental entities required to maintain and report criminal history records per the Texas Code of Criminal Procedure, Ch. 60, must maintain compliance with that statute in order to obtain or maintain eligibility for OOG grant funds. 2.4 Uniform Crime Reporting Local units of governments receiving funds from 006 must comply with all requirements for uniform crime reporting and must ensure that prompt reporting will remain current throughout the grant period. 2.5 Immigration Related Matters Compliance with 8 USC §5 1373 & 1644 - In order to foster state and local cooperation in the enforcement of our nation's immigration laws, federal law provides that a government entity or Page 18 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor official may NOT prohibit or otherwise restrict any government entity or official from exchanging information with federal immigration authorities about the immigration or citizenship status of any individual. Furthermore, no individual or entity may prohibit or otherwise restrict a government entity from: (1) sending or receiving citizenship or immigration related information to and from federal immigration authorities; (2) maintaining the information; or (3) exchanging the information with any other federal, state, or local government entity. Any grant applicant or recipient that has policies or practices (written or unwritten) that contravene the restrictions outlined above is not eligible for a grant that is awarded by or through the Office of the Governor. 2.6 E- Verify A. The grantee shall comply with the requirements of the Immigration Reform and Control Acts of 1986 and 1990 ("IRCA") regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services in the United States of America under this Grant Agreement, if any, and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") enacted on September 30, 1996. B. The grantee certifies and ensures that it utilizes and will continue to utilize, for the term of this Grant Agreement, the U.S. Department of Homeland Security's E-Verify system to determine the eligibility of: 1. All persons employed to perform duties within Texas, during the term of the Grant; and 2. All persons employed or assigned by the grantee to perform work pursuant to the Grant Agreement, within the United States of America. If this certification is falsely made, the Grant Agreement may beterminated. C. If applicable, grantee will comply with Executive Order RP-80 regarding the U.S. Department of Homeland Security's E-Verify system. 2.7 Deceptive Trade Practices Violations The grantee represents and warrants that it has not been the subject of allegations of Deceptive Trade Practices violations under Chapter 17 of the Texas Business and Commerce Code, or allegations of any unfair business practice in any administrative hearing or court suit and that the grantee has not been found to be liable for such practices in such proceedings. The grantee certifies that it has no officers who have served as officers of other entities who have been the subject of allegations of Deceptive Trade Practices violations or allegations of any unfair business practices in an administrative hearing or court suit, and that such officers have not been found to be liable forsuch practices in such proceedings. The grantee shall notify OOG in writing within five (5) calendar days if grantee or any of its officers are subject to allegations of Deceptive Trade Practices or are the subject of alleged violations of any unfair business practices in an administrative hearing or court suit, and that the grantee or officers have been found to be liable for such practices in such proceedings. 2.8 Hurricane Contract Violations Texas law prohibits DOG from awarding a contract to any person who, in the past five years, has been convicted of violating a federal law or assessed a penalty in connection with a contract involving relief Page 19136 Grantee Standard Conditions and Responsibilities Office of the Governor for Hurricane Rita, Hurricane Katrina, or any other disaster, as defined by section 418.004 of the Texas Government Code, occurring after September 24, 2005. Under section 2155.006 of the Texas Government Code, the grantee is not ineligible from entering into this Grant Agreement and acknowledges that this Grant Agreement may be terminated and payment withheld or return of grant funds required if this certification is inaccurate orfalse. 2.9 Terminated Contracts The grantee has not had a contract terminated or been denied the renewal of any contract for non- compliance with policies or regulations of any state or federally funded program within the past five (5) years nor is it currently prohibited from contracting with a governmental agency. If the grantee does have such a terminated contract, the grantee shall identify the contract and provide an explanation for the termination. The grantee acknowledges that this Grant Agreement may be terminated and payment withheld or return of grant funds required if this certification is inaccurate or false. 2.10 special Requirements for Units of Local Government Grant funds may not be expended by a unit of local government unless the following limitations and reporting requirements are satisfied: A. Texas General Appropriations Act, Art. IX, Parts 2 and 3, except there is no requirement for increased salaries for local government employees; B. Texas Government Code Sections 556.004, 556.005, and 556.006, which prohibits using any money or vehicle to support the candidacy of any person for office, influencing positively or negatively the payment) loan, or gift to a person or political organization for a political purpose, and using grant funds to influence the passage or defeat of legislation including not assisting with the funding of a lobbyist, or using grant funds to pay dues to an organization with a registered lobbyist; C. Texas Government Code, Sections 2113.012 and 2113.101, which prohibits using grant funds to compensate any employee who uses alcoholic beverages on active duty and grantee may not use grant funds to purchase an alcoholic beverage and may not pay or reimburse any travel expense for an alcoholic beverage; U. Texas General Appropriations Act, Art. IX, Section 6.13, which requires grantee to make every effort to attain key performance target levels associated with this Grant, including performance milestones, milestone time frames, and related performance reporting requirements; and E. General Appropriations Act, Ar. IX, Sections 7.01 and .7.02, and Texas Government Code § 2102.0091, which requires that this Grant may only be expended if grantee timely completes and files its reports. 2.11 Special Requirements for Non-Profit Grantees Each non-profit corporation receiving funds from COG must obtain and have on file a blanket fidelity bond that indemnifies OOG against the loss or theft of the entire amount of grant funds, including matching funds. The fidelity bond should cover at least the COG grant period. By accepting funds underthis award, any non-profit grantee certifies and affirmatively asserts that it is Page 20 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor a non-profit organization and that it keeps on file, and is available upon audit, either: A. A copy of the recipient's 501(c)(3) designation letter; B. A letter from the State of Texas stating that the recipient is a non-profit organization operating within Texas; or C. A copy of the grantee's Texas certificate of incorporation that substantiates its non-profitstatus. Grantees that are local non-profit affiliates of state or national non-profits should have available proof of (1), (2), or (3), and a statement by the state or national parent organization that the recipient is a local non-profit affiliate. Non-profit recipients of Victims of Crime Act (VOCA) funding that are not a 501(c)(3) organization finally certified by the Internal Revenue Service must make their financial statements available online. Non-profit recipients of funds provided under the Juvenile Justice and Delinquency Prevention Act must have 501(c)(3) status recognized by the Internal Revenue Service. Church, mosque, and synagogue recipients of Nonprofit Security Grant Program funding are not required to apply for and receive a recognition of exemption under section 501(c)(3). Such organizations are automatically exempt if they meet the requirements of section 501(c)(3). 3 Civil Rights 3.1 Compliance with Civil Rights and Nondiscrimination Requirements A. The grantee will comply with all State and Federal statutes relating to civil rights and nondiscrimination and ensure, in accordance with federal civil rights laws, that the grantee shall not retaliate against individuals fortaking action or participating in action to secure rights protected by these laws. B. The grantee will comply, and all its contractors and subgrantees will comply, with all federal statutes and rules relating to civil rights and nondiscrimination. These include but are not limited to: 1. Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; 2. Title IX of the Education Amendments of 1972, as amended (20 USC §§ 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3. Section 504 of the Rehabilitation Act of 1973, as amended (29 USC § 794), which prohibits discrimination on the basis of handicaps and the Americans With Disabilities Act of 1990 (42 USC § 12131-34); 4. The Age Discrimination Act of 1974, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5. The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on Page 21 136 Grantee Standard Conditions and Responsibilities Office of the Governor the basis of alcohol abuse or alcoholism; 7. Sections §§ 523 and 527 of the Public Health Service Act of 1912 (42 usc 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patientrecords; 8. Title VIII of the Civil Rights Act of 1968 (42 usc § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental orfinancing of housing; 9. Any other nondiscrimination provisions in the specific statute(s) or the state or federal solicitation or funding announcement under which application for grant funds is being made, including but not limited to; I. Section 809(c) of Title I of the Omnibus Crime Control and Safe Streets Act of 1968 (codified at 34 U.S.C. 10228(c); see also 34 U.S.C. 11182(b)), ii. Section 1407(e) of the Victims of Crime Act of 1984 (codified at 34 U.S.C. 20110(e)) Hi. Section 40002(b)(13) of the Violence Against Women Act of 1994 (codified at 34 U.S.C. 12291(b)(13)) C. A nondiscrimination provision that deals with discrimination in employment on the basis of religion is read togetherwith the pertinent provisions of the Religious Freedom Restoration Act of 1993. As a result, even if an otherwise-applicable nondiscrimination provision states that a recipient or subrecipient may not discriminate in employment based on religion, an OJP recipient or subrecipient that is a faith-based organization may consider religion in hiring, provided it satisfies particular requirements. Additional information on those requirements can be found at D. Collectively, these federal laws prohibit a grantee from discriminating either in employment (subject to the exemption for certain faith-based organizations discussed in C. above") or in the delivery of services or benefits on the basis of race, color, national origin, sex, religion, or disability. More information on Civil Rights and Nondiscrimination requirements for grantees receiving funding originating from the Department of Justice can be found at https://ojp.gov/about/ocr/statutes.htm. E. In the event any federal or state court or federal or state administrative agency makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin (including limited English proficiency), or sex against the grantee, or the grantee settles a case or matter alleging such discrimination, the grantee must forward a copy of the complaint and findings to OOG and, as applicable, the Office of Justice Programs Office for civil Rights (OCR), or the DHS awarding office and the 01-IS Office of civil Rights and Civil Liberties. F. All recipients of Department of Justice Grants must review the Information on Civil Rights for CD grantees posted on the eGrants website available at: https://egrants.gov.texas.gov/FileDirectory/Civil Rights Presentation 11-2013.pdf. 3.2 Limited English Proficiency The grantee will comply with Title VI of the civil Rights Act of 1964, which prohibits grantees from discriminating on the basis of national origin in the delivery of services or benefits, entails taking reasonable steps to ensure that persons with limited English proficiency (LEP) have meaningful access to funded programs or activities. An LEP person is one whose first language is not English and who has a limited ability to read, write, speak, or understand English. Meaningful access may entail providing Page 22 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor language assistance services, including oral interpretation and written translation, where necessary. In order to facilitate compliance with Title VI, grantees are encouraged to consider the need for language services for LEP persons served or encountered in developing program budgets. More information can be found at http://www.LEP.gov. 3.3 Equal Employment Opportunity Plan All recipients of Department of Justice grants must 1) develop and file an Equal Employment Opportunity Plan (EEOP) with the Department of Justice; AND/OR 2) file a certification of exemption from EEOP requirements, if eligible. The Department of Justice released a new EEOP Certification Form in late 2015. Every recipient of a federal grant must now complete an EEOP Certification Form, even those that are exempt from filing an EEOP. If a grantee is required to submit an EEOP, that grantee must also file a Certification Form declaring that submission. The grantee must keep a copy of both the EEOP and the Certification Form on-file and available at any time upon requestfrom 006. If a grantee is claiming an exemption from filing an EEOP, that grantee must complete the federal Certification Form for that exemption in order to be eligible for federal funds. Grantees must keep a copy of the Certification Form on-file and available at any time upon request from 00G. EEOP guidance and the Certification Form for both filers and those claiming an exemption is available at: http:/foip.gov/about/ocr/eeop.htm . EEOP submissions must be prepared and filed electronically through the EEOP Reporting Tool available at the site referenced in this paragraph. The grantee acknowledges that failure to submit an acceptable EEOP (if recipient is required to submit one), that is approved by the Office for Civil Rights, is a violation of the Grant Agreement and may result in suspension or termination of funding, until such time as the recipient is in compliance. 4 Personnel 4.1 Overtime Overtime is allowable to the extent that it is included in the 006-approved budget, the grantee agency has an overtime policy approved by its governing body, and both grant-funded and non-grant funded personnel are treated the same with regards to the application of overtime policy(ies). In addition, in no case is dual compensation allowable. That is, an employee of a grantee agency may not receive compensation for hours worked (including paid leave) from his/her agency AND from an award for a single period of time, even though such work may benefit both activities. Overtime payments issued outside of these guidelines are the responsibility of the grantee agency. 4.2 Notification of Grant-Contingent Employees Staff whose salaries are supported by this award must be made aware that continued funding is contingent upon the availability of appropriated funds as well as the outcome of the annual application review conducted by 006. Page 23 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 5 Travel 5.1 Travel Policies The grantee must follow their established policies and good fiscal stewardship related to travel expenses. If the grantee does not have established written policies regarding in-state and out-of-state travel, grantee must use the travel guidelines established for state employees. 6 Contracts and Procurement 6.1 Procurement Practices and Policies The grantee must follow applicable Federal and State law, Federal procurement standards specified in regulations governing Federal awards to non-Federal entities, their established policy, and best practices for procuring goods or services with grant funds. Contracts must be routinely monitored for delivery of services or goods. A. Procurement (contract) transactions should be competitively awarded unless circumstances preclude competition. B. When any contractual or equipment procurement is anticipated to be in excess of $150,000, grantees must submit a Procurement Questionnaire https://eGrants.gov.texas.gov/updates.aspx to 006 for approval prior to procurement. Grantees must ensure these contracts address administrative, contractual, or legal remedies in instance where contractors violate or breach contract terms and provide for such sanctions and penalties as appropriate. C. When contractual or equipment procurement is anticipated to be in excess of $10,000, grantees must address termination for cause and for convenience by the grantee including the manner by which it will be affected and the basis forsettlement. 6.2 Subcontracting The grantee may not subcontract any of its rights or duties under this Grant Agreement without the prior written approval of 00G. It is within 006's sole discretion to approve any subcontracting. In the event OOG approves subcontracting by the grantee, the grantee will ensure that its contracts with others shall require compliance with the provisions of this Grant Agreement to the extent compliance is needed to support the grantee's compliance with this Grant Agreement. The grantee, in subcontracting for any performances specified herein, expressly understands and agrees that it is not relieved of its responsibilities for ensuring that all performance is in compliance with this Grant Agreement and that 006 shall not be liable in any manner to any grantee subcontractor. 6.3 Buy Texas If applicable with respect to any services purchased pursuant to this Grant Agreement, the grantee will buy Texas products and materials for use in providing the services authorized herein when such products and materials are available at a comparable price and within a comparable period of time when compared to non-Texas products and materials. Page 24 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 6.4 Contract Provisions Under Federal Awards All contracts made by a grantee under a federal award must contain the provisions outlined in 2 CIR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, Appendix 11to Part 200 Contract Provisions for Non-Federal Entity Contracts Under Federal Awards. 7 Equipment Requirements 7.1 Property Management and Inventory The grantee must ensure equipment purchased with grant funds is used for the purpose of the Grant and as approved by 00G. The grantee must develop and implement a control system to prevent loss, damage or theft of property and investigate and document any loss, damage or theft of property funded under this Grant. The grantee must account for any real and personal property acquired with grant funds or received from the Federal Government in accordance with 2 CFR 200.310 Insurance coverage through 200.316 Property trust relationship and 200.329 Reporting on real property. This documentation must be maintained by the grantee, according to the requirements listed herein, and provided to COG upon request, if applicable. When original or replacement equipment acquired underthis award by the grantee is no longer needed for the original project or program or for other activities currently or previously supported by the federal awarding agency or COG, the grantee must make proper disposition of the equipment pursuant to 2 CER and/or the Uniform Grant Management Standards (UGMS), as applicable. The grantee shall not give any security interest, lien or otherwise encumber any item of equipment purchased with grant funds The grantee will maintain specified equipment management and inventory procedures for equipment (including replacement equipment), whether acquired in whole or in part with grant funds, until disposition takes place, with a per-unit cost of $5,000 or greater, any firearms, any items on the Prohibited or Controlled Expenditures list, and the following equipment with costs between $500 and $4,999: sound systems and other audio equipment, still and video cameras, TVs, video players/recorders, desktop computers, laptop computers, data projectors, smartphones, tablets, other hand held devices, and mobile/portable radios. (See Texas Government Code, Sec. 403.271(b) for further information. Users of these standards should contact the Texas Comptroller of Public Accounts' property accounting staff or review the Comptroller's State Property Accounting User Manual, available on the internet, for the most current listing.) The equipment and inventory procedures include: A. The grantee must keep an inventory report on file containing equipment purchased with any grant funds during the grant period. The inventory report must agree with the approved grant budget and the final Financial Status Report and shall be available to COG at all times upon request. B. At least every two (2) years, grantee must take a physical inventory and reconcile the results with property records. C. The grantee must maintain property/inventory records which, at minimum, include a description of the property, a serial number or other identification number, the source of Page 25 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor property, who holds title, the acquisition date, the cost of the property, the percentage of Federal participation in the cost of the property, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price ofthe prpperty. D. The grantee shall permanently identify all such equipment by appropriate tags or labels affixed to the equipment. Upon termination of this Grant Agreement, title, use, and disposal of equipment by the grantee shall be in conformity with the UGMS; however, as between COG and the grantee title for equipment will remain with the grantee, unless UGMS requires otherwise. 7.2 Maintenance and Repair The grantee will maintain, repair, and protect all equipment purchased in whole or in part with grant funds so as to ensure the full availability and usefulness of such equipment. In the event the grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the equipment purchased under this Grant Agreement, the grantee shall use the proceeds to repair or replace said equipment. 7.3 Automated License Plate Readers Any grantee requesting funds for Automated License Plate Readers (ALPR) must have a written policy regarding use of the ALPR and related data retention. Subrecipients also must enter into a User Agreement with the Texas Department of Public Safety (DPS), Crime Records Division to gain access to the Texas Automated License Plate Reader (LPR) Database so that data may be shared among all participating local, state, and federal agencies. DPS Crime Records Division will provide written certification of your jurisdiction's participation upon request. Grantees must provide COG with a copy of the certification received from DPS Crime Records Division. 8 Information Technology 8.1 Accessibility Requirements If applicable, the grantee will comply with the State of Texas Accessibility requirements for Electronic and Information Resources specified in Title 1, Chapter 213 of the Texas Administrative Code when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. Likewise, if applicable, the grantee shall provide the Texas Department of Information Resources (DIR) with the URL to its Voluntary Product Accessibility Template (VPAT) for reviewing compliance with the State of Texas Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act), or indicate that the product/service accessibility information is available from the General Services Administration "Buy Accessible Wizard" (http://www.buyaccessible.gov). A company not listed with the "Buy Accessible Wizard" or supplying a URL to their VPAT must provide DIR with a report that addresses the same accessibility criteria in substantively the same format. Additional information regarding the "Buy Accessible Wizard" or obtaining a copy of the VPAT is located at http://www.sectionSO8.gov/. Page 26 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 8.2 Criminal Intelligence System Operating Procedures Any information technology system funded or supported by these funds must comply with 28 CFR Part 23, Criminal Intelligence Systems Operating Policies. Any grant-funded individual responsible for entering information into or retrieving information from an intelligence database must complete continuing education training on operating principles described by 28 CFR Part 23 at least once for each continuous two-year period that the person has responsibility for entering data into or retrieving data from an intelligence database. Si Blocking Pornographic Material The recipient understands and agrees that - (a) No award funds may be used to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography, and (b) Nothing in subsection (a) limits the use of funds necessary for any Federal, State, tribal, or local law enforcement agency or any other entity carrying out criminal investigations, prosecution, or adjudication activities. 9 Indirect Costs 9.1 Approved Indirect Cost Rate If indirect costs are allowable under an award, the Indirect Cost Budget Category will be available on the Budget tab. With the exception of grantees of federal awards who have never received a negotiated indirect cost rate as described in 2 CFR § 200.414(f), grantees choosing to apply indirect costs to the award must have an approved indirect cost rate agreement with their cognizant agency. A copy of the approval letter from the cognizant agency must be uploaded to the grant application for the grantee to be eligible for the indirect cost rate for the associated award. Indirect cost rates are not generally allowed for state-funded grants, but may be approved by COG at its sole discretion. The indirect cost rate cited in the budget denotes the approved indirect rate at the time the grant was awarded. It is the grantee's responsibility to ensure the appropriate indirect rate is charged throughout the term of the grant award even if the approved indirect rate expires or changes during the grant period. Indirect costs are subject to monitoring and the grantee must be able to produce evidence of an approved indirect cost rate upon request. 9.2 De Minimis Rate In accordance with 2 CFR § 200.414(f), grantees of federal funds that have never received a negotiated indirect cost rate may elect to charge a de minimis rate of 10% of modified total direct costs, which may be used indefinitely. A grantee that is eligible to use the de minimis indirect cost rate, and that elects to use the de minimis indirect cost rate, must advise COG in writing, in the grant application, before any such funds are obligated of both its eligibility and its election, and must comply with all associated requirements in 2 CFR § 200.414(f). Page 27 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 10 Audit and Records Requirements 10.1 Grantee Subject to Audits The grantee understands and agrees that grantee is subject to relevant audit requirements present in state or federal law or regulation or by the terms of this award. For federally funded grants, audit requirements can be found in 2 CFR Part 200 or OMB Circular A-133. For state funded awards, audit requirements can be found in the Uniform Grant Management Standards. 10.2 Single Audit Requirements Any grantee expending more than a certain level of federal funds in a fiscal year are subject to Single Audit Requirements in 2 CFR, Part 200, Subpart F - Audit Requirements, at http://www.ecfr.gov/cgi- bin/text-idx?tpl=/ecfrbrowse/TitleO2/2cfr200 main 02.tpl. For grantees receiving a grant from a federal award whose effective date falls within a grantee's fiscal year that begins on or after December 26, 2014, that level is $750,000. For grantees receiving a grant from a federal award whose effective date falls within a grantee's fiscal year that begins before December 26, 2014, that level is $500,000. The grantees expending more than $750,000 in state funds in a fiscal year are subject to the requirements in the Texas Single Audit Circular, at http://comptroller.texas.gov/orocurement/catrad/ugms.pdf. The audit must be completed and the data collection and reporting package described in 2 CFR 200.512 must be submitted to the Federal Audit Clearinghouse (FAC) within 30 calendar days after receipt of the auditor's report(s), or nine months after the end of the audit period, whichever is earlier. Grantees who are not required to have an audit for the grantee's fiscal year in which the state orfederal awards were made or expended, shall so certify in writing to 00G. The grantee's chief executive officer or chief financial officer shall make the certification within 60 days of the end of the grantee's fiscal year. 10.3 Cooperation with Monitoring, Audits, and Records Requirements A. In addition to and without limitation on the other audit provisions of this Grant Agreement, pursuant to Section 2262.154 of the Texas Government Code, the State Auditor's Office or successor agency, may conduct an audit or investigation of the grantee or any other entity or person receiving funds from the State directly under this Grant Agreement or indirectly through a subcontract under this Grant Agreement. The acceptance of funds by the grantee or any other entity or person directly underthis Grant Agreement or indirectly through a subcontract under this Grant Agreement acts as acceptance of the authority of the State Auditor's Office, under the direction of the Legislative Audit Committee, to conduct an audit or investigation in connection with those funds. Under the direction of the Legislative Audit Committee, the grantee or another entity that is the subject of an audit or investigation by the State Auditor's Office shall provide the State Auditor's Office with prompt access to any information the State Auditor's Office considers relevant to the investigation or audit. The grantee further agrees to cooperate fully with the State Auditor's Office in the conduct of the audit or investigation, including providing all records requested. The grantee shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through the Page 28 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor grantee and the requirement to cooperate is included in any subcontract it awards. The State Auditor's Office shall at any time have access to and the right to examine, audit, excerpt, and transcribe any pertinent books, documents, working papers, and records of the grantee related to this Grant Agreement. This Grant Agreement may be amended unilaterally by 006 to comply with any rules and procedures of the State Auditor's Office in the implementation and enforcement Section 2262.154 of the Texas Government Code. B. The grantee agrees to comply with the grant monitoring guidelines, protocols, and procedures established by COG and any federal funding agency, and to cooperate with 006 and any relevant federal agency generally, including on any compliance review or complaint investigation conducted by the Federal sponsoring agency or QOG and on all grant monitoring requests, including requests related to desk reviews and/or sitevisits. C. The grantee shall maintain adequate records that enable 006 and any relevant federal agency to complete monitoring tasks, including to verify all reporting measures, requests for reimbursements, and expenditure of match funds related to this Grant Agreement. The grantee shall maintain such records as are deemed necessary by 006, the State Auditor's Office, other auditors of the State of Texas, the federal government or such other persons or entities designated or authorized by 006 to ensure proper accounting for all costs and performances related to this GrantAgreement. D. 006 may request documented proof of payment. Acceptable proof of payment includes, but is not necessarily limited to, a receipt or other documentation of a paid invoice, a general ledger detailing the specific revenue and expenditures, a monthly bank statement evidencing payment of the specific expenditure, bank reconciliation detail, copies of processed checks, or a printed copy of an electronic payment confirmation evidencing payment of the specific expenditure to which the reimbursement relates. E. The grantee authorizes 006, the State Auditors Office, the Comptroller General, and any relevant federal agency, and their representatives, the right to audit, examine, and copy all paper and electronic records, books, documents, accounting procedures, practices, and any other requested records, in any form; relevant to the grant, the operation and management of the grantee, and compliance with this grant agreement and applicable state orfederal laws and regulations; and will make them readily available upon request. The grantee will similarly permit access to facilities, personnel, and other individuals and information as may be necessary. F. If requested, the grantee shall submit to 006 a copy of its most recent independent financial audit. If requested, the grantee shall submit to 006 any audited financial statements, related management letters and management responses of grantee, and financial audit documents or portions thereof that are directly related to the grantee's performance of its obligations underthis Grant Agreement. G. 006 may make unannounced monitoring visits at any time but will, whenever practical as determined at the sole discretion of 006, provide the grantee with up to five (5) business days advance notice of any such examination or audit. Any audit of records shall be conducted at the grantee's principal place of business and/or the location(s) of the grantee's operations during the grantee's normal business hours. The grantee shall provide to 006 or its designees, on the grantee's premises (or if the audit is being performed of a subcontractor, the subcontractor's premises if necessary) private space, office furnishings (including lockable cabinets), telephone services and Internet connectivity, utilities, and office-related equipment and duplicating services as 006 or its designees may reasonably require to perform the audits described in this Grant Agreement. Page 29 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor H. In addition to the information contained in the required reports, other information may be required as requested by 006, including 006 asking for more information regarding project performance or funds expenditures. In the event 006 requires additional information regarding the information or data submitted, the grantee will promptly provide the additional information. The grantee also agrees to assist COG in responding to questions and assisting in providing information responsive to any audit, legislative request, or other inquiry regarding the grant award. Upon the request of 006, the grantee must submit to 006 any additional documentation or explanation 006 may desire to support or document the requested payment or report submitted under this Grant Agreement. I. If after a written request by 006 or a relevant federal agency, the grantee fails to provide required reports, information, documentation, or other information within reasonable deadlines set by 006 or the relevant federal agency, as required by this Grant Agreement, or fails to fulfil any requirement in this section, then OOG may consider this act a possible default under this Grant Agreement, and the grantee may be subject to sanctions including but not limited to, withholdings and/or other restrictions on the recipients access to grant funds; referral to relevant agencies for audit review; designation of the recipient as a high-risk grantee; or termination of awards. J. The grantee agrees to hold any subcontractors or subgrantees to the provisions of this section and to require and maintain the documentation necessary to complete monitoring tasks performed by any subcontractor or subgrantee. The grantee shall ensure that this section concerning the authority to audit funds received indirectly by subcontractors through grantee and the requirement to cooperate is included in any subcontract it awards related to this grant. The grantee will direct any other entity, person, or contractor receiving funds directly under this Grant Agreement or through a subcontract under this Grant Agreement to likewise permit access to, inspection of, and reproduction of all books) records, and other relevant information of the entity, person, or contractor that pertain to this Grant Agreement. 10.4 Requirement to Address Audit Findings If any audit, financial or programmatic monitoring, investigations, review of awards, or other compliance review reveals any discrepancies, inadequacies, or deficiencies which are necessary to correct in order to maintain compliance with this Grant Agreement, applicable laws, regulations, or the grantee's obligations hereunder, the grantee agrees to propose and submit to 006 a corrective action plan to correct such discrepancies or inadequacies within thirty (30) calendar days after the grantee's receipt of the findings. The grantee's corrective action plan is subject to the approval of COG. 006, at its sole discretion, may impose remedies as part of a corrective action plan, including, but not limited to: increasing monitoring visits; requiring that additional or more detailed financial and/or programmatic reports be submitted; requiring prior approval for expenditures; requiring additional technical or management assistance and/or making modifications in business practices; reducing the grant award amount; and/or terminating this Grant Agreement. The foregoing are not exclusive remedies, and 006 may impose other requirements that 006 determines will be in the best interest of the State. The grantee understands and agrees that the grantee must make every effort to address and resolve all outstanding issues, findings, or actions identified by 006 (and/or, in the case of federally funded grant, a relevant federal agency) through the corrective action plan or any other corrective plan. Failure to promptly and adequately address these findings may result in grant funds being withheld, other Page 30 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor related requirements being imposed, or other sanctions and penalties. The grantee agrees to complete any corrective action approved by OOG within the time period specified by OOG and to the satisfaction of OOG, at the sole cost of the grantee. The grantee shall provide to OOG periodic status reports regarding the grantee's resolution of any audit, corrective action plan, or other compliance activity for which the grantee is responsible. 10.5 Records Retention A. The grantee shall maintain appropriate audit trails to provide accountability for all expenditures of grant funds, reporting measures, and funds received from OOG under this Grant Agreement. Audit trails maintained by the grantee will, at a minimum, identify the supporting documentation prepared by the grantee to permit an audit of its accounting systems and payment verification with respect to the expenditure of any funds awarded under this Grant Agreement. The grantee's automated systems, if any, must provide the means whereby authorized personnel have the ability to audit and to verify performance and to establish individual accountability for any action that can potentially cause access to, generation of, or modification of payment information. B. The grantee must maintain fiscal records and supporting documentation for all expenditures resulting from this Grant Agreement pursuant to 2 CFR 200.333, UGMS, and state law. 1. The grantee must retain these records and any supporting documentation for a minimum of three (3) years from the later of the completion of this project's public objective, submission of the final expenditure report, any litigation, dispute, or audit. 2. Records related to real property and equipment acquired with grant funds shall be retained for three (3) years after final disposition. 3. For all training and exercises paid for by this Grant, grantee must complete, deliver to the appropriate source, and then retain copies of all after-action reports and certificates of training completion for the time period specified in this Section. 4. OOG or the Federal Funding Agency may direct a grantee to retain documents for longer periods of time or to transfer certain records to OOG or federal custody when OOG or the Federal Funding Agency determines that the records possess long term retention value. 5. The grantee must give the Federal Funding Agency, the Comptroller General of the United States, the Texas State Auditor's Office, OOG, or any of their duly authorized representatives, access to and the right to examine all books, accounts, records, reports, files, other papers, things or property belonging to or in use by grantee pertaining to this Grant including records concerning the past use of grant funds. Such rights to access shall continue as long as the records are maintained. The grantee must include the substance of this Section in all subcontracts C. If the grantee collects personally identifiable information, it will have a publically-available privacy policy that describes what information it collects, how it uses the information, whether it shares the information with third parties, and how individuals may have their information corrected where appropriate. The grantee shall establish a method to secure the confidentiality of any records related to the grant program that are required to be kept confidential by applicable federal or state law or rules. This provision shall not be construed as limiting OOG's access to such records and other information under any provision of this Grant Agreement. Page 31 136 Grantee Standard Conditions and Responsibilities Office of the Governor 11 Prohibited and Regulated Activities and Expenditures 11.1 Inherently Religious Activities A grantee may not use grant funding to engage in inherently religious activities, such as proselytizing, scripture study, or worship. Grantees may, of course, engage in inherently religious activities; however, these activities must be separate in time or location from the federally assisted program. Moreover, grantees must not compel program beneficiaries to participate in inherently religious activities. Grantees must also not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief in the delivery of services or benefits funded by the grant. These requirements apply to all grantees, not just faith-based organizations. 11.2 Political Activities Grant funds may not be used in connection with the following acts by agencies or individuals employed by grant funds: A. Unless specifically authorized to do so by federal law, grant recipients or their subgrantees or contractors are prohibited from using grant funds directly or indirectly for political purposes, including lobbying or advocating for legislative programs or changes; campaigning for, endorsing, contributing to, or otherwise supporting political candidates or parties; and voter registration or get-out-the-vote campaigns. Generally, organizations or entities which receive federal funds by way of grants, contracts, or cooperative agreements do not lose their rights as organizations to use their own, private, non-federal resources for "political" activities because of or as a consequence of receiving such federal funds. These recipient organizations must thus use private or other non-federal money, receipts, contributions, or dues for their political activities, and may not charge off to or be reimbursed from federal contracts or grants for the costs of such activities. B. Grant officials or grant funded employees may not use official authority or influence or permit the use of a program administered by the grantee agency of which the person is an officer or employee to interfere with or affect the result of an election or nomination of a candidate or to achieve any other political purpose. C. Grant-funded employees may not coerce, attempt to coerce, command, restrict, attempt to restrict, or prevent the payment, loan, or contribution of anything of value to a person or political organization for a political purpose. ED. Grant funds will not be used, either directly or indirectly, in support of the enactment, repeal, modification, or adoption of any law, regulation or policy, at any level of government, without the express prior approval of COG and applicable federal funding agencies. If any non-grant funds have been or will be used in support of the enactment, repeal, modification, or adoption of any law, regulation or policy, at any level of government, it will notify OOG to obtain the appropriate disclosure form. E. Grant funds may not be used to employ, as a regular full-time or part-time or contract employee, a person who is required by Chapter 305 of the Government Code to register as a lobbyist. Furthermore, grant funds may not be used to pay, on behalf of the agency or an officer or employee of the agency, membership dues to an organization that pays part or all of the salary of a person who is required by Chapter 305 of the Government Code to register as a Page 32 1 36 Grantee Standard Conditions and RSponsibilities Office of the Governor lobbyist. F. Grant funds - whether expended by the grantee or by any subgrantee or subcontractor - will not be used for political polling. This prohibition regarding political polling does not apply to a poll conducted by an academic institution as a part of the institution's academic mission that is not conducted for the benefit of a particular candidate or party. G. As applicable, the grantee will comply with 31 USC § 1352, which provides that none of the funds provided under an award may be expended by the grantee to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress; an officer of employee of Congress, or an employee of a Member of Congress in connection with any Federal action concerning the award or renewal. The grantee will include the language of this section in the award documents for all subawards at all tiers and will require all subrecipients to certify accordingly. 11.3 Generally Prohibited Expenditures The following items and activities are specifically prohibited from being funded under this Grant Agreement: A. Costs of advertising and public relations designed solely to promote the governmental unit; B. Costs of international travel; C. Costs of entertainment, including amusement, diversion, and social activities and any costs directly associated with such costs (such as tickets to shows or sports events, meals, lodging, rentals, transportation, and gratuities); D. Fundraising; E. Lobbying; F. Alcoholic beverages; G. Costs to support any activity that has as its objective funding of sectarian worship, instruction, or proselytization; and H. Promotional items and memorabilia, including models, gifts, and souvenirs. 11.4 Acorn The grantee understands and agrees that it cannot use any federal funds, either directly or indirectly, in support of any contract or subaward to either the Association of Community Organizations for Reform Now (ACORN) or its subsidiaries, without the express prior written approval of 00G. 12 Financial Requirements 12.1 Financial Status Reports Financial Status Reports must be submitted to COG via eGrants. Unless otherwise specified by COG, Reports may be submitted monthly but must be submitted at least quarterly. Reports are due after Page 33 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor each calendar quarter regardless of when the grant was awarded. Due dates are: 1. April 22 (January-March quarter) 2. July 22 (April-June quarter) 3. October 22 (July-September quarter) 4. January 22 (October-December quarter) A grant liquidation date will be established in eGrants. The final Financial Status Report must be submitted to 006 on or before the liquidation date or the grant funds may lapse and 006 will provide them as grants to others who need the funding. Payments will be generated based on expenditures reported in the reports. Upon OOG approval of the report, DOG will issue a payment through direct deposit or electronic transfer. 12.2 Approval of Financial Status Report Grant payments will be generated based on expenditures as reported in the Financial Status Reports in eGrants or, if authorized by DOG, through Advance Payment Requests. Upon DOG approval of a Financial Status Report or Advance Payment Request, a payment will issue through direct deposit or electronic transfer, though additional documentation may be required and this statement does not override other rules, laws or requirements. It is the policy of OOG to make prompt payment on the approval of a properly prepared and submitted Financial Status Report and any other required documentation. 12.3 Reimbursements OOG will be obligated to reimburse the grantee for the expenditure of actual and allowable allocable costs incurred and paid by the grantee pursuant to this Grant Agreement. Each item of expenditure shall be specifically attributed to the eligible cost category as identified in the Grant Budget. The Grant Budget is established as provided in eGrants and is the approved budget for the planned expenditure of awarded grant funds, with expenditures identified by approved cost category. OOG is not obligated to pay unauthorized costs or to reimburse expenses that were incurred by the grantee prior to the commencement or after the termination of this Grant Agreement. By submission of a Financial Status Report, the grantee is warranting the following: (1) all invoices have been carefully reviewed to ensure that all invoiced services or goods have been performed or delivered; (2) that the services or goods have been performed or delivered in compliance with all terms of this Grant Agreement; (3) that the amount of each new Financial Status Report added together with all previous Financial Status Reports do not exceed the Maximum Liability of 006; and (5) the charges and expenses shown on the Request for Reimbursement are reasonable and necessary. 12.4 Generally Accepted Accounting Principles The grantee shall adhere to Generally Accepted Accounting Principles (GAAP) promulgated by the American Institute of Certified Public Accountants, unless other recognized accounting principles are required by the grantee. The grantee shall follow OOG fiscal management policies and procedures in processing and submitting requests for reimbursement and maintaining financial records related to this Grant Agreement. Page 34 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 12.5 Program Income "Program income means gross income received by the grantee or subgrantee directly generated by a grant supported activity, or earned only as a result of the grant agreement during the grant period. Unless otherwise required under the terms of this Grant Agreement, any program income shall be used by the grantee to further the program objectives of the project or activity funded by this grant, and the program income shall be spent on the same project or activity in which it was generated. Program income shall be used to offset the grant award. The grantee shall identify and report this income in accordance with OOG's reporting instructions. The grantee shall expend program income during the term of this Grant Agreement; program income not expended during the term of this Grant Agreement shall be refunded to 00G. 12.6 Refunds and Deductions If OOG determines that the grantee has been overpaid any grant funds under this Grant Agreement, including payments made inadvertently or payments made but later determined to not be actual and allowable allocable costs, the grantee shall return to OOG the amount identified by OOG as an overpayment. The grantee shall refund any overpayment to OOG within thirty (30) calendar days of the receipt of the notice of the overpayment from OOG unless an alternate payment plan is specified by 00G. 12.7 Liquidation Period The liquidation date is ninety (90) calendar days after the grant end date, unless otherwise noted in the original grant award or a grant adjustment. Funds not obligated by the end of the grant period and not expended by the liquidation date will revert to 00G. 12.8 Duplication of Funding If grantees receive any funding that is duplicative of funding received under this grant, they will notify OOG as soon as possible. OOG may issue an adjustment modifying the budget and project activities to eliminate the duplication. Further, the grantee agrees and understands that any duplicative funding that cannot be re-programmed to support non-duplicative activities within the program's statutory scope will be de-obligated from this award and returned to 00G. 12.9 Supplanting Awarded funds must be used to supplement existing funds for program activities and not replace (supplant) funds that have been appropriated, allocated or disbursed for the same purpose. Grant monitors and auditors will look for potential supplanting during reviews. Violations may result in a range of penalties, including suspension of future funds, suspension or debarment from receiving federal or state grants, recoupment of monies provided under the grant, and civil or criminal penalties. For additional information on supplanting, refer to the Guide to Grants at https://eGrants.gov.texas.gov/updates.aspx. Page 35 1 36 Grantee Standard Conditions and Responsibilities Office of the Governor 13 Required Reports 13.1 Measuring, Reporting, and Evaluating Performance Grantees should regularly collect and maintain data that measure the performance and effectiveness of activities under this award, in the manner, and within the timeframes specified in the program solicitation, or as otherwise specified by 00G. This evaluation includes a reassessment of project activities and services to determine whetherthey continue to be effective. Grantees must submit required reports regarding grant information, performance, and progress towards goals and objectives in accordance with the instructions provided by 006 or its designee. If requested by 006, the grantee shall report on the progress towards completion of the grant project and other relevant information as determined by 00G. To remain eligible for funding, the grantee must be able to show the scope of services provided and their impact, quality, and levels of performance against approved goals, and that their activities and services effectively address and achieve the projects stated purpose. 13.2 Report Formats, Submissions, and Timelines The grantee shall provide to 006 all applicable reports in a format specified by 00G. The grantee will submit reports in eGrants as instructed by 00G. The grantee shall ensure that it submits each report or document required by 006 in an accurate) complete, and timely manner to 006 or the Federal sponsoring agency, as specified by this Grant Agreement or 006, and will maintain appropriate backup documentation to support the reports. Unless filing dates are given herein, all other reports and other documents that the grantee is required to forward to 006 shall be promptly forwarded. 13.3 Failure to File Required Reports Failure to comply with submission deadlines for required reports, Financial Status Reports, or other requested information may result in COG, at its sole discretion, placing the grantee on immediate financial hold without further notice to the grantee and without first requiring a corrective action plan. No reimbursements will be processed until the requested information is submitted. If the grantee is placed on financial hold, COG, at its sole discretion, may deny reimbursement requests associated with expenses incurred during the time the grantee was placed on financial hold. Page 36 1 36 Office of the Governor Public Safety Office Homeland Security Grants Division Fund Specific Grant Conditions September 2018 11 Fund Specific Conditions and Responsibilities (HSGP) Office of the Governor About This Document In this document, grantees (also referred to as sub recipients) will find fund specific federal requirements and conditions applicable to the grant award administered by the Office of the Governor (OOG). These requirements and conditions are incorporated into the Grant Agreement accepted by a grant's Authorized Official. These requirements are in addition to those that can be found on the eGrants system - including the Grant Application and Grant Award - or in documents identified there, to which grantees agreed when applying for and accepting the grant. Other state and federal requirements and conditions may apply to your grant, 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; the Uniform Grant Management Standards (UGM5) developed by the Comptroller of Public Accounts; the state Funding Announcement or solicitation under which the grant application was made; for federal funding, the Funding Announcement or Solicitation under which OOG was awarded funds; and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice (DOJ), 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. OOG reserves the right to add additional responsibilities and requirements, with or without advance notice to the grantee. Any rights or privileges reserved or attributed to the federal awarding agency are also reserved or attributed to OOG, which may exercise them at its discretion. It is important for grantees to review all of these policies to successfully manage their grant, maintain eligibility for funding, and avoid violating the terms of the Grant Agreement, any of which could result in the revocation of funding or other actions. For clarification or further information, please see the Guide to Grants and other support materials at http://eGrants.Gov.Texas.Gov or contact the grant manager assigned to the relevant grant. If no grant manager has been assigned, please contact the eGrants help desk via email at: eGrantsgov.texas.gov, or via telephone at: (512) 463-1919 or dial 7-1-1 for relay services. naiL' Fund Specific Conditions and Responsibilities (HSGP) Office of the Governor Table of Contents AboutThis Document ...............................................................................................................................1 Article I. Disposition of Equipment ........................................................................................................3 Article II. Procurement of Recovered Materials .....................................................................................3 Article III. Whistleblower Protections ......................................................................................................3 Article IV. Use of DHS Seal, Logo and Flags ..............................................................................................3 Article V. USA Patriot Act of 2001 ...........................................................................................................3 Article VI. Civil Rights and Nondiscrimination ..........................................................................................3 Article VII. Trafficking Victims Protection Act of 2000 ..............................................................................5 Article VIII. Terrorist Financing ...................................................................................................................S ArticleIX. SAFECOM .................................................................................................................................5 Article X. Debarment and Suspension.....................................................................................................5 ArticleXI. Copyrights ................................................................................................................................5 Article XII. Personally Identifiable Information .........................................................................................5 Article XIII. Activities Conducted Abroad ...................................................................................................5 Article XIV. DHS Specific Acknowledgements and Assurances ..................................................................6 Article XV. Patents and Intellectual Property Rights .................................................................................6 Article XVI. Notice of Funding Opportunity................................................................................................6 Article XVII. Non-Supplanting Requirement ................................................................................................7 Article XVIII. National Environmental Policy Act ..........................................................................................7 ArticleXIX. Lobbying...................................................................................................................................7 Article XX. Hotel and Motel Fire Safety Act of 1990 .................................................................................7 Article XXI. Fly America Act of 1974 ...........................................................................................................7 Article XXII. Text Messaging While Driving .................................................................................................7 ArticleXXIII. Federal Debt ............................................................................................................................8 ArticleXXIV. False Claims Act .......................................................................................................................8 Article XXV. Energy Policy and Conservation Act ........................................................................................8 Article XXVI. Duplication of Benefit ..............................................................................................................8 Article XXVII. Environmental and Historic Preservation Review ...................................................................8 Article XXVIII. National Incident Management System ...........................................................................9 Article XXIX. Operation Stonegarden ...........................................................................................................9 Page 219 Fund Specific Conditions and Responsibilities (HSGP) Office of the Governor Article I. Disposition of Equipment When original or replacement equipment acquired under this award by the recipient or its subrecipients is no longer needed for the original project or program or for other activities currently or previously supported by DHS/FEMA, the state must request instructions from DHS/FEMA to make proper disposition of the equipment pursuant to 2 C.F.R. Section 200.313. Subrecipients should contact HSGD for instructions. Article II. Procurement of Recovered Materials Recipients and subrecipients must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition. Article Ill. Whistleblower Protections Recipients and subrecipients must comply with the statutory requirements for whistle blower protections (if applicable) at 10 U.S.0 Section 2409,41 U.S.C. 4712, and 10 U.S.C. Section 2324,41 U.S.C. Sections 4304 and 4310. Article IV. Use of DHS Seal, Logo and Flags Recipients and subrecipients must obtain permission from their DHS FAD, prior to using the 01-IS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials, including use of the United States Coast Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials. Article V. USA Patriot Act of 2001 Recipients and subrecipients must comply with requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act), which amends 18 U.S.C. Sections 175-175c. Article VI. Civil Rights and Nondiscrimination Section 6.01 Civil Rights Act of 1964 Recipients and subrecipients must comply with the requirements of Title VI of the Civil Rights Act of 1964 (42 U.S.C. Section 2000d et seq.), which provides that no person in the United States will, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. OHS implementing regulations for the Act are found at 6 C.F.R. Part 21 and 44 C.F.R. Part 7. Section 6.02 Limited English Proficiency Recipients and subrecipients must comply with the Title VI of the Civil Rights Act of 1964 (42 U.S.C. Section 2000d et seq.) prohibition against discrimination on the basis of national origin, which requires that recipients of federal financial assistance take reasonable steps to provide meaningful access to persons with limited English proficiency (LEP) to their programs and services. For additional assistance and information regarding language access obligations, please refer to the OHS Recipient Guidance Page 319 Fund Specific Conditions and Responsibilities (HSGP) Office of the Governor https ://www. d hs .gov/guida nce-pu bi ish ed-help-department-supported-organizations-provide meaningful- access-people-limited and additional resources on http://www.lep.gov. Section 6.03 Civil Rights Act of 1968 Recipients and subrecipients must comply with Title VIII of the Civil Rights Act of 1968, which prohibits recipients from discriminating in the sale, rental, financing, and advertising of dwellings, or in the provision of services in connection therewith, on the basis of race, color, national origin, religion, disability, familial status, and sex (See 42 U.S.C. Section 3601 et seq.), as implemented by the Department of Housing and Urban Development at 24 C.F.R. Part 100. The prohibition on disability discrimination includes the requirement that new multifamily housing with four or more dwelling units i.e., the public and common use areas and individual apartment units (all units in buildings with elevators and ground-floor units in buildings without elevators)-be designed and constructed with certain accessible features. (See 24 C.F.R. Section 100.201.) Section 6.04 Rehabilitation Act of 1973 Recipients and subrecipients must comply with the requirements of Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. Section 794), as amended, which provides that no otherwise qualified handicapped individuals in the United States will, solely by reason of the handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. Section 6.05 Education Amendments of 1972 Recipients and subrecipients must comply with the requirements of Title IX of the Education Amendments of 1972 (20 U.S.C. Section 1681 et seq.), which provide that no person in the United States will, on the basis of sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any educational program or activity receiving federal financial assistance. DHS implementing regulations are codified at 6 C.F.R. Part 17 and 44 C.F.R. Part 19. Section 6.06 Americans with Disabilities Act of 1990 Recipients and subrecipients must comply with the requirements of Titles 1, 11, and Ill of the Americans with Disabilities Act, which prohibits recipients from discriminating on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities. (42 U.S.C. Sections 12101- 12213). Section 6.07 Age Discrimination Act of 1975 Recipients and subrecipients must comply with the requirements of the Age Discrimination Act of 1975 (Title 42 U.S. Code, Section 6101 et seq.), which prohibits discrimination on the basis of age in any program or activity receiving federal financial assistance. Section 608 Nondiscrimination in Matters Pertaining to Faith-Based Organizations It is DHS policy to ensure the equal treatment of faith-based organizations in social service programs administered or supported by DHS or its component agencies, enabling those organizations to participate in providing important social services to beneficiaries. All recipients and subrecipients must comply with the equal treatment policies and requirements contained in 6 C.F.R. Part 19 and other applicable statutes, regulations, and guidance governing the participations of faith-based organizations in individual DHS programs. Page 4j9 Fund Specific Conditions and Responsibilities (HSGP) Office of the Governor Article VII. Trafficking Victims Protection Act of 2000 Recipients and subrecipients must comply with the requirements of the government-wide award term which implements Section 106(g) of the Trafficking Victims Protection Act of 2000, (TVPA) as amended by 22 U.S.C. Section 7104. The award term is located at 2 C.F.R. Section 175.15, the full text of which is incorporated here by reference. Article VIII. Terrorist Financing Recipients and subrecipients must comply with E.C. 13224 and U.S. law that prohibit transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. Recipients are legally responsible to ensure compliance with the Order and laws. Article IX. SAFECOM Recipients and subrecipients receiving federal financial assistance awards made under programs that provide emergency communication equipment and its related activities must comply with the SAFECOM Guidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperable communications. Article X. Debarment and Suspension Recipients and subrecipients are subject to the non-procurement debarment and suspension regulations implementing Executive Orders ([.0.) 12549 and 12689, and 2 C.F.R. Part 180. These regulations restrict federal financial assistance awards, subawards, and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities. Article XI. Copyrights Recipients and subrecipients must affix the applicable copyright notices of 17 U.S.C. Sections 401 or 402 and an acknowledgement of U.S. Government sponsorship (including the award number) to any work first produced under federal financial assistance awards. Article XII. Personally Identifiable Information Recipients and subrecipients who collect P11 are required to have a publically-available privacy policy that describes standards on the usage and maintenance of P11 they collect. OHS defines personally identifiable information (P11) as any information that permits the identity of an individual to be directly or indirectly inferred, including any information that is linked or linkable to that individual. Recipients may also find the OHS Privacy Impact Assessments; Privacy Guidance and Privacy template as useful resources respectively. Article XIII. Activities Conducted Abroad Recipients and subrecipients must ensure that project activities carried on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained. Page 519 Fund Specific Conditions and Responsibilities (HSGP) Office of the Governor Article XIV. DHS Specific Acknowledgements and Assurances All recipients, subrecipients, successors, transferees, and assignees must acknowledge and agree to comply with applicable provisions governing OHS access to records, accounts, documents, information, facilities, and staff. 1. Recipients must cooperate with any compliance reviews or compliance investigations conducted by DHS. 2. Recipients must give OHS access to, and the right to examine and copy, records, accounts, and other documents and sources of information related to the federal financial assistance award and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by OHS regulations and other applicable laws or program guidance. 3. Recipients must submit timely, complete, and accurate reports to the appropriate OHS officials and maintain appropriate backup documentation to support the reports. 4. Recipients must comply with all other special reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. 5. If, during the past three years, recipients have been accused of discrimination on the grounds of race, color, national origin (including limited English proficiency (LEP)), sex, age, disability, religion, or familial status, recipients must provide a list of all such proceedings, pending or completed, including outcome and copies of settlement agreements to the OHS FAO and the OHS Office of Civil Rights and Civil Liberties (CRCL) by e-mail at crcl@hq.dhs.gov or by mail at U.S. Department of Homeland Security Office for Civil Rights and Civil Liberties Building 410, Mail Stop #0190 Washington, D.C. 20528. 6. In the event courts or administrative agencies make a finding of discrimination on grounds of race, color, national origin (including LEP), sex, age, disability, religion, or familial status against the recipient, or recipients settle a case or matter alleging such discrimination, recipients must forward a copy of the complaint and findings to the DHS FAO and the CRCL office by e-mail or mail at the addresses listed above. The United States has the right to seek judicial enforcement of these obligations. Article XV. Patents and Intellectual Property Rights Unless otherwise provided by law, recipients and subrecipients are subject to the Bayh-Dole Act) Pub. L. No. 96-517, as amended, and codified in 35 U.S.C. Section 200 et seq. All recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. Section 401.14. Article XVI. Notice of Funding Opportunity All of the instructions, guidance, limitations, and other conditions set forth in the federal Notice of Funding Opportunity (NOFO) for this program are incorporated here by reference in the award terms and conditions. All recipients and subrecipients must comply with any such requirements set forth in the federal program NOFO. Page 619 Fund Specific Conditions and Responsibilities (HSGP) Office of the Governor Article XVII. Non-Supplanting Requirement Recipients and subrecipients receiving federal financial assistance awards made under programs that prohibit supplanting by law must ensure that federal funds do not replace (supplant) funds that have been budgeted for the same purpose through non-federal sources. Article XVIII. National Environmental Policy Act Recipients and subrecipients must comply with the requirements of the National Environmental Policy Act (NEPA) and the Council on Environmental Quality (CEO) Regulations for Implementing the Procedural Provisions of NEPA, which requires recipients to use all practicable means within their authority, and consistent with other essential considerations of national policy, to create and maintain conditions under which people and nature can exist in productive harmony and fulfill the social, economic, and other needs of present and future generations of Americans. Article XIX. Lobbying Recipients and subrecipients must comply with 31 U.S.C. Section 1352, which provides that none of the funds provided under an federal financial assistance award may be expended by the recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress) an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action related to a federal award or contract, including any extension, continuation, renewal, amendment, or modification. Article XX. Hotel and Motel Fire Safety Act of 1990 In accordance with Section 6 of the Hotel and Motel Fire Safety Act of 1990, (15 U.S.C. Section 2225a), recipients and subrecipients must ensure that all conference, meeting, convention, ortraining space funded in whole or in part with federal funds complies with the fire prevention and control guidelines of the Federal Fire Prevention and Control Act of 1974, as amended, (15 U.S.C. Section 2225). Article XXI. Fly America Act of 1974 Recipients and subrecipients must comply with Preference for U.S. Flag Air Carriers (air carriers holding certificates under 49 U.S.C. Section 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. Section 40118) and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981 amendment to Comptroller General Decision B-138942. Article XXII. Text Messaging While Driving All recipients and subrecipients are encouraged to adopt and enforce policies that ban text messaging while driving as described in E.O. 13513, including conducting initiatives described in Section 3(a) of the Order when on official government business or when performing any work for or on behalf of the federal government. Page 719 Fund Specific Conditions and Responsibilities (HSGP) Office of the Governor Article XXIII.Federal Debt Recipients and subrecipients are required to be non-delinquent in their repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. (See OMB Circular A-129.) Article XXIV. False Claims Act Recipients and subrecipients must comply with the requirements of The False Claims Act (31 U.S.C. Section 3729-3733) which prohibits the submission of false or fraudulent claims for payment to the federal government. (See 31 U.S.C. Section 3801-3812 which details the administrative remedies for false claims and statements made.) Article XXV. Energy Policy and Conservation Act Recipients and subrecipients must comply with the requirements of The Energy Policy and Conservation Act (42 U.S.C. Section 6201) which contain policies relating to energy efficiency that are defined in the state energy conservation plan issued in compliance with this Act. Article XXVI. Duplication of Benefit Any cost allocable to a particular federal financial assistance award provided for in 2 C.F.R. Part 200, Subpart E may not be charged to other federal financial assistance awards to overcome fund deficiencies, to avoid restrictions imposed by federal statutes, regulations, or federal financial assistance award terms and conditions, or for other reasons. However, these prohibitions would not preclude recipients from shifting costs that are allowable under two or more awards in accordance with existing federal statutes, regulations, or the federal financial assistance award terms and conditions. Article XXVII. Environmental and Historic Preservation Review The subrecipient must assess federally funded projects for potential impact to environmental resources and historic properties and submit any required screening form(s) as soon as possible within the deadlines established by HSGD. Timelines for the Environmental Planning and Historic Preservation (EHP) review process will vary based upon the complexity of the project and the potential for environmental or historical impact. Subrecipients must include sufficient review time to comply with EHP requirements. Initiation of any activity prior to completion of FEMA's EHP review will result in a non-compliance finding and HSGD may decide not to authorize or release grant funds for non-compliant projects. As soon as possible upon receiving this Grant, the subrecipient must provide information to HSGD to assist with the legally-required EHP review and to ensure compliance with applicable EHP laws and Executive Orders (ED) currently using the FEMA EHP Screening Form OMB Control Number 1660- 0115/FEMA Form 024-0-1 and submitting it, with all supporting documentation, to HSGD for review. These EHP requirements include but are not limited to the National Environmental Policy Act, the National Historic Preservation Act, the Endangered Species Act, ED 11988— Floodplain Management, EQ 11990— Protection of Wetlands, and ED 12898— Environmental Justice. Subrecipients must comply with all Federal, State, and local EHP requirements and obtain applicable permits and clearances. See FEMA Polity Number 108-023-1. flfl: Fund Specific Conditions and Responsibilities (HSGP) Office of the Governor The subrecipient shall not undertake any activity from the project that would result in ground disturbance, facility modification, or purchase and use of sonar equipment without the prior approval of FEMA. These include but are not limited to communications towers, physical security enhancements involving ground disturbance, new construction, and modifications to buildings. Subrecipients must comply with all mitigation or treatment measures required for the project as the result of FEMA's EHP review. Any changes to an approved project description will require re-evaluation for compliance with FEW requirements before the project can proceed. Subrecipients must ensure monitoring of ground disturbance and if any potential archeological resources are discovered the subrecipient must immediately cease construction in that area and notify FEMA and the appropriate State Historical Preservation Office. Article XXVIII. National Incident Management System During the performance period of this Grant, the subrecipient must implement the NIMS in a manner consistent with the NIMS Implementation Objectives outlined by FEMA at httn://www.fema.gov/national-incident-management-system . As subrecipients of Federal preparedness (non-disaster) grant awards, jurisdictions and organizations must achieve or be actively working to achieve all of the NIMS Implementation Objectives. Article XXIX.Operation Stonegarden The subrecipient is prohibited from drawing down Operation Stonegarden (OPSG) funding provided through this award until each unique, specific or modified county level, tribal or equivalent Operations Order and/or Fragmentary Order (Frago) has been reviewed by FEMA/GPD and Customs and Border Protection/United State Border Patrol (CBP/USBP). HSGD will receive the official notification of approval from FEMA/GPD and then notify the subrecipient. flfl1L eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE!!!) Print This Page Agency Name: Nueces County Grant/App: 3588501 Start Date: 10/1/2018 End Date: 9/30/2019 Project Title: MetroCorn Dispatch Center Enhancements Status: Pending Final Approval Eligibility Information Your organizations Texas Payee/Taxpayer ID Number: 17460005857003 Application Eligibility Certify: Created on: 1/30/2018 3:52:03 PM By:Chrlstopher Boyce Profile Information Applicant Agency Name: Nueces County Project Title: MetroCom Dispatch Center Enhancements Division or Unit to Administer the Project: Office of Emergency Management Address Line 1: 901 Leopard ST Address Line 2: 303 City/State/Zip: Corpus Christi Texas 78401-3602 Start Date: 10/1/2018 End Date: 9/30/2019 Regional Council of Goverments(COG) within the Project's Impact Area: Coastal Bend Council of Governments Headquarter County: Nueces Counties within Project's Impact Area: Aransas, Bee, Brooks,Duval,Jim Wells, Kenedy,Live Oak, Nueces, Refugio,San Patrldo,Vlctorla Grant Officials: Authorized Official Name: Samuel Neal Email: claudla.lobell@co.nueces.tx.us Address 1:901 Leopard, Room 303 Address 1: City: Corpus Christi, Texas 78401 Phone: 361-888-0444 Other Phone: Fax: 361-888-0445 Title: The Honorable Salutation: Judge Position: County Judge Project Director Name: Christopher Boyce Email: chrlstopher.boyce@nuecesco.com Address 1: 901 Leopard St Address 1: Room 303 City: Corpus Christi, Texas 78401 Phone: 361-888-0513 Other phone: 361-533-2355 Fax: 361-888-0445 Title: Mr. Salutation: Mr. Position: EMC Financial Official Name: Dale Atchley Email: anna.velazquez@co.nueces.tx.us Address 1: 901 Leopard Room 304 Address 1: City: Corpus Christl, Texas 78401 Phone: 361-888-0556 Other Phone: 361-888-0612 Fax: 361-888-0584 Title: Mr. Salutation: Mr. Position: County Auditor Grant Writer Name: Christopher Boyce Email: chrlstopher.boyce@nuecesco.com Address 1: 901 Leopard St Address 1: Room 303 eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE M) City: Corpus Christi, Texas 78401 Phone: 361-888-0513 Other Phone: 361-533-2355 Fax: 361-888-0445 Title: Mr. Salutation: Mr. Position: EMC Grant Vendor Information Organization Type: County Organization Option: applying to provide homeland security services Applicant Agency's State Payee Identification Number (e.g., Federal Employer's Identification (FEI) Number or Vendor ID): 17460005857003 Data Universal Numbering System (DUNS): 078495025 Narrative Information Overview The purpose of the Homeland Security Grant Program (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. HSGP provides funding to implement investments that build, sustain, and deliver the 32 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. HSGP supports core capabilities across the five mission areas of Prevention, Protection, Mitigation, Response, and Recovery based on allowable costs. Primary Mission and Purpose State Homeland Security Program (SHSP): Supports state, Tribal and local preparedness activities that address high-priority preparedness gaps across all core capabilities where a nexus to terrorism exists. All Investments must be consistent with capability targets set during the Threat and Hazard Identification and Risk Assessment (THIRA) process, and gaps Identified in the State Preparedness Report (SPR). Many activities which support the achievement of target capabilities related to terrorism preparedness may simultaneously support enhanced preparedness for other hazards unrelated to acts of terrorism. However, all SHSP projects must assist grantees in achieving target capabilities related to preventing, preparing for, protecting against, or responding to acts of terrorism. Eligibility Requirements National Incident Management System (NIMS) Implementation Grantees are required to implement NIMS. The NIMS uses a systematic approach to integrate the best existing processes and methods into a unified national framework for incident management across all homeland security activities including prevention, protection, response, mitigation, and recovery. Grantees must use standardized resource management concepts for resource typing, credentialing, and an inventory to facilitate the effective identification, dispatch, deployment, tracking and recovery of resources. Emergency Management Plans (Intermediate Level) Cities and counties must have a current emergency management plan or be a legally established member of an inter- jurisdictional emergency management program with a plan on file with the Texas Department of Public Safety, Texas Division of Emergency Management (TDEM). Plans must be maintained throughout the entire grant performance period and must be at least at the Intermediate Level. If you have questions concerning your Emergency Management Plan (preparedness) level, contact your Emergency Management Coordinator (EMC) or your regional Council of Governments (COG). For questions concerning plan deficiencies, contact TDEM at tdem.plans@dps.texas.gov. Criminal History Reporting Entities receiving funds from HSGD must be located in a county that has an average of 90% or above on both adult and juvenile dispositions entered into the computerized criminal history database maintained by the Texas Department of Public safety (DIPS) as directed in the Texas Code of Criminal Procedure, Chapter 60. The disposition completeness percentage is defined as the percentage of arrest charges a county reports to DIPS for which a disposition has been subsequently reported and entered into the computerized criminal history system. Uniform Crime Reporting (UCR) Eligible applicants operating a law enforcement agency must be current on reporting Part I violent crime data to the Texas Department of Public Safety (DIPS) for inclusion in the annual Uniform Crime Report (UCR). To be considered eligible for funding, applicants must have submitted a full twelve months of accurate data to DPS for the most recent calendar year. Program Requirements eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE !fl) Building and Sustaining Core Capabilities Funding should be used to sustain core capabilities. New capabilities should not be built at the expense of maintaining current and critically needed core capabilities. New capabilities must be aligned with capability targets and gaps identified through the THXRA/SPR process. Mission Areas The National Preparedness Goal organizes the core capabilities into the five mission areas: • Prevention. Prevent, avoid or stop an imminent, threatened or actual act of terrorism. • Protection. Protect our citizens, residents, visitors, and assets against the greatest threats and hazards in a manner that allows our interests, aspirations, and way of life to thrive. • Mitigation. Reduce the loss of life and property by lessening the impact of future disasters. • Response. Respond quickly to save lives, protect property and the environment, and meet basic human needs in the aftermath of a catastrophic incident. • Recovery. Recover through a focus on the timely restoration, strengthening and revitalization of infrastructure, housing and a sustainable economy, as well as the health, social, cultural, historic and environmental fabric of communities affected by a catastrophic incident. Program Income Applicant agrees to comply with all federal and state rules and regulations for program income and agrees to report all program income that Is generated as a result of the project's activities. Applicant agrees to report program income through a formal grant adjustment and to secure HSGD approval prior to use of the program income. Applicant agrees to use program income for allowable costs and agrees to expend program income immediately after HSGD's approval of a grant adjustment and prior to requesting reimbursement of funds, Deduction Method - Program income shall be deducted from total allowable costs to determine the net allowable costs. Program income shall be used for current costs unless HSGD authorizes otherwise. Program income which the grantee did not anticipate at the time of the award shall be used to reduce the HSGD award and grantee match rather than to increase the funds committed to the project. Asset Seizures and Forfeitures - Program income from asset seizures and forfeitures is considered earned when the property has been adjudicated to the benefit of the plaintiff (e.g., law enforcement entity). Certification Each applicant agency must certify to the specific requirements detailed above as well as all requirements within the HSGD Funding Announcement, the eGrants application, the OOGs Guide to Grants, and the OOG's Grantee Conditions and Responsibilities to be eligible for this program. X I certify to all of the application content and requirements. Project Summary: Briefly summarize the project, including proposed activities and intended impact. Our proposed project will consist oft purchasing software and reference materials; installing essential software; training staff; certifying staff as Emergency Police AND Medical Dispatchers by the International Academies of Emergency Dispatch (IAED); completing the 40 points of accreditation for MetroCom to become an Accredited Center of Excellence through lARD for both Medical and Police Dispatch; and implementing: 1) Priority Dispatch System Software (Pr0QA), 2) Medical Priority Dispatch System (MPDS), 3) AQUA Evolution, and 4) Police Priority Dispatch System (PPDS) Completion of this project will streamline emergency dispatchers' ability to appropriately and promptly provide the best practices, National Academies of Emergency Dispatch-Protocols for medical and law enforcement scenarios to include terrorist attacks, natural disasters, active shooters, and other multi-jurisdictional mass casualty situations. If the Law Enforcement and Medical Priority Dispatch System project is funded, it will allow a more consistent and standardized method for dispatchers providing pre-arrival instructions in critical situations. This will enhance the potential of saving lives and increasing productivity by effectively expediting resources to our customers and preserving the safety and well-being of the citizens in our community and first responders; thus, furthering our dispatchers' ability to provide the critical components of safety and consistent service to all our participants including the community we serve and the first responders we support. Problem Statement: Provide a detailed account of the issues, threats or hazards that your project will target. For federal Homeland Security Grants, include specific references to the regional or state Threat and Hazard Identification and Risk Assessment (THIRA), as applicable. Being our 9-1-1 Dispatchers are normally the first emergency responders to be privy to of a large-scale incident in our community, this project will allow them to quickly and efficiently gather and disseminate information to our community and the "boots-on-the ground" emergency responders. The Law Enforcement and Medical Priority Dispatch System Project will target numerous issues, threats, and hazards including various ones specified in the Coastal Bend Council of Governments Threat and Hazard Identification and Risk Assessment (CCG-THIRA). Having these tools at hand will aid MetroCom in providing standardized, timely, accurate, detailed response to numerous threats to include any physical terrorist attack and 3 of the specified target threats on pages one through three on the CCG-THIRA (Hurricane, Hazmat Release-Chemical, and Explosive Device), The Law Enforcement and Medical Priority Dispatch System Project will also aid in the following Core Capabilities listed in the CCG-THIRA: 1. Planning page 3 through 5 2. Public Information and Warning - pages sand 7 3, Operational Coordination Core Capability" Page 4. intelligence and Information Sharing Page 11 and 12S. Risk and Disaster Resilience Assessment" page 226. Environmental Response/Health and Safety page 25 7. Infrastructure Systems - page 2133. Logistic and Supply Chain Management- page 29 9. Mass Care Services page 30 10. Mass Search and Rescue Operations" page 31 11. Operational Communications - page 33 12. Public Health, Healthcare, and Emergency, Medical Services '- page 34 13. Situational Assessment - page 35 Existing Capability Levels: eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE!!!) Describe the existing capability levels, including resources that are currently in place to support this project prior to the use of grant funds. Currently, MetroCom dispatchers are certified Emergency Medical Dispatch (EMD) and utilize APCO's Emergency Medical Dispatch program with physical, flip chart, guide cards. Our quality assurance (QA) system is conducted by two Dispatch Supervisors who listen to random calls or sections of radio traffic for each, individual dispatchers. They utilize Eventide Mediaworks to score and track the QA results. No Law Enforcement pre' and post' arrival instruction are in place at this time. Nexus to terrorism Priority Dispatch is not currently available for medical nor law enforcement this process will aid in the reporting of suspicious activity or events and aid in the repose to an attack by providing a consistent process to the reporting, initial aid to victims via phone and coordination of EMS/LB response. Capability Gaps: Describe the capability gaps which will be addressed by the project. For federal Homeland Security Grants, include specific references to the regional or statewide State Preparedness Report (SPR). Operational Coordination Core Capability s Mission Areas: All e Description: Establish and maintain a unified and coordinated operational structure and process that appropriately integrates all critical stakeholders and supports the execution of core capabilities. Priority High Capability Gap:Organization Where feasible, align written doctrine with that of other coastal Bend area agencies to ensure standardized response procedures. Need operational solutions CBCOG SPIt Pg 10, Currently our staff are trained in Emergency Medical Dispatch (EMD), but the questions they ask, the priority they choose for the call, and the pre-arrival instructions are based only on the caller's information, the dispatcher's discretion and training. This leaves the process open for human error. For example, a caller calls in and states his friend has been shot. The dispatcher goes through the questions and medical protocol for a gun-shot wound, but does not inquire if the shooter is still active. It's not until the EMS arrive and report hearing active gun shots, that protocol for active shooters is begun. The guide cards leave room for human error as a dispatcher must decide which set of questions to utilize. The physical guide cards are also cumbersome and time-consuming. There is a card rack at each console and the dispatcher has to physically flip through each card to obtain the questions and information. Error could happen if the cards stick together or missing and it takes more time to turn/find each card instead of having everything on screen. Lastly, we currently do not have a law enforcement priority dispatch system at all. Standardized pre-arrival instructions for active shooters, bomb threats, terrorist threats, burglaries, domestic violence situations, etc.;. do not exist, Standardized information gathering questions also do not exist. With the Law Enforcement Priority Dispatch system, information gathering questions are built in. Dispatcher will he prompted to collect detailed descriptions of the suspect, vehicles, weapons, etc. and instantaneously relayed to the Police, Fire, EMS responder, immediately and more accurately, and saved in the call file, becoming a permanent part of the case data archive. Dispatchers can rapidly send critical on-scene information to the appropriate emergency responders and update them in real time. Event location and callback information is also verified, The Law Enforcement and Medical Priority Dispatch System Project will also aid in the following Core Capabilities listed in the Regional SPR: i. planning " pages 2. through 5 2. Public Information and Warning pages 6 through 83. Operational Coordination pages 9 through 11 4. Intelligence and Information Sharing - pages 14 through 16 5. Risk and Disaster Resilience Assessment pages 38 through 406. Environmental Response/Health and Safety" pages 45 through 47 7, Infrastructure Systems pages 52 and 53 S. Logistic and Supply Chain Management" pages 54 and 55 9. Mass Care Services - pages 56 and 57 10. Mass Search and Rescue Operations" pages 58 and 59 11. Operational Communications - pages 63 through 65 12. public Health, Healthcare, and Emergency, Medical Services" pages 66 through 68 13, Situational Assessment - pages 69 and 70 Impact Statement: Describe the project goals/objectives and how this project will maintain capabilities or reduce capability gaps. The Law Enforcement and Medical Priority Dispatch System Project will allow MetroCom's 9-1-1 Dispatchers to provide the nationally standardized, best practices, National Academies of Emergency Dispatch-Protocols for both medical and law enforcement scenarios to include terrorist attacks, natural disasters, active shooters, and other multi-jurisdictional, mass casualty situations. Once implemented, this project will immediately enhance our current systems for meeting the demand for public health and medical surge capacity by increasing our Dispatchers' ability to provide pre- and post-arrival instructions in critical situations expediting resources to our 361,350 customers in Corpus Christi and Nueces County. Liability risk will be reduced due to standardization and center certification. These tools will allow MetroCom to provide streamlined information sharing, instruction, guidance, and prioritization to all our customers; both the public health agencies we support and the citizens we serve in any catastrophic event. It will help mitigate the loss of life and property; allow rapid response to save live lives, protect property and the environment; and will help first responders in providing basic human needs on the aftermath of any mass casualty event, including terrorism, Homeland Security Priority Actions: Identify the Texas Homeland Security Priority Action most closely aligned with this project. Each Priority Action is linked with an Objective from the Texas Homeland Security Strategic Plan (HSSP). List the Priority Action by number and text (e.g. 1.2.3 Expand and enhance the network of human sources that can provide detailed and relevant information on known or suspected terrorist and criminal enterprises.) 4.4.4 Enhance current systems and develop new systems for meeting the demand for public health and medical surge capacity. Target Group: Identify the target group and population expected to benefit from this project. MetroCom is the Public Safety Answering Point (PSAP) for: Corpus Christi Police Department, Nueces County Sheriff, Corpus Christi Fire Department, braces County Emergency Services Districts, Flour Bluff Fire Department, Annaville Fire Department, Bluntzer Volunteer Fire Department, Ague Dulce Volunteer Fire Department. On a daily basis, we serve all of the previously mentioned public safety organizations and our primary community of Corpus Christi and Nueces County; population 361,350. However, in the event of catastrophic failure, we are the default PSAP for: Alice Police Department, Aransas Public Safety Center, Beeville Police Department, Bee County Sheriff, Brooks County Sheriff, Duval Sheriff, Freer Police Department, Ingleside Police Department, Jim Wells County Sheriff, Kingsville Police Department, Kleberg County Sheriff, Live Oak County Sheriff, Mathis Police Department, Port Aransas Police Department, Refugio County Sheriff, Rebstown Police Department, San Patricio County Sheriff, and Victoria County Sheriff; and serve a population of approximately 690,801 citizens (PSAP 361,350 and DEFAULT 329,451). Long-Term Approach: Describe how the applicant agency will maintain the capabilities supported by this project without additional federal or state funds, If sustainment is dependent upon federal or state grants, describe the ongoing need for future grants, as applicable. eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE Once this project is implemented tMetroCom will provide the yearly maintenance fee, training, and recertification costs within our current budget. Project Activities Information HSGP Instructions for Project Activity Selection Homeland Security Grant Program (HSGP) applicants should only select one project activity. The eGrants system will allow multiple selections, but each HSGP subrecipient project must fit into one and only one of the Investment Categories that are listed as project activities under the "Activity List". ClerFed Praipet Activities, ACTIVITY PERCENTAGE: DESCRIPTION The project will consist of: purchasing software and reference materials; installing essential software; Operational training staff; certifying staff as Emergency Police AND Medical Dispatchers by the International Academies Coordination 100.00 of Emergency Dispatch (IAED).; Enhancing existing dispatch center/emergency operations center to provide incident notification, coordination and awareness for local jurisdictions. Establishing and maintaining a unified and coordinated operational structure and process that integrates critical stakeholders. Measures Information Objective Output Measures OUTPUT MEASURE TARGET LEVEL Number of exercises conducted. 0 Number of individuals participating In exercises. 0 Number of operational coordination programs (E005/EOC systems or other Incident Command 1 structures) created, maintained or enhanced. Number of people trained. 86 Number of trainings conducted. 16 Objective Outcome Measures OUTCOME MEASURE I TARGET I LEVEL Percent (%) of responders at the appropriate Incident command structure (ICS) training level(s). Custom Output Measures CUSTOM OUTPUT MEASURE TARGET LEVEL eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE U!) Custom Outcome Measures CUSTOM OUTCOME MEASURE TARGET LEVEL Resolution from Governing Body Applications from nonprofit corporations, local units of governments, and other political subdivisions must include a r&Qhghn that contains the following: 1. Authorization by your governing body for the submission of the application to OOG/HSGD that clearly identifies the name of the project for which funding is requested; 2. A commitment to provide all applicable matching funds; 3. A designation of the name and/or title of an authorized official who is given the authority to apply for, accept, reject, alter, or terminate a grant (Note: If a name is provided, you must update HSGD should the official change during the grant period.); and 4. A written assurance that, in the event of loss or misuse of grant funds, the governing body will return all funds to HSGD. Upon approval from your agency's governing body, upload the approved resolution to eGrants by going to the Upload.Files tab and following the instructions on Uploading eGrants Files. Contract Compliance Will HSGD grant funds be used to support any contractual or professional services? Select the Appropriate Response: XYes No For applicant agencies that selected Yes above, describe how you will monitor the activities of the sub-contractor(s) for compliance with the contract provisions (including equipment purchases), deliverables, and all applicable statutes, rules, regulations, and guidelines governing this project. Enter a description for monitoring contract compliance: Contracted services will be procured using local and state procurement requirements/law and best practices. Lobbying For applicant agencies requesting grant funds in excess of $100,000, have any federally appropriated funds been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant loan, or cooperative agreement? Select the Appropriate Response: Yes X No - N/A For applicant agencies that selected either No or N/A above, have any non-federal funds been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress In connection with this federal contract, loan, or cooperative agreement? Yes X No - N/A Fiscal Year Provide the begin and end date for the applicant agency's fiscal year (e.g., 09/01/20xx to 08/31/20xx). Enter the Begin Date [mm/dd/yyyy]: 10/1/2018 Enter the End Date [mm/dd/yyyy]: 9/30/2019 Sources of Financial Support Each applicant must provide the amount of grant funds expended during the most recently completed fiscal year for the following sources: Enter the amount ($) of Federal Grant Funds: 3667945 Enter the amount ($) of State Grant Funds: 3341168 Single Audit eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE U) Applicants who expend less than $750,000 in federal grant funding or less than $750,000 in state grant funding are exempt from the Single Audit Act and cannot charge audit costs to a HSGD grant. However, HSGD may require a limited scope audit as defined in 2 CFR Part 200, Subpart F - Audit Requirements. Has the applicant agency expended federal grant funding of $750,000 or more, or state grant funding of $750,000 or more during the most recently completed fiscal year? Yes No Applicant agencies that selected Yes above, provide the date of your organization's last annual single audit, performed by an independent auditor in accordance with the State of Texas Single Audit Circular; or CFR Part 200, subpart F - Audit Requirements. Enter the date of your last annual single audit: 3/29/2017 Debarment Each applicant agency will certify that it and its principals (as defined in 2 CFR Part 180.995): • Are not presently debarred, suspended, proposed for debarment, declared ineligible, sentenced to a denial of Federal benefits by a State or Federal Court, or voluntarily excluded from participation in this transaction by any federal department or agency; • Have not within a three-year period preceding this application been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; or • Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in the above bullet; and have not within a three-year period preceding this application had one or more public transactions (federal, state, or local) terminated for cause or default. Select the appropriate response: X I Certify - Unable to Certify Enter the debarment justification: FFATA Certification Certification of Recipient Highly Compensated Officers - The Federal Funding Accountability and Transparency Act (FFATA) requires Prime Recipients (HSGD) to report the names and total compensation of each of the five most highly compensated officers (a.k.a. positions) of each sub recipient organization for the most recently completed fiscal year preceding the year in which the grant is awarded if the subrecipient answers YES to the FIRST statement but NO to the SECOND statement listed below. In the sub recipient's preceding completed fiscal year, did the sub recipient receive: (1) 80 percent or more of its annual gross revenue from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements; AND (2) $25,000,000 or more in annual gross revenue from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements? Yes X No Does the public have access to information about the compensation of the senior executives through periodic reports filed under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 780(d)) or Section 6104 of the Internal Revenue Code of 1986? X Yes No If you answered YES to the FIRST statement and NO to the SECOND statement, please provide the name and total compensation amount of each of the five most highly compensated officers (a.k.a. positions) within your agency for the current calendar year. If you answered NO to the first statement you are NOT required to provide the name and compensation amounts. NOTE: "Total compensation" means the complete pay package of each of the sub recipient's compensated officers, including all forms of money, benefits, services, and in-kind payments (see SEC Regulations: 17 CCR 229.402). Position 1 - Name: Position 1 - Total Compensation ($): 0 Position 2 - Name: Position 2 - Total Compensation ($): 0 Position 3 - Name: Position 3 - Total Compensation ($): 0 Position 4 - Name: Position 4 - Total Compensation ($): 0 Positions - Name: Position 5 - Total Compensation ($): 0 eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE!!!) Homeland Security Information FUND SOURCE INFORMATION AND REQUIREMENTS DHS Project Type: Enhance integration of metropolitan area public health/medical and emergency management capabilities Capabilities Core Capability: Operational Coordination Identify if this investment focuses on building new capabilities or sustaining existing capabilities. : New Capabilities (Build) Are the assets or activities Deployable or Shareable: Shareable Check if this Investment requires new construction or renovation, retrofitting, or modification of existing structures - Check if these funds will support a project that was previously funded with HSGP funding Project Manaoement SteD Involved: Check the step that most closely resembles the phase of the project activities to be completed during the grant period. Step: Execute Description: The period within the project lifecycle during which the actual work of creating the project's deliverables is carried out. Process: Involves directing, accomplishing, managing, and completing all phases and aspects of work for a given project, Milestones Milestone: Purchase Software; Completion Date: 02-01-2019 Milestone: Installation of Software; Completion Date: 04-01-2019 Milestone: Training on software; Completion Date: 05-01-2019 Milestone: Go live-run program; Completion Date: 07-01-2019 NIMS Resources - Check if this project supports a NIMS typed resource Enter the name of the typed resources from the Resource Type Library Tool: Enter the ID of the typed resources from the Resource Type Library Tool: Fiscal Capability Information Section 1: Organizational Information Enter the Year in which the Corporation was Founded: Enter the Date that the IRS Letter Granted 501(c)(3) Tax Exemption Status: Enter the Employer Identification Number Assigned by the IRS: Enter the Charter Number assigned by the Texas Secretary of State: Section 2: Accounting System The grantee organization must incorporate an accounting system that will track direct and indirect costs for the organization (general ledger) as well as direct and indirect costs by project (project ledger) The grantee must establish a time and effort system to track personnel costs by project. This should be reported on an hourly basis, or in increments of an hour. Is there a list of your organization's accounts identified by a specific number (i.e., a general ledger of accounts). Select the appropriate response: _Yes No Does the accounting system include a project ledger to record expenditures for each Program by required budget cost categories? Select the appropriate response: - Yes - No eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE U!) Is there a timekeeping system that allows for grant personnel to identify activity and requires signatures by the employee and his or her supervisor? Select the appropriate response: Yes No If you answered 'No' to any question above in the Accounting System section, in the space provided below explain what action will be taken to ensure accountability. Enter your explanation: Section 3: Financial Capability Grant agencies should prepare annual financial statements. At a minimum, current internal balance sheet and income statements are required. A balance sheet is a statement of financial position for a grant agency disclosing assets, liabilities, and retained earnings at a given point in time. An income statement is a summary of revenue and expenses for a grant agency during a fiscal year. Has the grant agency undergone an independent audit? Select the appropriate response: Yes No Does the organization prepare financial statements at least annually? Select the appropriate response: - Yes No According to the organization's most recent Audit or Balance Sheet, are the current total assets greater than the liabilities? Select the appropriate response: Yes No If you selected 'No' to any question above under the Financial Capability section, in the space provided below explain what action will be taken to ensure accountability. Enter your explanation: Section 4: Budgetary Controls Grant agencies should establish a system to track expenditures against budget and / or funded amounts. Are there budgetary controls in effect (e.g., comparison of budget with actual expenditures on a monthly basis) to include drawing down grant funds in excess of: a) Total funds authorized on the Statement of Grant Award? Yes No b) Total funds available for any budget category as stipulated on the Statement of Grant Award? Yes No If you selected 'No' to any question above under the Budgetary Controls section, in the space provided below please explain what action will be taken to ensure accountability. Enter your explanation: Section 5: Internal Controls Grant agencies must safeguard cash receipts, disbursements, and ensure a segregation of duties exist. For example, one person should not have authorization to sign checks and make deposits. Are accounting entries supported by appropriate documentation (e.g., purchase orders, vouchers, receipts, invoices)? Select the appropriate response: Yes - No Is there separation of responsibility in the receipt, payment, and recording of costs? Select the appropriate response: Yes No If you selected 'No' to any question above under the Internal controls section, in the space provided below please explain what action will be taken to ensure accountability. Enter your explanation: Budget Details Information Budget Information by Budget Line Item: IN- CATEGORY SUB DESCRIPTION OOG CASH KIND (WI TOTAL UNIT/% CATEGORY MATCH MATCH $68,131.59 $0.00 $0.00 $0.00 $68,131.59 0 eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE U) Purchase 48 Software Licenses for dispatch and supported EOC including:. ProQA Police is 11 (total number of computers in Call-Taking). ProQA Medical is 11 (total number of computers in Call-Taking). Back-Up Police is 11 (total number of computers in Call-Taking). Back-up Medical is 11 (total number of computers in Call-Taking). Training license for ProQA Police is 2. Training license for ProQA Medical is 2. Contractual 04AP-09-ALRT and Systems, Public Professional Notification and Services Warning 05NP-00-SEIM System, Security Event/Incident Management In-State Registration Fees (Training) Software user Cardsets/Guides for dispatchers to utilize for training and operational use. Training on software and certification of dispatchers in its use. The trip/travel expenses cover the airfare, hotel, rental car expenses for PDC to send 6 different instructors separately to certify 80 Dispatchers, 2 QA Specialists, and IT staff in Equipment Travel and Training $10,890.00 $0.00 $0.00 $0.00 $10,890.00 11 $67,650.00 $0.00 $0.00 $0.00 $67,650.00 11 eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE U) EM D/E P D Quality Assurance, and Settings Administration. That charge also coverts travel expense for PDC staff to perform installation of software, as wells as CAD calibration. Source of Match Information Detail Source of Match/GPI: DESCRIPTION MATCH TYPE I AMOUNT Summary Source of Match/GPI: Total Report Cash Match In Kind GPI Federal Share GPI State Share $0.00 $0.00 $0.00 $0.00 $0.00 Budget Summary Information Budget Summary Information by Budget Category: CATEGORY DOG CASH MATCH IN-KIND MATCH GPI TOTAL Contractual and Professional Services $68,131.59 $0.00 $0.00 $0.00 $68,131.59 Equipment $10,890.00 $0.00 $0.00 $0.00 $10,890.00 Travel and Training $67,650.00 $0.00 $0.00 $0.00 $67,650.00 Budget Grand Total Information: DOG CASH MATCH IN-KIND MATCH GPI TOTAL $146,671.59 $0.00 $0.00 $0.00 $146,671.59 Condition Of Fundings Information eGrants - Project Summary (MAKE SURE YOU CLOSE THIS PAGE U) Condition of Funding I Project Requirement Date Date Met Line Created Hold Funds Hold Item Funds Training Approval Review: Training must be approved by DOG and the Texas Training Point of Contact employed by the Texas Department of Public Safety, Texas Division of Emergency Management to ensure it falls within the FEMA mission to prepare state, local, tribal, and territorial 6/11/2018 No Yes personnel to prevent, protect against, mitigate, respond to, and recover from acts of terrorism and 2:42:02 PM catastrophic events and the jurisdiction's Emergency Operations Plan. Please complete the IQJnfta flvew Forrn to begin the process. Please be advised that DOG has added a Condition of Funding (C0F) that will hold funds on a specific budget line item(s) that must be met. You can review the CoF by going to the Summary 6/11/2018 tab and Clicking on the View Condition of Funding link, Assuming all other Conditions of Funding 2:42:02 PM No No noted on the Statement of Grant award have been met, you will be able to request reimbursement for any line item except for the one(s) with the fund hold until that fund hold Is cleared. You are logged in as User Name: loydneal DATE:December 19, 2018 TO:Keith Selman, Interim City Manager FROM:Robert Rocha, Fire Chief rrocha@cctexas.com 361-826-3932 CAPTION: Ordinance authorizing acceptance of $2,000 grant from Exxon Mobil Corporation for Exxon Mobil’s “Good Neighbor Program”; and appropriating $2,000 into Fire Grant Fund PURPOSE: Each year Exxon Mobil Corporation gives out grants through its “Good Neighbor Program” to public safety agencies in their community to show its appreciation. This year it was awarded to the Corpus Christi Fire Department to be used specifically to purchase any equipment and/or supplies that will directly benefit firefighters. This grant was unsolicited. ALTERNATIVES: If we don’t accept the donation, we will have to seek alternative funding. 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. Acceptance of $2,000 grant from Exxon Mobil Corporation to support Corpus Christi Fire Department AGENDA MEMORANDUM First Reading for the City Council Meeting of 01/15/2019 Second Reading for the City Council Meeting of 01/22/2019 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 $2,000.00 $2,000.00 BALANCE $2,000.00 $2,000.00 Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of this ordinance to execute all documents necessary to accept the donation and appropriate the funds in the amount of $2,000.00. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance authorizing acceptance of $2,000 grant from Exxon Mobil Corporation for Exxon Mobil’s “Good Neighbor Program”; and appropriating $2,000 into 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 donation from Exxon Mobil Corporation in the amount of $2,000 for Exxon Mobil’s “Good Neighbor Program”. SECTION 2. That $2,000 is appropriated in the No. 1062 Fire Grant Fund to be used specifically to enhance emergency response 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 DATE:December 6, 2019 TO:Keith Selman, Interim City Manager FROM:Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 CAPTION: Ordinance authorizing acceptance of two grants totaling $85,124.28 from Texas Office of the Governor – Homeland Security Grant Division, Homeland Security Grant Program; and appropriating $85,124.28 into Fire Grants Fund. PURPOSE: The Texas of the Governor – Homeland Security Grants Division has informed the City of Corpus Christi that our jurisdiction has been awarded two (2) grants totaling $85,124.28 from the Homeland Security Grant Program (HSGP). The purpose of the grants is to support state and local efforts to prevent terrorism and other catastrophic events and to prepare the Nation for the threats and hazards that pose the greatest risk to the security of the United States. A need analysis was conducted, and specialized equipment was identified before applying for the grants. When the special equipment is purchased it will be distributed to the appropriate departments. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Accepting 2 grants totaling $85,124.28 from the Texas Office of the Governor – Homeland Security Grant Division AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting 01/15/2019 Second Reading Ordinance for the City Council Meeting 01/22/2019 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. DEPARTMENTAL CLEARANCES: Legal Finance – Grants and Office of Management and Budget. FINANCIAL IMPACT: X Operating □ Revenue □ Capital □Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $85,124.28 $85,124.28 BALANCE $85,124.28 $85,124.58 Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of this ordinance to accept and appropriate 2 grants totaling $85,124.28 for the purchase of special terrorism prevention equipment. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance authorizing acceptance of two grants totaling $85,124.28 from Texas Office of the Governor – Homeland Security Grant Division, Homeland Security Grant Program; and appropriating $85,124.28 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 2 grants totaling $85,124.28 from the Texas Office of the Governor – Homeland Security Grant Division, Homeland Security Grant Program (HSGP) for law enforcement terrorism prevention activities. Grant Number 3599401 Bomb Squad Enhancement $70,128.00 Grant Number 3598801 Airport CBRNE Response Equipment $14,996.28 Section 2. That $85,124.28 from the Texas Office of the Governor – Homeland Security Grant Division, Homeland Security Grant Program is appropriated into the No. 1062 Fire Grants Fund to carry out homeland security projects associated with each grant 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 __________ 2018, 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:3598801 Award Amount:$14,996.28 Date Awarded:10/23/2018 Grantee Cash Match:$0.00 Grant Period:01/01/2019 - 06/30/2019 Grantee In Kind Match:$0.00 Liquidation Date:09/28/2019 Total Project Cost:$14,996.28 Program Fund:HS-Homeland Security Grant Program (HSGP) Grantee Name:Corpus Christi, City of Project Title:Airport CBRNE Response Equipment 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:8/17/2018 Federal/State Award ID Number: EMW-2018-SS-00022-S01 Total Federal Award/State Funds Appropriated: $89,859,753.00 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. 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:3599401 Award Amount:$70,128.00 Date Awarded:10/23/2018 Grantee Cash Match:$0.00 Grant Period:01/01/2019 - 06/30/2019 Grantee In Kind Match:$0.00 Liquidation Date:09/28/2019 Total Project Cost:$70,128.00 Program Fund:HS-Homeland Security Grant Program (HSGP) Grantee Name:Corpus Christi, City of Project Title:Bomb Squad Enhancement 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:8/17/2018 Federal/State Award ID Number: EMW-2018-SS-00022-S01 Total Federal Award/State Funds Appropriated: $89,859,753.00 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:January 15, 2019 TO:Keith Selman, Interim City Manager FROM:Robert Rocha, Fire Chief RRocha@cctexas.com (361) 826-3932 Kim Baker, Assistant Director of Financial Services Kimb2@cctexas.com (361) 826-3169 CAPTION: Ordinance authorizing the purchase of ten Chevrolet Tahoe Vehicles from Caldwell Country Chevrolet, LLC, of Caldwell, Texas, via Buyboard for a total amount not to exceed $440,356; appropriating $440,356 from the unreserved fund balance of the General Fund; and amending the budget. PURPOSE: The purpose of this ordinance is to approve purchase of Chevrolet Tahoe vehicles for the Corpus Christi Fire Department. BACKGROUND AND FINDINGS: Reliability and dependability are essential for the operation of emergency response vehicles. These units are replacing emergency response vehicles utilized by the Chief Fire Officers. The current response units have over 120,000 miles and are not efficient use of vehicles based on reliability, maintenance and excessive wear and tear due to age. Utilization of the Buyboard provides competitive pricing for the City through competitive procurements that are in with compliance with Texas local and state procurement requirements. ALTERNATIVES: Not applicable Purchase of 10 Chevrolet Tahoe Vehicles for CCFD AGENDA MEMORANDUM First Reading for the City Council Meeting of January 15, 2019 Second Reading for the City Council Meeting of January 22, 2019 OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City’s purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Fire Department FINANCIAL IMPACT: X Operating Revenue Capital Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $440,356 $0.00 $440,356 Encumbered/Expended Amount $0.00 $0.00 $0.00 This item $440,356 $0.00 $440,356 BALANCE $0.00 $0.00 $0.00 Fund(s): General Funds Comments:Funding for this purchase is provided by the $2,120,909.38 reimbursement received via the Texas Ambulance Supplemental Payment Program. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Pricing Sheet Page 1 of 2 Ordinance authorizing the purchase of ten Chevrolet Tahoe Vehicles from Caldwell Country Chevrolet, LLC, of Caldwell, Texas, via Buyboard for a total amount not to exceed $440,356; appropriating $440,356 from the unreserved fund balance of the General Fund; and amending the budget. WHEREAS, ten Chevrolet Tahoe vehicles are needed for the Corpus Christi Fire Department to replace current units; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. SECTION 2.That funds in the amount of $440,356 are appropriated from the unreserved fund balance in General Fund for purchase of ten Chevrolet Tahoe vehicles. SECTION 3. That the FY2018-19 operating budget adopted by Ordinance No. 031548 is amended by increasing expenditures by $440,356. SECTION 4.The City Manager, or designee, is authorized to execute any documents necessary for the purchase of ten Chevrolet Tahoe vehicles from Caldwell Country Chevrolet, LLC, of Caldwell, Texas. Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 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 City of Corpus Christi Price Sheet Purchasing Division Chevrolet Tahoes Buyer: Minerva Alvarado TLGPC 521-16 UNIT EXTENDED PRICE PRICE 1 2019 Chevrolet Tahoe 2 EA $41,846.00 $83,692.00 2 2019 Chevrolet Tahoe 4 EA $49,983.00 $199,932.00 3 2019 Chevrolet Tahoe 3 EA $36,227.00 $108,681.00 4 2019 Chevrolet Tahoe 1 EA $47,651.00 $47,651.00 3 Buyboard Fee 1 EA $400.00 $400.00 Purchase Cost:$440,356.00 Caldwell Country ITEM DESCRIPTION QTY.UNIT Caldwell, TX DATE:January 15, 2019 TO:Keith Selman, Interim City Manager FROM:Esther Velazquez, Assistant to the City Manager EstherV@cctexas.com 361.826.3093 CAPTION: Ordinance amending Chapter 2 of the Corpus Christi Code to modify Corpus Christi Museum of Science and History Advisory Board membership and expand advisory role. PURPOSE: The purpose of this item is to eliminate board member nominations by Friends of the Museum (Friends) and also to enhance member engagement of the Corpus Christi Museum of Science and History (“Museum”) Advisory Board by expanding their roles and responsibilities. BACKGROUND AND FINDINGS: The Advisory Board is comprised of nine (9) voting members appointed by the Mayor, with consent of Council, and serves as an advisory to the Museum and to the City Council in matters of support and development of the Museum. The Advisory Board currently meets on a bi-monthly basis to provide advice in matters related to management of collections, acquisitions for the collections, disposition and deacquisition of objects in and for the collection, and use of Museum facilities. City Council remains the governing authority for the Museum. During the December 6, 2018 regular meeting, the Advisory Board approved amendments to the Ordinance that will eliminate the Friends’ ability to nominate members. The Board feels it is important to keep a distinct separation between the company managing the Museum and nominations to the Board. The Board also approved expanding their role to include more engagement in programming, projects, strategic planning, fund raising and the financial health of the Museum. ALTERNATIVES: It is possible to continue with the current nominees and responsibilities. Amending membership and expanding duties of the Corpus Christi Museum of Science and History Advisory Board AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of (January 15, 2019) Second Reading Ordinance for the City Council Meeting of (January 22, 2019) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY / NON-EMERGENCY: This is a routine, non-controversial item. DEPARTMENTAL CLEARANCES:The Museum Advisory Board reviewed and approved this proposal on December 6, 2018. 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:Not applicable RECOMMENDATION: Staff recommends adoption of this ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance – REDLINED Presentation Ordinance amending Chapter 2 of the Corpus Christi Code to modify Corpus Christi Museum of Science and History Advisory Board membership and expand advisory role BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Corpus Christi Code of Ordinance, Section 2-90 is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: Sec. 2-90. - Created; membership; terms; filling vacancies. (a)There is hereby created the Corpus Christi Museum of Science and History Advisory Board which shall consist of nine (9) members. The board members shall be appointed by the mayor with the advice and consent of the city council. (b)Their terms shall run for a full three (3)years. Upon the occurrence of any vacancy, it shall be filled for the unexpired term. (c)The board members shall be selected as follows: two (2) members shall be nominated by the Friends of the Museum; and seven (7)nine members shall be nominated by the mayor who shall seek one (1)two members from higher education, two (2)members from the field of K-12 education, two (2)members from business community and two (2)three members from community advocates. Of these nine (9)members, at least one (1)member should have a background in science, technology, engineering, or math and one (1)member should have a background in history. (d)Ex officio members without vote shall include the city manager and the Superintendent of the Corpus Christi Independent School District, Calallen Independent School District, Flour Bluff Independent School District, Tuloso-Midway Independent School District, and West Oso Independent School District or their designated representative. SECTION 2.The Corpus Christi Code of Ordinance, Section 2-92 is amended by adding the following language that is underlined (added) and deleting the language that is stricken (deleted) as delineated below: Sec. 2-92. - Meetings; function. (a) The board shall hold regular meetings bimonthly and such special meetings as may be called by the chairman with notice to all members. (b) The advisory board shall serve as an advisor to the museum department City Manager and to the city council in matters of support and development of the museum The board may adopt comprehensive policies relating to the:including but not limited to the following activities: (1) Advice on management of collections; (2) Advice on acquisitions for the collections; (3)Advice on disposition and the de-acquisition of objects in and for the collection; (4) Advice on use of museum facilities; (5) Advice on museum programming; (6) Advice on project accomplishments and impact; (7) Advice on strategic plans and engagement; (8) Engagement in grant development and fundraising; (9) Advice on capital improvement projects; (10) Serve as community advocates and liaisons; (11) Generate comprehensive report of accomplishments, challenges and recommended improvements; (12) Advice on management of museum; (13) Advice on financial health of museum; When adopted by the advisory board and approved by the city manager, the director of the museum shall implement such policies. SECTION 3.This ordinance is effective immediately upon passage. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 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 Council Presentation January 15, 2019 Corpus Christi Museum of Science & History Advisory Board Amendments 1 2 All Members Are Mayoral Appointees Board Member Nominations Nominated By Current Ordinance Proposed Ordinance Friends of the Museum 2 0 Mayor 7 9 Total Members 9 9 3 Board Member Categories Category Current Ordinance Proposed Ordinance Friends of the Museum 2 0 K-12 Education 2 2 Higher Education 1 2 Business Community 2 2 Community Advocates 2 3 Total Members *9 9 *At least 1 Member should have a background in Science, Technology, Engineering or Math (STEM), and at least 1 Member should have a background in History. 4 Questions? DATE:December 27, 2018 TO:Keith Selman, Interim City Manager FROM:Fred Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 ext. 1213 CAPTION: Ordinance authorizing a three-year airline use and lease agreement with United Airlines to be effective as of October 1, 2017, with one two-year option. PURPOSE: United, American, and Southwest Airlines currently operate out of Corpus Christi International Airport (CCIA). A signatory airline use and lease agreement (AULA) is required for and details the terms and conditions for operation at CCIA. In addition, the AULA provides specifics on responsibilities and calculations of the rates and charges to the airlines. BACKGROUND AND FINDINGS: The 2014 Airline Use and Lease Agreement First Amendment between the City of Corpus Christi / Corpus Christi International Airport (CCIA) and United Airlines expired on September 30, 2017. Negotiations began in early January of 2017 with the expressed intent to have a new agreement in place by October 1, 2017. As a result of changes in some airline property managers, internal review processes and new terms and conditions, the finalization of an agreement was significantly delayed beyond September 30, 2017. The existing agreement has a “hold-over” provision that keeps operations going until a new agreement is executed. American and Southwest Airline agreements were previously approved by City Council on final reading on September 25, 2018. Negotiation sessions included Airport Senior Staff, City Attorney Staff along with Trillion Aviation (“Airport Team”) and resulted in a successfully negotiated a three-year agreement with the three airlines serving CCIA. The three-year agreement reflects several modifications and terms that will benefit CCIA over the next few years. Following is brief recap of the major provisions/revisions of the agreement: 1. Cost recovery financial model. Includes a rates and charges model so that the fees billed to the airlines are determined based on actual costs and not predetermined set rates. This ensures proper allocation collection from the airlines. 2. Residual terminal cost center. The methodology for determining rental rates ensures that vacant space is paid for by the airlines (e.g., an unused gate) and the cost is not borne by the airport. 3. Revenue share control. Annually, the airport director at his discretion determines how much non-airline revenue is Authorize a three-year Airline Use and Lease Agreement with United Airlines for airline operations at Corpus Christi International Airport. AGENDA MEMORANDUM First Reading Item for the City Council Meeting of January 15, 2019 Second Reading Item for the City Council Meeting of January 22, 2019 shared with the airlines to apply towards the airline rates. 4. Term flexibility. Airport has set a term and option period structure that allows flexibility for the airport to modify or renegotiate the agreement if a new entrant’s incentives expire and a different methodology needs to be considered. CCIA Staff continues to work on additional service level plans with current carriers and from potential new entrants. As the airline environment continues to evolve, CCIA will continue to explore terms and conditions that will benefit our community and customers. ALTERNATIVES: No viable alternatives exist at this time. OTHER CONSIDERATIONS: Not Applicable EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal, Finance, Budget and Strategic Management FINANCIAL IMPACT: Operating Revenue Capital Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only)Current Year Future Years TOTALS Line Item Budget $878,811 $878,811 Encumbered / Expended Amount This item (additional revenue)$299,925 $299,925 BALANCE $1,178,736 $1,178,736 Fund(s): Airport Fund - 4610 Comments:None RECOMMENDATION: Staff requests approval of the lease agreement as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance United Airlines – Original Lease Agreements Ordinance authorizing a three-year airline use and lease agreement with United Airlines to be effective as of October 1, 2017, with one two-year option. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or his designee, is authorized to execute a three-year signatory airline use and lease agreement with United Airlines, Inc., with one two-year option to extend, and the agreement is ratified to be effective for all intents and purposes as of October 1,2017. SECTION 2.If for any reason any section, paragraph, subdivision, clause, phrase, or word of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, or word of this ordinance,for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, or word of this ordinance be given full force and effect for itspurpose. 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 Roland Barrera Rudy Garza Paulette Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith The foregoing ordinance was read for the second time and passed finally on this the day of , 2019, by the following vote: Joe McComb Roland Barrera Rudy Garza Paulette Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith PASSED AND APPROVED this the day of , 2019 ATTEST:CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor TABLE OF CONTENTS ARTICLE 1: DEFINITIONS 2 ARTICLE 2: EFFECTIVE DATE 7 ARTICLE 3: TERM 7 ARTICLE 4: PREMISES 8 ARTICLE 5: USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 9 ARTICLE 6: CAPITAL IMPROVEMENTS 19 ARTICLE 7: RENTALS, FEES, AND CHARGES 20 ARTICLE 8: CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 29 ARTICLE 9: SIGNATORY AIRLINE IMPROVEMENTS 31 ARTICLE 10: DAMAGE OR DESTRUCTION 33 ARTICLE 11: INDEMNIFICATION AND INSURANCE 35 ARTICLE 12: TERMINATION BY CITY 37 ARTICLE 13: TERMINATION BY SIGNATORY AIRLINE 40 ARTICLE 14: SURRENDER OF SIGNATORY AIRLINE PREMISES 41 ARTICLE 15: ASSIGNMENT AND SUBLETTING AGREEMENTS 42 ARTICLE 16: AVAILABILITY OF ADEQUATE FACILITIES 44 ARTICLE 17: GOVERNMENT INCLUSION 45 ARTICLE 18: GENERAL PROVISIONS 47 LIST OF EXHIBITS A Airport Layout B Leased Premises C (Reserved) D Designation of Responsibilities for Operation and Maintenance E Monthly Statistical / Activity Report F (Reserved) G Rentals, Fees and Charges — Demonstrative Illustration Calculation Example THIS AGREEMENT is made and entered into by and between the City of Corpus Christi, a municipal corporation and political subdivision of the state of Texas, hereinafter referred to as "City," and United Airlines, Inc., a corporation organized and existing under the laws of the state of Delaware and authorized to do business in the state of Texas, hereinafter referred to as "Signatory Airline." WHEREAS, City is the owner of the Corpus Christi International Airport, located in Corpus Christi, Texas, hereinafter referred to as the "Airport"; WHEREAS, City is responsible for the operation, maintenance and improvement of the Airport; WHEREAS, City has the right to lease and license the use of property and facilities on the Airport and has full power and authority to enter into this Agreement in respect thereof; and WHEREAS, Signatory Airline is a corporation primarily engaged in the business of scheduled transportation by air of persons, property, mail and/or cargo; WHEREAS, Signatory Airline desires to obtain certain rights, services and privileges in connection with the use of the Airport and its facilities, and City is willing to grant and lease the same to Signatory Airline upon the terms and conditions hereinafter stated; and WHEREAS, the intent of the parties hereto is to enter into an agreement which will more definitively specify the rights and obligations of the parties with respect to the operation of the Airport by City and the use and occupancy of Airport by Signatory Airline, and this Agreement is responsive to and in accordance with that intent; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Signatory Airline do hereby mutually undertake, promise and agree, each for itself and its successors and assigns, as follows: 1 ARTICLE 1: DEFINITIONS The following words, terms and phrases wherever used in this Agreement shall for the purposes of this Agreement have the following meanings: Affiliate Airline means any Air Transportation Company that (i) operates flights under the designator code of a Signatory Airline, as designated in writing by Signatory Airline from time to time; (ii) operates under essentially the same trade name, or uses essentially the same livery, as Signatory Airline at the Airport; or (iii) is controlling, controlled by, or under common control with Signatory Airline. Designated Affiliate Airline shall have the rights afforded Signatory Airline without payment of any additional charges or premiums provided: (a) Signatory Airline remains a signatory to this Agreement; (b) Signatory Airline agrees and shall be obligated to serve as a financial guarantor for all rents, fees, and charges incurred by the Affiliate Airline on behalf of that particular Signatory Airline and that Signatory Airline has designated the Affiliate Airline to operate on its behalf at the Airport; and (c) the Affiliate Airline has executed an Operating Agreement with City. Agreement means this Signatory Airline Use and Lease Agreement between City and Signatory Airline, as the same may be amended or supplemented from time to time. Air Transportation Company means a company engaged in the business of scheduled or non-- scheduled commercial transportation by air of persons, property, mail, and/or cargo. Airfield means the runways, taxiways, taxilanes, Apron Area, and all other pavement used for the servicing and parking of aircraft and equipment. Airline Airport Affairs Committee (AAAC) means collectively the authorized representatives of each Signatory Airline which shall meet or conduct conference calls from time to time with representatives of the City to receive information and provide input from the Signatory Airlines with regard to the planning, development, operation and financing of the Airport. Airport means the Corpus Christi International Airport, owned and operated by the City, the boundaries of which are more particularly shown on Exhibit "A", attached hereto and made a part hereof, including all real property and easements, improvements and appurtenances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies and other tangible personal property, or interest in any of the foregoing, now or hereafter leased or acquired by City, less any thereof which may be consumed, sold or otherwise disposed of. 2 Airport Requirement means, for any Fiscal Year, the City's estimate of the following: (1) Operating and Maintenance Expenses; (2) Debt Service including coverage requirements but excluding Debt Service paid by passenger facility charges ("PFCs") and/or grants; (3) those amounts required to be deposited during the Fiscal Year to any fund created pursuant to the terms of the Master Bond Ordinance; (4) the amount of any judgment or settlement arising out of or as a result of the ownership, operation, or maintenance of the Airport or any City -owned or operated Airport -related facility payable by the City during said Fiscal Year, including, but not limited to, the amount of any such judgment or settlement arising out of or as a result of any claim, action, proceeding or suit alleging a taking of property or an interest in property without just or adequate compensation, trespass, nuisance, property damage, personal injury, or any other claim, action, proceeding, or suit based upon or relative to any environmental impact resulting from the use of the Airport for the landing and taking off of aircraft; (5) the amount, less grants, required to fund any eligible Capital Improvement on the Airport; and (6) any and all other sums, amounts, charges, or requirements of City related to the Airport to be recovered, charged, set aside, expensed, or accounted for during such Fiscal Year under City's accounting system or this Agreement; provided, however, that the Airport Requirement shall not include any amounts included in (1) through (6) that are (i) chargeable to a special facility, (ii) a direct charge to less than all Air Transportation Companies as a result of the terms of this Agreement, or (iii) incurred in connection with a tenant improvement. Apron Area means those parts of the aircraft parking area immediately adjacent to the Terminal, as designated by the City, that are used for the parking of aircraft and active ground service equipment, and the loading and unloading of aircraft as shown on Exhibit "B", attached hereto and made a part hereof. BIDS means the Baggage Information Display System. Bonds means any financing or debt instrument or obligation of the City issued for the purposes of improving the Airport. Capital Improvement means the Net Capital Cost to acquire, purchase or construct capital item(s) or project(s) for the purpose(s) of improving, maintaining, or developing the Airport including expenses for development, design, permitting, construction management, analysis, review or planning efforts with a cost greater than one hundred thousand dollars (>$100,000). 3 Capital Improvements must be amortized over the useful life of the asset. Debt Service means that portion of the principal and interest due on debt obligations created by the Master Bond Ordinance and all other Airport debt obligations. Deplaned Passenger means any passenger disembarking from an Air Transportation Company aircraft at the Terminal. Director means the Director of the Department of Aviation and shall include such person or persons as may from time to time be authorized by City or by the Director or applicable law to act for the Director with respect to any or all matters pertaining to this Agreement. Enplaned Passenger means any passenger boarding an Air Transportation Company aircraft at the Terminal. Exclusive Use Premises means those portions of the Terminal consisting of the airline ticket offices, operations space, and any baggage service office leased by Signatory Airline in the Terminal, as shown on Exhibit "B" to which Signatory Airline shall have exclusive use. FAA means the Federal Aviation Administration, or its authorized successor(s). Fiscal Year means the annual accounting period of City for its general accounting purposes which, at the time of entering into this Agreement, is the period of twelve consecutive months, beginning with the first day of October of any year. Gate Use Fee means the per turn facility use charge assessed to an Air Transportation Company for the ad hoc use of a gate holdroom and associated Apron Area. This fee is not applicable for use by Signatory Airline of its leased gate holdroom(s) and associated Apron Area(s). Such fees shall be derived annually based on an airport wide metric of total gate holdroom space and Apron Area times the applicable rental rates and then divided by the total commercial passenger airline operations. Joint Use Premises means the areas in the Terminal consisting of the baggage claim, tug drive, and security check areas as shown on Exhibit "B" which all Signatory Airlines use and share in the cost per the Joint Use Charges Formula. 4 Joint Use Charges Formula means that formula which prorates the total cost of Joint Use Premises among all Signatory Airlines based upon one hundred percent (100%) of each Signatory Airline's (and its Affiliate Airlines) proportionate share of Enplaned Passengers. Leased Premises means collectively, Signatory Airline's leased Exclusive Use Premises, Preferential Use Premises and Joint Use Premises as shown on Exhibit "B". Master Bond Ordinance means City's master bond ordinance number 024163 or any successor master bond ordinance that authorizes City to issue bonds or other debt instruments for the benefit of the Airport. Maximum Gross Landed Weight means the maximum certificated gross landing weight, as stated in each Air Transportation Company's flight operations manual, at which each category of aircraft type operated at the Airport by each Air Transportation Company is certificated by the FAA. MUFIDS means Multi -User Flight Information Display System. Net Capital Cost means the aggregate cost of any Capital Improvement less amounts used from the proceeds of: (i) grants-in-aid; (ii) PFCs; (iii) Bonds for which the Debt Service will not be paid from Rentals, Fees, and Charges; (iv) Bonds for which the Debt Service is to be paid for by PFCs, or (v) other financing by City for which the Debt Service will not be paid from Rentals, Fees, and Charges. Non -Signatory Airline means any Air Transportation Company providing service at the Airport that has not signed this Agreement or a substantially similar agreement and such Non -Signatory Airline shall pay one hundred twenty five percent (125%) of all applicable Rentals, Fees, and Charges. Operating Agreement means an agreement entered into by and between any designated Affiliate Airline, or any ground handling company acting on behalf of Signatory Airline, operating at the Airport and the City that shall define the operational and liability requirements between the parties consistent with the terms and conditions of this Agreement. 5 Operation and Maintenance Expenses (or "O&M Expenses") means, for any Fiscal Year, the costs incurred by the City in operating and maintaining the Airport during such Fiscal Year, either directly or indirectly, whether similar or dissimilar, which under generally accepted accounting principles, are properly chargeable as expenses to the Airport, including expenses allocated to the Airport by the City in accordance with practices and procedures of the City in accordance with the adopted budget, as may be revised by the City, and taxes payable by the City, if applicable, which may be lawfully imposed upon the Airport by entities other than the City. Preferential Use Premises means those portions of the Terminal consisting of the ticket counters and allocated queue space, the baggage make-up belt and support space, gate holdrooms, ground service equipment ("GSE") storage area, and Apron Area leased by Signatory Airline in or adjacent to the Terminal, as shown on Exhibit "B" to which Signatory Airline shall have priority over all other users. Rentals, Fees, and Charges means the rentals, fees, and charges payable by Signatory Airline pursuant to Article 7. Revenue Landing means any scheduled aircraft landing by an Air Transportation Company at the Airport for which Air Transportation Company makes a charge or for which revenue is derived for the transportation by air of persons, property, cargo or mail, but Revenue Landings shall not include Air Transportation Company's training flights or any landing of an aircraft which, after having taken off from Airport and without making a landing at any other airport, returns to land at Airport because of meteorological conditions, mechanical or operating causes, or any other reason of emergency or precaution. Revenues means income accrued by the City in accordance with generally accepted accounting practices, including investment earnings, from or in connection with the ownership or operation of the Airport or any part thereof, or the leasing or use thereof but specifically excluding: (a) non- operating income (and receipts) from the sale of assets or the amount from insurance claims, (b) federal, state or local grants-in-aid or reimbursements, and (c) PFCs. Signatory Airline means an Air Transportation Company that has executed this Agreement or a substantially similar agreement. Term means the period beginning on the Effective Date and, except as otherwise set forth 6 herein, terminating on the date set forth in Article 3. Terminal means the airline passenger terminal building owned and operated by City at the Airport. Terminal Equipment means all equipment provided and maintained by the City that is used by the Signatory Airline in the processing of Enplaned Passengers and Deplaned Passengers. Terminal Equipment includes MUFIDS, BIDS, baggage claim system, podium back wall screens, passenger loading bridges and gate baggage handling devices, supplemental power systems, and the public address system. The Terminal Equipment is subject to change during the Term of this Agreement. Additional words and phrases used in this Agreement but not defined herein shall have their usual and customary meaning. Singular means plural and vice versa, in context. ARTICLE 2: EFFECTIVE DATE 2.01 Effective Date. The Effective Date of this Agreement is October 1, 2017. 2.02 Termination of Prior Agreement. On the Effective Date, the Signatory Airline Use and Lease Agreement dated August 1, 2009, as amended, between Signatory Airline and City shall terminate. However, any terms, conditions or provisions specifically intended to survive the expiration or termination of that agreement shall continue in effect. ARTICLE 3: TERM 3.01. The Term of this Agreement begins on the Effective Date set forth in Article 2 and shall remain in effect for a period of three (3) years, terminating at 11:59 pm on September 30, 2020, subject to earlier termination as herein provided. 3.02. Upon expiration of the Term or the "extension period" under 3.03, if applicable, any occupancy of the Leased Premises by Signatory Airline will be considered a "holdover tenancy" and operate as a month-to-month tenancy under the same terms and conditions in this Agreement, except for Rentals, Fees and Charges. Unless the parties are engaged in good faith negotiations as reasonably determined by City, City shall have the right to establish and implement holdover Rentals, Fees, and 7 Charges in accordance with FAA's "Policy Regarding Airport Rates and Charges", upon thirty calendar days written notice from the Director. 3.03. So long as Signatory Airline is not in default of any terms of this Agreement, the Term of this Agreement may be extended for one (1) two-year "extension period" from October 1, 2020 through September 30, 2022. To extend, the City first shall give written notice to Signatory Airline of City's intent to extend the Agreement no less than six (6) months prior to the expiration of the Term of this Agreement. If Signatory Airline is willing to extend, Signatory Airline will provide the City written notice of Signatory Airline's intent within thirty (30) calendar days from receipt of the City's notice of intent to extend. Unless a majority of Signatory Airlines (majority, as measured both by number of Signatory Airlines and by total enplanements of the Signatory Airlines over the immediately preceding twelve month period from the written notice) specifically withhold concurrence to extend, this Agreement shall continue for the above designated extension period. If a majority of Signatory Airlines provide notice of intent to extend, but Signatory Airline does not provide prompt written notice of its intent to extend, then Signatory Airline will have no obligation to extend the Agreement and will continue as a holdover tenant on a month to month basis. Such Signatory Airline shall pay Rentals, Fees and Charges as a Non - Signatory Airline for the entire extension period. City shall provide written notification of the resulting Term extension, or lack thereof, to all Signatory Airlines. ARTICLE 4: PREMISES 4.01 Signatory Airline's Leased Premises. A. City does hereby lease and demise to Signatory Airline, and Signatory Airline does hereby lease and accept from City, the Leased Premises, as may be modified from time to time, as set forth in Exhibit "B". B. Any relocation or square footage changes to Signatory Airline's Exclusive Use Premises or Preferential Use Premises made by Signatory Airline after commencement of this Agreement requires the prior written approval of the Director. After approval, Signatory Airline will submit plans prior to the commencement of the change as well as "as -built" drawings following completion. Upon completion and acceptance by the Director, the changes shall be evidenced by an amendment to this Agreement with revised exhibits. C. In the event that changes to Exhibit "B" are made to reflect changes in the Leased 8 Premises other than those contemplated in Section 4.01 B above, then revised exhibits may be substituted herein without the necessity for formal amendment of this Agreement. D. Terminal Equipment owned or acquired by City for use by Signatory Airline in Signatory Airline's Leased Premises shall be maintained by the City and remain the property and under the control of the City. The cost of providing and maintaining Terminal Equipment shall be included in the O&M Expenses. 4.02 Employee Parking. City will make available area(s) at the Airport, which location may be adjusted from time to time at the sole discretion of the Director, for vehicular parking for Signatory Airline's employees based at the Terminal; provided however, such area(s) shall not be used for the storage of vehicles or trailers, or for parking when the employee is traveling for leisure. The City may establish and charge Signatory Airline a reasonable parking fee for all employee parking. Employee parking permits are for Signatory Airline's employees use only and are not transferable. 4.03 International Arrivals Facility. City has developed an international arrivals facility in the Terminal to be used by agencies of the United States Government, based upon demand, for the inspection of passengers and their baggage, and for the exercise of the responsibilities of said agencies with respect to the movement of persons and property to and from the United States. The gate holdroom area used for international passengers is used for domestic flights when not used for international arrivals. Any revenues collected for the international arrival uses of the gate holdroom area will be credited to the Terminal requirement in Article 7. ARTICLE 5: USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 5.01 Signatory Airline Rights and Privileges. Subject to the terms of this Agreement, Signatory Airline shall have the right to conduct Signatory Airline's air transportation business at the Airport and to perform the following operations and functions as are reasonably necessary to the conduct of such business at the Airport: A. The landing, taking off, flying over, taxiing, towing, and conditioning of Signatory Airline's aircraft and, in areas designated by City, the extended parking, servicing, loading or unloading, storage or maintenance of Signatory Airline's aircraft and support equipment subject to Sections 5.01.F, 5.01.G, and 5.02.C, subject to the availability of space, and to such reasonable charges 9 and regulations as City may establish; provided, however, Signatory Airline shall not permit the use of the Airfield by any aircraft operated or controlled by Signatory Airline which exceeds the load bearing design strength or capability of the Airfield as described in the then -current FAA - approved Airport Layout Plan ("ALP") or other engineering evaluations performed subsequent to the then -current ALP, including the then -current Airport Certification Manual, except in emergencies affecting human life. B. The sale of air transportation tickets and services, the processing of passengers and their baggage for air travel, and the sale, handling, and providing of mail, freight and express services. C. The training of personnel in the employ of or to be employed by Signatory Airline and the testing of aircraft and other equipment being utilized at the Airport in the operation of Signatory Airline's air transportation business; provided, however, said training and testing shall be incidental to the use of the Airport in the operation by Signatory Airline of its air transportation business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. The City reserves the right to restrict or prohibit such training and testing operations as it deems interferes with the use of the Airport. D. The sale, disposition or exchange of Signatory Airline's aircraft, engines, accessories, gasoline, oil, grease, lubricants, fuel or other similar equipment or supplies; provided, however, Signatory Airline shall not sell aviation fuels or propellants except (i) to such Air Transportation Company which is a successor company to Signatory Airline, (ii) an Air Transportation Company which is a wholly owned subsidiary or Affiliate Airline of Signatory Airline or (iii) when a comparable grade and type of fuel desired by others is not available at the Airport except from Signatory Airline. Signatory Airline may not sell, dispose of or exchange new or used gasoline, oil, greases, lubricants, fuel, or other propellants unless disposed of in a manner meeting all local, state, and federal regulations for those products requiring disposal due to routine maintenance. E. The purchase at the Airport or elsewhere, of fuels, lubricants and any other supplies and services, from any person or company, shall be subject to Section 5.01.D and to the City's right to require that each provider of services and/or supplies to Signatory Airline secures a permit from City to conduct such activity at the Airport, pays required fees, and abides by all reasonable rules and regulations established by City. No discriminatory limitations or restrictions shall be imposed by City that interfere with such purchases; provided, however, nothing herein shall be 10 construed to permit Signatory Airline to store aviation fuels at the Airport. The granting of the right to store aviation fuels shall be subject to the execution of a separate agreement between Signatory Airline and City. F. The servicing by Signatory Airline or its suppliers of aircraft being utilized at the Airport by Signatory Airline at Signatory Airline's Preferential Use Premises or such other locations as may be designated by the Director. Servicing at the Preferential Use Premises shall be limited to light maintenance supporting active flights. Maintenance on aircraft for flights that have been cancelled due to mechanical reasons may, at the discretion of the Director, be required to be towed away from the Terminal to a location designated by the Director. G. The loading and unloading of persons, property, cargo, and mail by motor vehicles or other means of conveyance approved by City on Signatory Airline's Exclusive Use Premises and Preferential Use Premises or such other locations as may be designated by the Director. H. The installation and maintenance, at Signatory Airline's expense, of identifying signs in Signatory Airline's Preferential Use Premises shall be subject to the prior written approval of the Director. The general type and design of such signs shall be harmonious and in keeping with the pattern and decor of the Terminal areas. Nothing herein shall be deemed to prohibit Signatory Airline's installation on the walls behind ticket counters identification and company logo signs as are customarily installed by Signatory Airline in such areas at comparable airport facilities. Signatory Airline shall not install any promotional signage in the Preferential Use Premises without the prior written consent of the Director. I. The installation, maintenance and operation, at no cost to City, of such radio communication, computer, meteorological and aerial navigation equipment and facilities in Signatory Airline's Exclusive Use Premises or Preferential Use Premises as may be necessary for the operation of its air transportation business; provided, however, that the location of such equipment and facilities, method of installation and type of equipment shall be subject to the prior written approval of the Director, which shall not be unreasonably withheld. City shall have the right to charge a reasonable fee, surcharge, or rental charge for any location outside of Signatory Airline's Exclusive Use Premises or Preferential Use Premises and shall be entitled to any revenues generated directly from the operation of such equipment. City may disapprove or require modification, removal, or relocation of such equipment if it interferes with other communication, meteorological, or aerial navigation systems operated by City, other tenants, or 11 governmental agencies. Upon abandonment or removal of any such system, Signatory Airline shall restore the Exclusive Use Premises or Preferential Use Premises or any other premises where the equipment is installed to its original condition, normal wear and tear excepted. J. Such rights of way as may reasonably be required by Signatory Airline for communications, computer equipment, telephone, interphone, conveyor systems and power and other transmission lines in areas not leased by Signatory Airline, subject to the availability of space and/or ground areas as reasonably determined by the Director. All communication cables are to be installed in cable trays (or otherwise properly supported) and shall be in compliance with all applicable building codes. Communication cable and internal electrical wires are the responsibility of Signatory Airline from the demarcation point and electrical wiring is the responsibility of Signatory Airline from the metered source. K. Signatory Airline shall provide real time electronic flight arrival and departure information through the City -installed MUFID and BID systems or by any other method to which Signatory Airline and the City agree. L. Signatory Airline shall have the right to use, in common with others so authorized, the public address system serving the Terminal. Signatory Airline shall not install, cause to be installed, or use any other public address system at the Terminal without the prior approval of City. The City reserves the right to establish a charge for the use of such system. M. The installation of personal property, including furniture, furnishings, supplies, machinery, equipment, and self -ticketing machines in Signatory Airline's Exclusive Use Premises or Preferential Use Premises as Signatory Airline may deem necessary or prudent for the operation of its air transportation business. Title to such personal property shall remain with Signatory Airline, subject to the provisions of this Agreement. N. Signatory Airline shall have the right to ingress to and egress from the Airport and Signatory Airline's Leased Premises for Signatory Airline's officers, employees, agents and invitees, including passengers, suppliers of materials, furnishers of services, aircraft, equipment, vehicles, machinery and other property. Such right shall be subject to 49 CFR Part 1542 Airport Security and all other applicable regulations and the City's right to establish rules and regulations governing (i) the general public, including Signatory Airline's passengers, and (ii) access to non- public areas at the Airport by Signatory Airline's employees, suppliers of materials and furnisher 12 of services; provided, however, any such rules and regulations of the City shall not unreasonably interfere with the operation of Signatory Airline's air transportation business. Further, the City reserves the right to, from time to time, temporarily or permanently restrict the use of any roadway or other area at the Airport. In the event of such restrictions, and as necessary, the City shall ensure the availability of a reasonably equivalent means of ingress and egress. The City will consult with Signatory Airline prior to any such closing which would adversely affect Signatory Airline's operations at the Airport unless such closing is necessitated by circumstances which pose an immediate threat to the health or safety of persons using the Airport. Signatory Airline hereby releases and discharges the City, its successors and assigns, from any and all claims, demands or causes of action which Signatory Airline may have arising from the fact that such areas have been closed. 0. The rights and privileges granted to Signatory Airline pursuant to this Article 5 may be exercised on behalf of Signatory Airline by other Signatory Airlines, Affiliate Airlines, or contractors authorized by City to provide such services at the Airport, subject to the prior written approval of City and further subject to all laws, rules, regulations and fees and charges as may be applicable to the activities undertaken. 5.02 Exclusions and Reservations. A. Nothing in this Article 5 shall be construed as authorizing Signatory Airline to conduct any business separate and apart from the conduct of its air transportation business at the Terminal. Signatory Airline shall not use or permit the use of any portion of Signatory Airline's Leased Premises for the purpose of selling, offering for sale, dispensing or providing any merchandise, food and beverages, products, services, or advertising that directly competes with an authorized Airport concession except for vending machines in Signatory Airline's Exclusive Use Premises not accessible to public and nothing contained herein is intended to or shall be construed to authorize or permit the Signatory Airline to conduct any activity or to operate any direct or indirect business operation which in any manner competes with any authorized concession activity at the Airport without the prior written of approval of the Director and the payment to the City of concession fees. However, payment of a concession fee will not be required from Signatory Airline and approval of the Director will not be required when (i) an authorized ground handling company services Signatory Airline pursuant to this Agreement, or (ii) Signatory Airline provides complimentary light snacks and bottled water to its passengers at the Airport under the following terms and conditions: in the event of certain extraordinary irregular operations (1) where 13 Signatory Airline has a designated flight "delay" program to provide complimentary light snacks and bottled water to its passengers, or (2) where the normal food and beverage concessionaire(s) operating in the Terminal on a regular basis is unable to provide food and beverage services, then Signatory Airline shall have the right to provide complimentary light snacks and bottled water to its passengers within the Signatory Airline's Preferential Use Premises. B. Signatory Airline shall not knowingly interfere or permit interference with the use, operation or maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fire protection, utility, electrical, or other systems installed or located from time to time at the Airport; and Signatory Airline shall not engage in any activity prohibited by any future approved 14 CFR Part 150 program, or existing noise abatement procedures of FAA or as such may be amended from time to time, except in cases of emergencies or safety concerns. C. As soon as possible after release from proper authorities, Signatory Airline shall remove any of its disabled aircraft from the Airfield, shall place any such disabled aircraft only in such storage areas as may be designated by the Director, and shall store such disabled aircraft only upon such terms and conditions as may be established by the Director; provided, however, Signatory Airline shall be requested to remove such disabled aircraft from Signatory Airline's Preferential Use Premises only if deemed necessary in accordance with Article 16. In the event Signatory Airline shall fail to remove any of its disabled aircraft as expeditiously as possible, the Director may, but shall not be obligated to, cause the removal of such disabled aircraft; provided however, the Director shall give Signatory Airline prior written notice of its intent to do so and provided further that the Director shall use reasonable efforts to remove such aircraft. Signatory Airline shall pay to City, upon receipt of invoice, the costs incurred for such removal. D. Signatory Airline shall not do or permit to be done anything, either by act or failure to act, that shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance for the Airport, or that shall cause a hazardous condition so as to increase the risks normally attendant upon operations permitted by this Agreement. If such Signatory Airline act, or failure to act, shall cause cancellation of any policy, then Signatory Airline shall immediately, upon notification by City, do whatever shall be necessary to cause reinstatement of said insurance. Furthermore, if Signatory Airline shall do or permit to be done any act not permitted under this Agreement, or fail to do any act required under this Agreement, regardless of whether 14 such act shall constitute a breach of this Agreement, which is the sole cause of an increase in the City's insurance premium for the Airport, Signatory Airline shall immediately remedy such actions and pay the increase in premium associated with the act upon notice from City to do so and after a sixty (60) calendar day period for Signatory Airline to contest the increase. E. City may, at its sole option, install or cause to be installed advertising and revenue generating devices, including vending machines, in Signatory Airline's Preferential Use Premises or Joint Use Premises; provided, however, that such installations shall not unreasonably interfere with Signatory Airline's operations authorized hereunder or substantially diminish the square footage contained in Signatory Airline's Preferential Use Premises or Joint Use Premises. City may also, at its sole option, install pay telephones, facsimile machines, or other self-service traveler amenities in any part of the Terminal; provided, however, installation of such devices in Preferential Use Premises shall be with Signatory Airline's prior consent, which consent shall not unreasonably be withheld or delayed. City shall be entitled to all income generated by such telephones and devices and to reasonable access upon Signatory Airline's Preferential Use Premises to install or service such telephones and devices. City reserves the right to install such devices in Preferential Use Premises or Joint Use Premises provided the installation does not disrupt passenger access. City will not install any advertising on Signatory Airline's ticket counter backwall or holdroom gate podium backwall. F. Signatory Airline must comply with, and require its officers and employees, contractors, and any other persons over whom it has control to comply with, such rules and regulations governing the use of Airport facilities pursuant to this Agreement as may from time to time be adopted and promulgated by City including, but not limited to, health, safety, environmental concerns, sanitation, and good order, and with such amendments, revisions, or extensions thereof as may from time to time be adopted and promulgated by City. Signatory Airline will not do or authorize to be done anything that may interfere with the effectiveness of the drainage and sewage system, water system, communications system, fire protection system, or other part of the utility, electrical or other systems installed or located from time to time at the Airport. G. Signatory Airline must coordinate training flights and other nonscheduled flight activities into and out of Airport with the Director. If requested by City, Signatory Airline must restrict all such activities to certain hours established by the Director so as to not unreasonably interfere with scheduled flight activities of other Air Transportation Companies using the Airport. 15 H. Signatory Airline must comply with all requirements of the Americans with Disabilities Act ("ADA"), as it may be amended, including without limitation paying for the cost of removing all of Signatory Airline's tenant improvement barriers within Signatory Airline's Exclusive Use Premises or Preferential Use Premises, necessary to gain access to the Signatory Airline's Exclusive Use Premises or Preferential Use Premises. I. Signatory Airline may use Terminal Equipment within Signatory Airline's Leased Premises. Signatory Airline shall ensure that those personnel involved in the use of Terminal Equipment are properly trained in the use and operation of the devices in a safe manner. Except to the extent prevented by Texas' Workers' Compensation law, Signatory Airline shall indemnify the City from any and all claims for damages made against the City due to injury, death, or damage to persons or property resulting from use of Terminal Equipment by Signatory Airline, its agents, employees, or officers. The City shall conduct maintenance on the Terminal Equipment so as to keep it in proper working order. Any necessary repairs to or replacement of the Terminal Equipment shall be the City's responsibility. If damage is caused by Signatory Airline's negligence or inappropriate use of the Terminal Equipment, the City will repair or replace the Terminal Equipment and charge Signatory Airline for such repair or replacement. J. The rights and privileges granted Signatory Airline pursuant to this Article 5.01 and Article 5.02 shall be subject to any and all reasonable rules and regulations established by City and to the provisions of Article 7. In case of a conflict between provisions of this Agreement and the Airport rules and regulations, the provisions of this Agreement shall prevail and control. K. Any and all rights and privileges not specifically granted to Signatory Airline for its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to City. 5.03 City's Operation and Maintenance Obligations. A. City shall with reasonable diligence, prudently develop, improve, and at all times maintain and operate the Airport with adequate qualified personnel and keep the Airport in good repair, unless such maintenance, operation or repair shall be Signatory Airline's obligation pursuant to Exhibit "D", attached hereto and made a part hereof. B. City shall use reasonable efforts to keep the Airport and its aerial approaches free from 16 ground obstruction for the safe and proper use thereof by Signatory Airline. C. City shall not be liable to Signatory Airline for temporary failure to furnish all or any of such services to be provided in accordance with Exhibit "D" when due to mechanical breakdown or any other cause beyond the reasonable control of City. City shall use commercially reasonable efforts to i) ensure the good repair of the Airport and the services described in Exhibit "0"; and ii) eliminate a failure thereof in order to minimize the effect to Signatory Airline as soon as possible. D. City shall maintain Terminal Equipment, pursuant to Exhibit "D", and striping for ground service equipment locations at the Preferential Use Premises. 5.04 Signatory Airline's Operation and Maintenance Obligations. A. Signatory Airline shall, at all times and at its own expense, preserve and keep Signatory Airline's Exclusive Use Premises and Preferential Use Premises in an orderly, clean, neat and sanitary condition in accordance with Signatory Airline's obligations pursuant to Exhibit "D." B. Signatory Airline shall maintain, at its own expense, its Exclusive Use Premises and Preferential Use Premises as free as possible of any release of fuel, oil and debris. Signatory Airline agrees to comply with all applicable environmental laws, rules, regulations, orders and/or permits applicable to Signatory Airline's operations on or in the vicinity of the Airport, including but not limited to applicable National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, and/or disposal of hazardous or regulated substances (as such terms are defined under applicable law). Signatory Airline must not knowingly use, store, generate, treat, or dispose of any hazardous or regulated substances or waste on or near the Airport without first obtaining all required permits and approvals from all authorities having jurisdiction over Signatory Airline's operations on or near the Airport. If Signatory Airline determines at any time through any means that any threat of any potential harm to the environment, resulting from any release, discharge, spill, or deposit of any hazardous or regulated substance, has occurred or is occurring as a result of Signatory Airline's operations, which in any way affects or threatens to affect the Airport, or the persons, structures, equipment, or other property thereon, Signatory Airline must provide notice as soon as reasonably possible by verbal report in person or by telephone, to be promptly confirmed in writing to, (1) the Director, (2) the Airport's Public Safety Office, and (3) emergency response 17 centers and environmental or regulatory agencies, as required by law or regulation, and must follow such verbal report with written report where required by law. Signatory Airline agrees to cooperate fully with the City in promptly responding to, reporting, and remedying any threat of potential harm to the environment, resulting from any release or threat of release of hazardous or regulated substance from Signatory Airline's operations into the drainage systems, soils, ground water, waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal, state, or local agency having authority over environmental matters. Signatory Airline will undertake all required remediation and all costs associated therewith, resulting from Signatory Airline's action or inaction which is directly or indirectly responsible for any failure of the Signatory Airline to materially conform to all applicable environmental laws, rules, regulations, orders and/or permits. The rights and obligations set forth in this section survive the termination of this Agreement. C. Signatory Airline shall maintain the heating ventilation and air conditioning system from the supply point which is the point at which the supply enters the Signatory Airline's Exclusive Use Premises and continuing throughout the Signatory Airline's Exclusive Use Premises. Signatory Airline must maintain electric loads within the designed capacity of the Airport's electrical system. Signatory Airline shall maintain fixtures, equipment, and the interior non-structural portions of its Exclusive Use Premises in good condition, normal wear and tear excepted and perform all ordinary repairs and inside painting of the Exclusive Use Premises. Such repairs and painting by Signatory Airline shall be of a quality similar to the original material and workmanship. D. Signatory Airline may dispose of routine daily trash in the City provided trash container without additional charge. However, Signatory Airline must dispose of non -routine daily trash, including without limitation, construction debris and other waste materials -including petroleum products, either directly or through an approved and permitted independent contractor. E. Signatory Airline will provide and maintain hand fire extinguishers for all Exclusive Use Premises in accordance with applicable safety codes. F. Signatory Airline will repair, at its cost, or at City's option reimburse City for the cost of repairing, replacing, or rebuilding any damages to Signatory Airline's Leased Premises caused by the acts or omissions of Signatory Airline, its sub lessee, or its or their respective officers, 18 employees, agents, contractors, or business invitees, including without limitation customers. Any repairs made by Signatory Airline are subject to inspection and approval by City. G. Signatory Airline may not erect, maintain or display on the Airport any billboards, banners, advertising, promotions, signs or materials without the prior written approval of Director. Signatory Airline must keep its ticket counter free of all printed material except required regulatory signs or conditions of travel and advertising displays. City may remove any unauthorized material or displays that are placed on the Airport without the Director's prior written approval. H. Should Signatory Airline fail to perform its material obligations hereunder, the City shall have the right to enter the Signatory Airline's Leased Premises and perform such activities; provided, however, other than in a case of emergency, the City shall give to Signatory Airline reasonable advance written notice of non-compliance, a minimum of ten (10) calendar days, prior to the exercise of this right. If such right is exercised, Signatory Airline shall pay to the City, upon receipt of invoice, the cost of such services plus a fifteen percent (15%) administrative fee. 5.05 Designation of Operation and Maintenance Responsibilities. In addition to the obligations of City and Signatory Airline set forth in Sections 5.03 and 5.04, responsibilities for maintenance, cleaning and operation of the Airport shall be as set forth in Exhibit "D". ARTICLE 6: CAPITAL IMPROVEMENTS 6.01 General. A. It is contemplated by the parties that from time to time during the Term of this Agreement, the City may undertake Capital Improvements to the Airport. B. In conjunction with submission of its annual budget, Director will notify Signatory Airline of its proposed Capital Improvements, including a sources and uses of funds plan for the ensuing Fiscal Year and City's estimates of the effect of such Capital Improvements on the Rentals, Fees, and Charges paid by Signatory Airlines. It is expressly acknowledged that Exclusive Use Premises are ineligible for certain funding sources, such as PFCs, and as such that any Capital Improvement costs impacting the Exclusive Use Premises will be funded through Rentals, Fees, and Charges paid by Signatory Airlines. 19 C. The City agrees, at the written request of the AAAC, to meet collectively or conduct a conference call with the Signatory Airlines within thirty (30) calendar days after notification to Signatory Airline of said annual budget to further discuss the Capital Improvements. City agrees to consider the comments and recommendations of the AAAC with respect to said Capital Improvements. 6.02 Grants -In -Aid. City will use its best efforts to obtain maximum development grants-in-aid federal funding. ARTICLE 7: RENTALS, FEES, AND CHARGES Signatory Airline shall pay City rentals for use of Signatory Airline's Leased Premises, and fees and charges for the other rights, licenses, and privileges granted hereunder during the Term of this Agreement ("Rentals, Fees, and Charges"). For each Fiscal Year, the Rentals, Fees, and Charges payable by all Signatory Airlines and their designated Affiliate Airlines for the Airfield, Apron Area, and Terminal shall be calculated as set forth below. Exhibit "G", attached hereto and made a part hereof, provides a demonstrative illustration example of the Rentals, Fees and Charges calculations as described further in Article 7. The City shall notify the Signatory Airlines for each Fiscal Year of the actual Rentals, Fees, and Charges pursuant to Article 8. 7.01 Landing Fees. Signatory Airline shall pay to City fees for Revenue Landings at the Airport. Signatory Airlines' landing fees shall be calculated to include all allocated portions of the Airport Requirement associated with the Airfield, excluding the Apron Area and designated GSE storage area, minus any adjustments due to allocated credits (e.g., Non -Signatory Airlines' landing fees) and Airport discretionary revenue applied. These landing fees will be determined as the product of the associated landing fee rate and all Signatory Airlines' total landed weight. A Signatory Airline's total landed weight shall be determined as the resulting product of the Maximum Gross Landed Weight of each Signatory Airline's landing aircraft times the number of Revenue Landings of each of Signatory Airline's aircraft. 7.02 Terminal Rentals. Signatory Airline shall pay to City rentals for Terminal use at the Airport. Signatory Airlines' Terminal rentals shall be calculated to include all allocated portions of the Airport Requirement associated with the Terminal minus any adjustments due to allocated credits and Airport discretionary revenue applied to arrive at a Terminal requirement. The Terminal requirement will be 20 divided by the square footage of all Signatory Airlines' Leased Premises to determine the Terminal rental rate. Each Signatory Airline's Terminal rentals are a) product of the square footage of its Exclusive Use Premises and Preferential Use Premises times the Terminal rental rate, plus b) the quotient of the total Terminal revenue due associated with the Joint Use Premises divided by its proportionate share per the Joint Use Charges Formula. 7.03 Apron Area Fees. Signatory Airline shall pay to City fees for Apron Area use at the Airport. Signatory Airlines' Apron Area fees shall be calculated to include all allocated portions of the Airport Requirement associated with the Apron Area minus any adjustments due to allocated credits and Airport discretionary revenue applied to arrive at an Apron Area requirement. Each Signatory Airline's Apron Area fees are the product of the square footage of its leased Apron Area times the Apron Area rate. 7.04 GSE Storage Area Charges. Signatory Airline shall pay to City charges for GSE storage area use at the Airport. Signatory Airline shall have a designated area at which it may park "non-active" ground service equipment. The GSE storage area charges shall be based on the same per square foot rate as the Apron Area rate. Each Signatory Airline's GSE storage area charges are the product of its leased GSE storage area times the Apron Area rate. The GSE storage area is represented on Exhibit 7.05 Gate Use Fees. Signatory Airline shall pay to City fees for each ad hoc use of a gate that is not preferentially leased by Signatory Airline. Signatory Airline shall report on a monthly basis its total gate uses for the previous month. 7.06 Other Fees and Charges. A. City expressly reserves the right to assess and collect the following: (1) Signatory Airline must report to City all charter flights handled or operated by Signatory Airline as follows: (i) if the charter flight is handled by Signatory Airline with its own aircraft or the aircraft of a designated Affiliate Airline in Signatory Airline's Leased Premises, Signatory Airline will pay the Signatory landing fees, Apron Area fees, and Terminal rentals for Joint Use Premises; (ii) if the charter flight is an aircraft owned and operated by a Non -Signatory Airline (on its own behalf and not on behalf of the Signatory Airline) and is handled in Signatory Airline's Exclusive Use Premises or Preferential Use 21 Premises, Signatory Airline must report the charter activity and the Non -Signatory Airline must pay the Non -Signatory Airline Terminal rentals for the Joint Use Premises; or (iii) if the charter flight is an aircraft owned and operated by a Non -Signatory Airline and handled outside Signatory Airline's Exclusive Use Premises or Preferential Use Premises, Signatory Airline must report the activity to City and the Non -Signatory Airline must pay the Non -Signatory Airline Rentals, Fees, and Charges as established by the City, subject to adjustment from time to time. (2) Reasonable and non-discriminatory fees and charges for services or facilities not enumerated in this Agreement, but provided by City including, but not limited to, Federal Inspection Services ("FIS") fee, Airport based employee vehicle parking fees, non -airport based employee/contractor parking fees, remote aircraft parking fees, security badging fees, excess GSE parking fees, security fees, and any other fee that may be adopted to recover costs as a result of the requirement to remain compliant with FAA, Department of Homeland Security, or any other governmental body that has jurisdiction over the Airport requirements. B. City reserves the right to charge Signatory Airline, its employees or contractors, a reasonable fee for identification badges provided at the Airport. C. Signatory Airline shall pay charges for other services or facilities requested by Signatory Airline and provided by City to Signatory Airline. Such services or facilities may include, but are not limited to, special maintenance of Signatory Airline's Leased Premises including janitorial services or equipment/vehicle storage areas. The fees for these services shall be established by the Director. D. Signatory Airline shall pay the required fees for all permits and licenses necessary for the conduct of Signatory Airline's air transportation business at the Airport. Signatory Airline shall pay all electricity, gas, and water and sewerage fees and charges for its Leased Premises, if separately metered. Signatory Airline shall also pay all taxes, assessments, and charges which, during the Term of this Agreement, may become a lien or which may be levied by the state, county, or any other tax levying body, upon any taxable interest by Signatory Airline acquired in this Agreement, or any taxable possessory right which Signatory Airline may have in or to the premises or facilities leased hereunder, or the improvements thereon, by reason of its occupancy thereof, or otherwise, as well as taxes, assessments, and/or charges on taxable property, real 22 or personal, owned by Signatory Airline in or about said premises. Upon any termination of tenancy, all taxes then levied or a lien on any of said property, or taxable interest therein, shall be paid in full and without pro -ration by Signatory Airline forthwith, or as soon as a statement thereof has been issued by the tax collector, if termination occurs during the interval between attachment of the lien and issuance of statement. However, Signatory Airline shall not be deemed to be in default under this Agreement for failure to pay taxes pending the outcome of any proceedings instituted by Signatory Airline to contest the validity or the amount of such taxes, provided that such failure to pay does not result in any forfeiture. 7.07 Payments. A. Payments of one -twelfth (1/12) of the total annual rentals for Signatory Airline's Exclusive Use Premises and Preferential Use Premises (7.02, 7.03, and 7.04) shall be due in advance, without demand, on the first calendar day of each month. Said rentals and charges shall be deemed delinquent if payment is not received by the fifteenth (15th) calendar day of the month. B. Signatory Airline's landing weights activity, enplanements, and non -leased gate turns shall be reported on or before the tenth (10th) calendar day of each month following activity. City will provide Signatory Airline with an invoice within five (5) calendar days following receipt of the activity report, and payment of fees for Landing Fees (7.01), Joint Use Premises rentals (7.02) and Gate Use Fees (7.05) is due on the thirtieth (30th) calendar day of each month following the month in which such activity occurs. Said fees shall be deemed delinquent if payment is not received on the date due. C. [Reserved] D. Payment for all other fees and charges due hereunder that are subject to invoice shall be due to City within thirty (30) calendar days of the date of such invoice. E. City shall provide written notice of any and all payment delinquencies, including payments of any deficiencies which may be due as a result of the City's estimates of activity pursuant to Section 7.07.F below or due to an audit performed pursuant to Section 7.08.D.; provided however, interest at the lower of one and one-half percent (1 1/2 %) per month, or the highest rate allowable by applicable state law, shall accrue against any and all delinquent payments from the date due until the date payments are received by City. This provision shall not preclude City 23 from terminating this Agreement for default in the payment of Rentals, Fees or Charges, as provided for in Section 12.03, or from exercising any other rights contained herein or provided by law. F. In the event Signatory Airline fails to submit its monthly activity report as required, City shall estimate the Rentals, Fees, and Charges based upon the greater of one hundred twenty- five percent (125%) of the previous month's activity or the same month's prior year activity reported by Signatory Airline and issue an invoice to Signatory Airline for same. If no activity data is available, City shall reasonably estimate such activity and invoice Signatory Airline for same. Signatory Airline shall be liable for any deficiencies in payments based on estimates made under this provision; payment for said deficiencies shall be deemed due as of the date such rental was due and payable. If such estimate results in an overpayment by Signatory Airline, City shall apply such overpayment as a credit against subsequent amounts due for such Rentals, Fees and Charges from Signatory Airline; provided, however, Signatory Airline shall not be entitled to any credit for interest on payments of such estimated amounts. G. In the event Signatory Airline's obligations with respect to Signatory Airline's Leased Premises or rights, licenses, services or privileges granted hereunder shall commence or terminate on any date other than the first or last calendar day of the month, Signatory Airline's Rentals, Fees, and Charges shall be prorated on the basis of the number of calendar days such premises, facilities, rights, licenses, services, or privileges were enjoyed during that month. H. All payments due and payable hereunder shall be paid in lawful money of the United States of America, without set off, by electronic funds transfer or by check made payable to the Corpus Christi International Airport and delivered to: Corpus Christi International Airport Accounts Receivable Division 1000 International Drive Corpus Christi, TX 78406 7.08 Information to be Supplied by Signatory Airline. A. Not later than ten (10) calendar days after the end of each month, Signatory Airline shall file with the City a written report in the format as set forth in Exhibit "E" for activity conducted by Signatory Airline and its designated Affiliate Airline(s) during said month and for activity handled 24 by Signatory Airline for other Air Transportation Companies not having a Signatory Agreement with City providing for its own submission of activity data to City. B. City shall have the right to rely on said activity reports in determining Rentals, Fees, and Charges due hereunder; provided, however, Signatory Airline shall have full responsibility for the accuracy of said reports including the sum and product totals. Payment deficiencies due to incomplete or inaccurate activity reports shall be subject to interest charges as set forth in Section 7.07.E. C. Signatory Airline shall at all times maintain and keep books, ledgers, accounts or other records, wherein are accurately kept all entries reflecting the activity statistics to be reported pursuant to Section 7.07. Such records shall be retained by Signatory Airline for a period of three (3) years subsequent to the activities reported therein, or such other retention period as set forth in 14 CFR Part 249, and made available at Corpus Christi, Texas, for audit and/or examination by City or its authorized representative during normal business hours. Signatory Airline shall produce such books and records at Corpus Christi, Texas, within thirty (30) calendar days of written notice to do so or pay all reasonable expenses including, but not limited to, transportation, food and lodging necessary for an auditor selected by City to audit said books and records at a place selected by Signatory Airline. D. The cost of audit, with the exception of the aforementioned expenses, shall be borne by City as O&M Expenses; provided however, the total cost of said audit shall be borne by Signatory Airline if either of the following conditions exist: (1) The audit reveals an underpayment of more than ten percent (10%) of Rentals, Fees, and Charges due hereunder, as determined by said audit; or (2) Signatory Airline has failed to maintain true and complete books, records, accounts, and supportive source documents in accordance with Section 7.08.C. 7.09 Security for Payment. A. Unless Signatory Airline has provided regularly scheduled flights to and from the Airport during the eighteen (18) months prior to the Effective Date of this Agreement without the occurrence of any act or omission that would have been an event enumerated in Section 12.01 25 of this Agreement, if this Agreement had been in effect during that period, Signatory Airline shall provide City on the Effective Date of this Agreement with a contract bond, irrevocable letter of credit or other similar security acceptable to City ("Contract Security") in an amount equal to the estimate of three (3) months' Rentals, Fees, and Charges payable by Signatory Airline pursuant to this Article 7, to guarantee the faithful performance by Signatory Airline of its obligations under this Agreement and the payment of all Rentals, Fees, and Charges due hereunder. Signatory Airline shall be obligated to maintain such Contract Security in effect until the expiration of eighteen (18) consecutive months during which period Signatory Airline commits no event enumerated in Section 12.01 of this Agreement. In the event the City draws from the Contract Security during the eighteen (18) month period due to past due payments due from Signatory Airline to the City, Signatory Airline shall replenish such amount within five (5) business days upon written notice. Such Contract Security shall be in a form and with a company reasonably acceptable to City. In the event that any such Contract Security shall be for a period less than the full period required by this Section 7.09.A. or if Contract Security shall be canceled, Signatory Airline shall provide a renewal or replacement Contract Security for the remaining required period at least sixty (60) calendar days prior to the date of such expiration or. cancellation. B. Notwithstanding the above Section 7.09.A, City shall have the right to waive such Contract Security requirements for a Signatory Airline which has not provided regularly scheduled flights to and from the Airport during the eighteen (18) months prior to the Effective Date of its Signatory Airline agreement. Any such waiver by City shall be conditioned upon said Signatory Airline having provided regularly scheduled flights at three (3) other airports with activity levels and characteristics similar to Airport during the most recent eighteen (18) month period without committing any material default under the terms of the respective lease and use agreements at each of the three (3) facilities and without any history of untimely payments for rentals, fees and charges. The burden shall be on Signatory Airline to demonstrate to the City its compliance with these requirements by providing written documentation from three (3) other airports selected by City. C. If Signatory Airline is delinquent in any debt due to the City for a period greater than ninety (90) calendar days or delinquent twice over a period of six (6) months, the City shall impose or re -impose the requirements of Section 7.09.A on Signatory Airline. D. Upon the occurrence of any Signatory Airline act or omission that is an event enumerated in Section 12.01, or upon election to assume this Agreement under Federal Bankruptcy Rules 26 and Regulations, as such may be amended, supplemented, or replaced, City, by written notice to Signatory Airline given at any time within ninety (90) calendar days of the date such event becomes known to City, may impose or reimpose the requirements of Section 7.09.A on Signatory Airline. In such event, Signatory Airline shall provide City with the required Contract Security within ten (10) calendar days from its receipt of such written notice and shall thereafter maintain such Contract Security in effect until the expiration of a period of eighteen (18) consecutive months during which Signatory Airline commits no additional event enumerated in Section 12.01. E. If Signatory Airline fails to obtain and/or keep in force such Contract Security required hereunder, such failure is grounds for immediate termination of this Agreement pursuant to Section 12.01. City's rights under this Section 7.09 shall be in addition to all other rights and remedies provided to City under this Agreement. 7.10 Passenger Facility Charg. A. Signatory Airline acknowledges City has the right to assess Signatory Airline's enplaned passengers a PFC for the use of the Airport in accordance with 49 U.S.C. §40117 and the rules and regulations thereunder (14 CFR Part 158, the "PFC Regulations") and as otherwise hereinafter authorized or permitted. Signatory Airline shall collect on behalf of and remit to City any such charges in accordance with the requirements of the PFC Regulations including, but not limited to, holding any charges collected by Signatory Airline, pending remittance to City, in trust for the benefit of City. City shall have the right to use all such PFC revenue collected in any lawful manner. B. Signatory Airline and City shall be bound by and shall observe all of the provisions of the PFC Regulations as they apply to each party. C. If Signatory Airline fails to remit PFC revenue to City within the time limits established by the PFC Regulations (no later than the last calendar day of the following calendar month), Signatory Airline shall be deemed to be in default pursuant to Section 12.01. Any late payment of PFCs shall be subject to interest computed in accordance with Section 7.07. 7.11 Capitalized Interest on Bonds. Bonds issued by the City will provide for the capitalization of interest, by project, during the construction period for each respective project; and the City intends for 27 Debt Service on Bonds to be capitalized until substantial completion of projects financed, in part, from the proceeds of Bonds; provided however, that in the event any Debt Service applicable for Bonds shall become payable from Revenues prior to substantial completion of projects, the Debt Service will be allocated to cost centers in the same manner as the related project costs (net of any PFC funding) are allocated to cost centers. 7.12 Continuation of Rentals. If Signatory Airline ceases service at the Airport prior to the end of the Term of the Agreement or extension thereof as provided for in Section 13.01, Signatory Airline will continue to pay rentals on Exclusive Use Premises and Preferential Use Premises until the end of the Term of the Agreement or extension thereof. However, in no event shall the annual amount due from Signatory Airline be less than the dollar equivalent of twenty percent (20%) of the total Joint Use Premises rentals divided by the total number of Signatory Airlines immediately prior to the time Signatory Airline ceases service at the Airport. 7.13 Charges for Services. The provisions contained in Article 7 shall not preclude the City from seeking reimbursement from Signatory Airline or any Air Transportation Company for the cost of services provided to Signatory Airline or any Air Transportation Company in compliance with any federal law, rule or regulation which is enacted or amended subsequent to the execution of this Agreement, or for any services or facilities provided subsequent to the execution date of this Agreement, the cost of which is not currently included in the estimated requirement used to calculate Rentals, Fees, and Charges under this Agreement. 7.14 Extraordinary Coverage. Signatory Airline shall pay extraordinary coverage protection payments in the rates for Rentals, Fees, and Charges at the Airport in any Fiscal Year in which the amount of Revenues less O&M Expenses is projected to be less than the minimum coverage required on Debt Service as may be required by the covenants, including any Debt Service on general obligation debt held by the City on behalf of the Airport. Any amounts which must be collected for such extraordinary coverage protection payments will be allocated to the Airfield and Terminal on the basis of the net requirement of such cost centers' requirements. 7.15 No Further Charges. Except as stated in this Article 7 or as detailed elsewhere in this Agreement, no further Rentals, Fees and Charges shall be charged by the City to Signatory Airline, for the use of Signatory Airline's Leased Premises and the rights, licenses, and privileges granted to Signatory Airline; provided however, nothing shall preclude the City from imposing fees for additional uses, equipment, facilities and services, or from imposing fines, penalties, and assessments for the 28 enforcement of City's rules and regulations. ARTICLE 8: CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 8.01 Annual Rate Changes. A. Except for the initial Fiscal Year of this Agreement, no later than sixty (60) calendar days prior to the end of each Fiscal Year, City shall notify Signatory Airline of the proposed schedule of rates for Rentals, Fees, and Charges for the ensuing Fiscal Year. Said rates shall be calculated in accordance with and pursuant to Article 7. For the initial Fiscal Year, the Rentals, Fees and Charges will be provided to Signatory Airline in writing within two weeks of City's execution of this Agreement. B. The Signatory Airlines, through the AAAC, shall have the right to review and comment upon the proposed operating budget and annual Capital Improvement projects. No later than thirty (30) calendar days after the forwarding of the proposed schedule of rates for Rentals, Fees, and Charges, the City agrees to meet or arrange a conference call with the AAAC at a mutually convenient time for the purpose of discussing such Rentals, Fees, and Charges. In advance of that meeting/call, the City shall make available to the AAAC any reasonably requested additional information relating to the determination of the proposed rates. The City agrees to fully consider the comments and recommendations of the Signatory Airlines prior to finalizing its schedule of rates for Rentals, Fees, and Charges for the ensuing Fiscal Year. C. Following that meeting/call, the City shall notify Signatory Airline of the rates for Rentals, Fees and Charges to be established for the ensuing Fiscal Year. D. If calculation of the new rates for Rentals, Fees, and Charges is not completed by the City and the notice provided in Section 8.01.0 is not given prior to the end of the then current Fiscal Year, Signatory Airline will be provided written notice that rates for Rentals, Fees, and Charges then in effect shall continue to be paid by Signatory Airline until such calculations are concluded and such notice is given. Upon the conclusion of such calculations and the giving of such notice, City shall determine the differences, if any, between the actual Rentals, Fees, and Charges paid by Signatory Airline to date for the then current Fiscal Year and the rates for Rentals, Fees, and Charges that would have been paid by Signatory Airline if said rates had been in effect beginning on the first calendar day of the Fiscal Year. Those differences shall be applied to the particular 29 Rentals, Fees, and Charges for which any differences in rates resulted in an overpayment or underpayment and shall be remitted by Signatory Airline or credited or refunded by the City in the month immediately following the calculation of the new Fiscal Year's rates for Rentals, Fees, and Charges. 8.02 Other Rate Changes. Rates for Rentals, Fees, and Charges may be changed up to once per Fiscal Year at any time that unaudited monthly Airport financial data indicates that total Rentals, Fees, and Charges payable pursuant to the then current rate schedules are estimated and anticipated by the City to vary by more than ten percent (10%) from the total Rentals, Fees, and Charges that would be payable based upon the use of the projected monthly financial data then available for said Fiscal Year. Rates for Rentals, Fees, and Charges may also be changed whenever required by the terms and provisions of the Master Bond Ordinance, which is available in the Airport Administration offices for review; provided, however, that Signatory Airlines' total Rentals, Fees, and Charges payable to the City shall be allocated to Signatory Airline in accordance with this Agreement. In the event of an emergency situation at the Airport, the Rentals, Fees, and Charges also may be changed within thirty (30) calendar days following consultation with the AAAC. 8.03 Incorporation of Exhibit "G". Adjustments to rates for Rentals, Fees, and Charges pursuant to Article 7 shall apply without the necessity of formal amendment of this Agreement. Exhibit "G" is an illustration only of how the Rentals, Fees, and Charges are calculated and represents a snapshot example of how the rate model operates. Exhibit "G" is not a formal forecast of budget or actual activity, operating and capital expenses, capital plans, or Airport discretionary revenue credits. 8.04 Reconciliation. Within one hundred eighty (180) calendar days following the close of each Fiscal Year, or as soon as audited financial data for said Fiscal Year is available, Rentals, Fees, and Charges for the preceding Fiscal Year shall be recalculated using audited financial data and the methods set forth in Exhibit "G." If the actual Rentals, Fees and Charges paid by Signatory Airlines during the preceding Fiscal Year is in excess of the Rentals, Fees and Charges that would have been paid by Signatory Airlines using said recalculated rates, Signatory Airlines shall be provided a credit in the amount of such excess, in coordination with each Signatory Airline, in the immediately succeeding monthly payment periods against the amounts owed by the Signatory Airlines to the City until such credit is exhausted. If Signatory Airline has ceased operations at the Airport and if no longer obligated to pay any amounts pursuant to Section 7.12, then City shall remit any remaining credit to Signatory Airline. If the actual Rentals, Fees, and Charges paid by Signatory Airlines during the preceding Fiscal Year is less than the Rentals, Fees and Charges that would have been paid by Signatory Airlines using 30 said recalculated rates, the City shall invoice the Signatory Airlines for any such deficit, and the Signatory Airlines shall pay City such deficit within thirty (30) calendar days from the date of an invoice from City. Notwithstanding the foregoing, City retains the right of offset in the event any Signatory Airline has an outstanding amount due to City that is not in formal dispute. 8.05 City Covenants. A. The City covenants that for purposes of assigning and allocating costs, it shall adhere to the requirements of the FAA's "Policy Regarding Airport Rates and Charges", as amended. B. The City shall operate the Airport in the same manner as a reasonably prudent airport operator of an airport of substantially similar size, use and activity as the Airport and in a manner so as to produce revenues from concessionaires, tenants and other users of the Airport of a nature and amount which would be produced by a reasonably prudent operator of an airport of substantially similar size, use and activity, with due regard for the interests of the public. ARTICLE 9: AIRLINE IMPROVEMENTS 9.01 Signatory Airline Improvements. A. In accordance with Section 9.01.E below, Signatory Airline may construct and install, at Signatory Airline's sole expense, improvements in its Exclusive Use Premises and Preferential Use Premises as Signatory Airline deems to be necessary for its operations; provided, however, that the plans and specifications, location, and construction schedule for such improvement shall be subject to the advance written approval of the Director; provided further, that no reduction or abatement of Rentals, Fees, and Charges shall be allowed due to any interference with Signatory Airline's operations by such construction. B. Prior to the commencement of any improvements greater than twenty five thousand dollars ($25,000), the City shall have the right to require Signatory Airline to obtain, or cause to be obtained, a contract surety bond in a sum equal to the full amount of any construction contract awarded by Signatory Airline for the improvements. Said contract security bond shall name the City as an obligee thereunder and shall be drawn in a form and issued by such company acceptable to City; shall guarantee the faithful performance of necessary construction and completion of improvements in accordance with approved final plans and detailed specifications; 31 and shall protect City against any losses and liability, damages, expenses, claims and judgments caused by or resulting from any failure to perform completely the work described. City reserves the right also to require that Signatory Airline acquires or causes to be acquired a payment bond with any contractors of Signatory Airline as principal, in a sum equal to the full amount of the construction contract awarded by Signatory Airline for the improvements. Said bond shall name the City as an obligee thereunder and shall guarantee payment of all wages for labor and services engaged and of all bills for materials, supplies and equipment used in the performance of said construction contract. Any work associated with such construction or installation shall not unreasonably interfere with the operation of the Airport or otherwise unreasonably interfere with the permitted activities of other Terminal tenants and users. Upon completion of approved construction and within sixty (60) calendar days of Signatory Airline's receipt of a certificate of occupancy, a complete set of "as built" drawings shall be delivered to the Director for the permanent record of the City. C. Signatory Airline shall furnish or require contractors to furnish satisfactory evidence of statutory workers' compensation insurance, comprehensive general liability insurance, comprehensive automobile insurance and physical damage insurance on a builder's risk form with the interest of City endorsed thereon in such amounts and in such manner as City may reasonably require. City may require additional insurance for any alterations or improvements approved hereunder in such limits as City reasonably determines to be necessary. D. Any construction or installation by or on behalf of Signatory Airline shall be at the sole risk of Signatory Airline and shall be in accordance with all applicable state and local codes and laws and subject to inspection by the Director and all other applicable inspectors. E. All improvements made to Signatory Airline's Exclusive Use Premises and Preferential Use Premises and additions and alterations thereto made by Signatory Airline, except those financed by City, shall be and remain the property of Signatory Airline until expiration of the Term of this Agreement. Upon termination of this Agreement, said improvements, additions and alterations shall become the property of City; provided, however, that any trade fixtures, signs, equipment, and other moveable personal property of Signatory Airline not permanently affixed to Signatory Airline's Exclusive Use Premises and Preferential Use Premises shall remain the property of Signatory Airline, subject to the terms of Article 14. 32 ARTICLE 10: DAMAGE OR DESTRUCTION 10.01 Partial Damage. If any part of Signatory Airline's Leased Premises, or adjacent facilities directly and substantially affecting the use of Signatory Airline's Leased Premises, shall be partially damaged by fire or other casualty other than that caused by Signatory Airline, but said circumstances do not render Signatory Airline's Leased Premises untenable as reasonably determined by the City, the same shall be repaired to usable condition with due diligence by the City, or by Signatory Airline if agreed to by both parties, as hereinafter provided and limited. No abatement of rentals shall accrue to Signatory Airline so long as Signatory Airline's Leased Premises remain tenantable. Any partial damage caused by Signatory Airline shall be repaired by the City to similar conditions existing prior to the partial damage, and the cost of such repair shall be invoiced directly to Signatory Airline and is due and payable within thirty (30) calendar days from the date of an invoice from City. 10.02 Substantial Damage. If any part of Signatory Airline's Leased Premises, or adjacent facilities directly and substantially affecting the use of Signatory Airline's Leased Premises, shall be so extensively damaged by fire or other casualty, other than that caused by Signatory Airline, as to render any portion of Signatory Airline's Leased Premises untenable but capable of being repaired, as reasonably determined by City, the same shall be repaired within a reasonable period to usable condition with due diligence by City as hereinafter provided and limited. In such case, the rentals payable hereunder with respect to affected Signatory Airline Leased Premises shall be paid up to the time of such damage and shall thereafter be abated equitably in proportion as the part of the area rendered untenable bears to the total Leased Premises until such time as such affected Signatory Airline's Leased Premises shall be restored adequately for use. City shall use "commercially reasonable" efforts to provide Signatory Airline with comparable alternate facilities to continue its operation while repairs are being completed at a rental rate not to exceed that provided for in this Agreement for comparable space. Any substantial damage caused by Signatory Airline shall be repaired by the City and the cost of such repair invoiced directly to Signatory Airline, due and payable upon receipt. 10.03 Destruction. A. If any part of Signatory Airline's Leased Premises, or adjacent facilities directly and substantially affecting the use of Signatory Airline's Leased Premises, shall be damaged by fire or other casualty, and is so extensively damaged as to render any portion of Signatory Airline's Leased Premises incapable of being repaired within ninety (90) calendar days, as reasonably 33 determined by the City, the City shall notify Signatory Airline of its decision whether to reconstruct or replace said space; provided, however, the City shall be under no obligation to replace or reconstruct such premises. The rentals payable hereunder with respect to the Signatory Airline's affected Leased Premises shall be paid up to the time of such damage and thereafter shall abate until such time as replacement or reconstructed space becomes available for use by Signatory Airline. If this occurs, Signatory Airline may terminate the letting of Signatory Airline's Leased Premises, effective as of the date of written notice to the City. Any destruction caused by Signatory Airline shall be repaired by the City and the cost of such repair invoiced directly to Signatory Airline, due and payable upon receipt. B. In the event the City elects to reconstruct or replace the affected Signatory Airline's Leased Premises, the City shall provide Signatory Airline with comparable alternate facilities to continue its operation while reconstruction or replacement is being completed at a rental rate not to exceed that provided for in this Agreement for comparable space. C. In the event the City elects to not reconstruct or replace the affected Signatory Airline's Leased Premises, the City shall meet and consult with Signatory Airline on ways and means to permanently provide Signatory Airline with adequate replacement space for the Signatory Airline's affected Leased Premises. In such event, the City agrees to amend this Agreement to reflect related additions and deletions to Signatory Airline's Leased Premises. Signatory Airline is not bound to accept the replacement space and may terminate this Agreement, as described in Section 10.03.A as above. 10.04 Damage Caused By Signatory Airline. Notwithstanding the provisions of this Article 10, in the event that due to the negligence or willful act or omission of Signatory Airline, its employees, contractors, its agents, or licensees, Signatory Airline's Leased Premises shall be damaged or destroyed by fire, other casualty or otherwise, there shall be no abatement of rentals during the repair or replacement of the Signatory Airline's Leased Premises. To the extent that the costs of repairs exceed the amount of any insurance proceeds payable to City by reason of such damage or destruction, Signatory Airline shall pay the amount of such additional costs to City due and payable upon demand. 10.05 City's Responsibilities. City shall maintain adequate levels of insurance; provided however, that City's obligations to repair, reconstruct, or replace affected premises under the provisions of this Article 10 shall in any event be limited to restoring the affected Signatory Airline's Leased Premises to substantially the same condition that existed at the date of damage or destruction, including 34 any subsequent improvements made by City, and shall further be limited to the extent of insurance proceeds and other funds available to City for such repair, reconstruction, or replacement; provided further, that City shall in no way be responsible for the restoration or replacement of any equipment, furnishings, personal property, real property improvements, signs, or other items installed and/or owned by Signatory Airline in accordance with this Agreement, unless Signatory Airline proves that the damage or destruction is caused by the negligence or willful act or omission of City, its officials, agents, or employees acting within the course or scope of their employment. ARTICLE 11: INDEMNIFICATION AND INSURANCE 11.01 Indemnification. A. Signatory Airline shall indemnify, save, hold harmless, and defend City, its officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, Toss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) based upon injury to persons, including death, or damage to property arising out of, resulting from, or incident to Signatory Airline's performance of its obligations under this Agreement, or in conjunction with Signatory Airline's use and occupancy of Signatory Airline's Leased Premises or use of the Airport, unless such injury or damage is occasioned by the sole negligence or willful misconduct of City, its officers, employees, or agents. B. Signatory Airline shall indemnify, save, hold harmless, and defend City, its officials, agents and employees, its successors and assigns, individually or collectively, from and against any claim, action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature (including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees) and any fines in any way arising from or based upon the violation of any federal, state, or municipal laws, statutes, resolutions, or regulations, including rules or regulations of the City by Signatory Airline, its agents, employees, or successors and assigns in conjunction with Signatory Airline's use and/or occupancy of Signatory Airline's Leased 35 Premises or the Airport unless such injury or damage is occasioned by the sole negligence or willful misconduct of City, its officers, employees, or agents. C. The provisions of this Section 11.01 shall survive the expiration or termination of this Agreement. 11.02 Insurance. A. Without limiting or expanding Signatory Airline's obligation to indemnify City, as provided for in Section 11.01, Signatory Airline shall procure and maintain in force at all times during the Term of this Agreement comprehensive Airport premises liability and aviation insurance to protect against personal injury, bodily injury liability and property damage liability. The limits for Signatory Airlines operating aircraft larger than sixty (60) seats shall be in an aggregate amount of not less than $100,000,000 per occurrence, combined single limit; provided, however, coverage for non -passengers shall be not less than an aggregate amount of $25,000,000 per occurrence. The limits for Signatory Airlines operating aircraft with sixty (60) seats or less shall be in an aggregate amount of not Tess than $50,000,000 per occurrence, combined single limit; provided, however, coverage for non -passengers shall be not Tess than an aggregate amount of $25,000,000 per occurrence. In addition, Signatory Airline shall procure and maintain in force during the Term of this Agreement liability insurance applicable to the ownership, maintenance, use or operation of any automobile, mobile equipment or other ground vehicle at the Airport (including owned, non -owned, or hired) in an amount of not less than $5,000,000 per occurrence. B. The aforesaid amounts and types of insurance shall be reviewed from time to time by City and may be adjusted by City if City reasonably determines such adjustments are necessary to protect City's interests. Signatory Airline shall furnish City prior to the Effective Date a certificate or certificates of insurance as evidence that such insurance is in force. City reserves the right to require a certified copy of each certificate upon request. Signatory Airline shall name City as an additional insured on such insurance policy or policies to the extent of the obligations assumed under Section 11.01. Said policies shall be issued by insurance companies of recognized financial responsibility and, in a form and content reasonably satisfactory to City, and shall provide for thirty (30) calendar days advance written notice to City prior to the cancellation of or any adverse material change in such policies and ten (10) calendar days' notice for non-payment of premium. Failure to provide and/or maintain the required insurance coverage as set forth 36 herein is grounds for immediate termination of this Agreement. C. Signatory Airline shall procure and maintain in force during the Term of this Agreement workers' compensation coverage in accordance with state law and employers liability in an amount not less than $1,000,000 each accident and each disease through a licensed insurance company. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to ensure that all workers' compensation obligations incurred by the Signatory Airline will be promptly met. 11.03 Waiver of Subrogation. City and Signatory Airline hereby mutually waive any and all rights of recovery against the other party arising out of damage or destruction of the buildings, Signatory Airline's Leased Premises, or any other property from causes included under any property insurance policies to the extent such damage or destruction is covered by the proceeds of such policies and whether or not such damage or destruction shall have been caused by the parties, their officers, employees or agents, but only to the extent that the insurance policies then in force permit such waiver. All policies of insurance shall contain, to the extent available, this waiver of subrogation provision and the cost of such provision shall be borne by the primary insured. ARTICLE 12: TERMINATION BY CITY 12.01 Events of Default. The events described below shall be deemed events of default by Signatory Airline: A. Upon the occurrence of any one of the following events of default, City may give thirty (30) calendar days written notice as provided in Section 12.03. (1) The appointment of a trustee, custodian, or receiver of all or a substantial portion of Signatory Airline's assets or the subletting of Signatory Airline's Leased Premises without City Council authorization except as permitted under Article 15. (2) The divestiture of Signatory Airline's estate herein by operation of law, by dissolution, or by liquidation. (3) The Signatory Airline shall take the benefit of any present or future insolvency statute, or 37 shall make a general assignment for the benefit of creditors, or shall seek a reorganization or the readjustment of its indebtedness under any law or statute of the United States or of any state thereof. (4) The voluntary discontinuance for a period of at least sixty (60) consecutive days by Signatory Airline of its operations at the Airport unless otherwise approved by City in writing, except when discontinuance is due to fire, earthquake, strike, governmental action, default of the City, or other cause beyond Signatory Airline's control, and except when discontinuance is due to a consented assignment or sublease pursuant to Article 15. (5) The failure to cure a default in the performance of any of the material terms, covenants and conditions required herein within thirty (30) calendar days of receipt of written notice by City to do so; or if by reason of the nature of such default, the same cannot be remedied within thirty (30) calendar days following receipt by Signatory Airline of written demand from City to do so, Signatory Airline fails to commence the remedying of such default within said thirty (30) calendar days following such written notice, or having so commenced, shall fail thereafter to continue as promptly as reasonably practical the curing thereof; provided however, Signatory Airline's performance under this Section 12.01 shall be subject to the provisions of Section 18.25 of this Agreement. Signatory Airline shall have the burden of proof to demonstrate to the City's satisfaction (i) that the default cannot be cured within thirty (30) calendar days, and (ii) that it is proceeding with diligence to cure said default, and that such default will be cured within a reasonable period of time. B. Upon the occurrence of any one of the following events of default, City may immediately issue written notice of default: (1) The failure by Signatory Airline to pay any part of the Rentals, Fees, and Charges, PFCs or any other sum due hereunder and the continued failure to pay said amounts in full within ten (10) calendar days of City's written notice of payments past due. Provided, however, if a dispute arises between City and Signatory Airline with respect to any obligation or alleged obligation of Signatory Airline to make payments to City, payments under protest by Signatory Airline of the amount due shall not waive any of Signatory Airline's rights to contest the validity or amount of such payment. 38 (2) The failure by Signatory Airline to maintain the minimum required insurance coverage as required by Section 11.02; provided, the City shall have the right to immediately suspend Signatory Airline's right to operate at the Airport until Signatory Airline has obtained the minimum required insurance coverage. (3) If any act occurs through the fault or neglect of Signatory Airline which operates to deprive Signatory Airline permanently of the rights, power and privileges necessary for the lawful conduct and operation of its business at the Airport. 12.02 Continuing Responsibilities of Signatory Airline. Notwithstanding the occurrence of any event of default, Signatory Airline shall remain liable to City for all Rentals, Fees, and Charges payable hereunder and for all preceding uncured breaches of any covenant of this Agreement. Furthermore, unless City elects to terminate this Agreement at its sole discretion, Signatory Airline shall remain liable for and promptly pay all Rentals, Fees, and Charges accruing hereunder until termination or expiration of this Agreement as set forth in Article 3 or until this Agreement is terminated by Signatory Airline pursuant to Article 13. 12.03 City's Remedies. Upon the occurrence of any event enumerated in Section 12.01.A, the following remedies shall be available to City: A. City may exercise any remedy provided by law or in equity including, but not limited to, the remedies hereinafter specified. B. City may terminate this Agreement, effective upon the date specified in the notice of termination. For events enumerated in Section 12.01.A, such date shall be not less than thirty (30) calendar days from said date of receipt of notice. Upon such date, Signatory Airline shall be deemed to have no further rights hereunder and City shall have the right to take immediate possession of Signatory Airline's Leased Premises. C. City may reenter Signatory Airline's Leased Premises and may remove all of Signatory Airline's persons and property from same upon the date of reentry specified in City's written notice of reentry to Signatory Airline. For events enumerated in Section 12.01.A., reentry shall be not less than thirty (30) calendar days from the date of notice of reentry. 39 D. City may re -let Signatory Airline's Leased Premises and any improvements thereon, or any part thereof, at such lease rates and upon such other terms and conditions as City, in its sole discretion, may deem advisable, with the right to make alterations, repairs of improvements on Signatory Airline's Leased Premises. In re -letting Signatory Airline's Leased Premises, City shall be obligated to make a good faith effort to obtain terms no less favorable to City than those contained herein and otherwise seek to mitigate any damages it may suffer as a result of Signatory Airline's event of default. E. In the event that City relets Signatory Airline's Leased Premises, Rentals, Fees, and Charges received by City from such re -letting shall be applied in the following order of priority: (i) to the payment of any indebtedness other than Rentals, Fees, and Charges due hereunder from Signatory Airline to City; (ii) to the payment of any cost of such re -letting; and (iii) to the payment of Rentals, Fees, and Charges due and unpaid hereunder. The residue, if any, shall be held by City and applied in payment of future Rentals, Fees, and Charges as the same may become due and payable. If that portion of such Rentals, Fees, and Charges received from such re -letting and applied to the payment of Rentals, Fees, and Charges is less than the Rentals, Fees and Charges payable during applicable periods by Signatory Airline, then Signatory Airline shall pay such deficiency to City. Signatory Airline shall also pay to City, as soon as ascertained, any costs and expenses incurred by City in such re -letting not covered by the Rentals, Fees, and Charges received from such re -letting. F. Signatory Airline shall pay to City all other costs, incurred by City in the exercise of any remedy in this Article 12 including, but not limited to, reasonable attorneys' fees, disbursements, court costs, and expert fees. ARTICLE 13: TERMINATION BY AIRLINE 13.01 Events of Default. The events described below shall be deemed events of default by City: A. City fails to keep, perform or observe any material term, covenant or condition herein contained to be kept, performed, or observed by City and such failure continues for thirty (30) calendar days after receipt of written notice from Signatory Airline; or, if by its nature such default cannot be cured within such thirty (30) calendar day period, City shall not commence to cure or remove such default within said thirty (30) calendar days and to cure or remove the same as promptly as reasonably practicable; provided, however, City's performance under this Section 40 shall be subject to the provisions of Section 18.25 of this Agreement. B. Airport is closed to flights in general for reasons other than weather, acts of God, or other reasons beyond City's control, or to the flights of Signatory Airline for reasons other than those circumstances within Signatory Airline's control, and Airport fails to be reopened to such flights within sixty (60) consecutive days from such closure. C. The Airport is permanently closed as an air carrier airport by act of any federal, state, or local government agency having competent jurisdiction; or Signatory Airline is unable to use Airport for a period of at least ninety (90) consecutive days due to any law, order, rule or regulation of any governmental authority having jurisdiction over the operations of the Airport; or any court of competent jurisdiction issues an injunction preventing City or Signatory Airline from using Airport for airport purposes, for reasons other than those circumstances within City's or Signatory Airline's control, and such injunction remains in force for a period of at least ninety (90) consecutive days. D. The United States Government or any authorized agency of the same (by executive order or otherwise) assumes the operation, control or use of the Airport in such a manner as to substantially restrict Signatory Airline from conducting its operations, if such restriction remains in force for a period of sixty (60) consecutive days or more. 13.02 Signatory Airline's Remedy. Signatory Airline termination, due to events of default under the provisions of Section 13.01, shall not be effective unless and until at least thirty (30) calendar days, or such longer period as provided in Section 13.01, have elapsed after written notice to the City specifying the date upon which such termination shall take effect and the reason for such termination. In the event of termination, Signatory Airline shall surrender the Signatory Airline's Leased Premises in accordance with Article 14 hereof. ARTICLE 14: SURRENDER OF AIRLINE PREMISES 14.01 Surrender and Delivery. Upon termination of this Agreement, Signatory Airline shall promptly and peaceably surrender to City Signatory Airline's Leased Premises and all improvements thereon to which City is entitled in good and fit condition, reasonable wear and tear excepted; provided, however, nothing in this section shall be construed to modify the obligations of the parties that accrued 41 prior to the date of termination of this Agreement. 14.02 Removal of Property. Signatory Airline shall have the right at any time during the Term of this Agreement to remove from the Airport its aircraft, tools, equipment, trade fixtures, and other personal property, title to which shall remain in Signatory Airline unless otherwise set forth in this Agreement, and shall remove such aircraft, tools, equipment, trade fixtures, and other personal property within thirty (30) calendar days following termination of this Agreement, whether by expiration of time or otherwise, as provided herein, subject to any valid lien which City may have thereon for unpaid Rentals, Fees, and Charges. Notwithstanding anything to the contrary contained herein, City hereby waives any statutory or contractual lien it may now have or hereafter have with respect to Signatory Airline's aircraft. Signatory Airline shall not abandon any portion of its property at the Airport without the written consent of City. Any and all property not removed by Signatory Airline within thirty (30) calendar days following the date of termination of this Agreement shall, at the option of the City, (i) become the property of the City at no cost to the City; (ii) be stored by the City, at no cost to the City; or (iii) be sold at public or private sale at no cost to the City. All of Signatory Airline's personal property located on Signatory Airline's Leased Premises is at the risk of Signatory Airline only, and the City is not liable for damage to said personal property in, at or on Signatory Airline's Leased Premises or to Signatory Airline. Except as may be agreed to otherwise by the City and Signatory Airline, all City property damaged by or as a result of the removal of Signatory Airline's property shall be restored by Signatory Airline to the condition existing before such damage, less reasonable wear and tear, at Signatory Airline's expense. ARTICLE 15: ASSIGNMENT AND SUBLETTING AGREEMENTS 15.01 Assignment and Subletting by Signatory Airline. A. Except for an assignment to a parent or subsidiary, which is hereby authorized, Signatory Airline may not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber its interest under this Agreement or any part of Signatory Airline's Leased Premises to any party including Affiliate Airlines without the prior written consent of the City, which consent will not be unreasonably withheld. The above prohibition does not apply with respect to any company with which Signatory Airline may merge or consolidate, or which may acquire substantially all of Signatory Airline's assets. In the event that Signatory Airline shall, directly or indirectly, assign, sell, hypothecate or 42 otherwise transfer this Agreement, or any portion of Signatory Airline's Leased Premises, without the prior written consent of the City except as allowed above, the City, in its sole discretion may terminate this Agreement. B. Signatory Airline shall not sublease Signatory Airline's Leased Premises without the prior written consent of City, which consent may be withheld if City has substantially similar space available, but unleased, or if City can make such space available for lease within a reasonable time. Use of Signatory Airline's Exclusive Use Premises or Preferential Use Premises or any part thereof, by anyone other than Signatory Airline or an Air Transportation Company being handled by Signatory Airline shall be deemed a sublease. C. Signatory Airline shall include with its request for consent to assign or sublease, a copy of the proposed assignment or sublease agreement, if prepared. In the event such proposed agreement has not been prepared, a written summary of the material terms and conditions to be contained in such agreement shall be included with Signatory Airline's request for consent by the City. The assignment or sublease agreement or written summary submitted with Signatory Airline's request shall include the following information: (i) the term; (ii) the area or space to be assigned or subleased; (iii) the sublease rentals to be charged; and (iv) the provision that assignee or sublessee must execute a separate Operating Agreement with City. Any other information reasonably requested by City pertaining to said sublease or assignment shall be promptly provided by Signatory Airline. A fully executed copy of such sublease or assignment shall be submitted to City for final consent before occupancy of Signatory Airline's Leased Premises, or any portion thereof, by the assignee or sublessee. D. In the event the Rentals, Fees, and Charges for subleased premises exceed the Rentals, Fees, and Charges payable by Signatory Airline for said premises pursuant to this Agreement, Signatory Airline shall pay to City the excess of the Rentals, Fees, and Charges received from the sublessee over that specified to be paid by Signatory Airline herein; provided however, Signatory Airline may charge a reasonable fee for administrative costs, not to exceed fifteen percent (15%) of the specified sublease rental, and such fee shall not be considered part of excess Rentals, Fees, and Charges. Signatory Airline may also charge a reasonable fee to others for the use of Signatory Airline's capital equipment and to charge for use of utilities and other services being paid for by Signatory Airline. E. Nothing in this Article 15 shall be construed to release Signatory Airline from its 43 obligations under this Agreement including, but not limited to, the payment of Rentals, Fees, and Charges provided herein. ARTICLE 16: AVAILABILITY OF ADEQUATE FACILITIES 16.01 Declaration of Intent. The parties acknowledge the objective of the City to offer to all Air Transportation Companies desiring to serve Airport access to the Airport and to provide adequate gate positions and space in the Terminal and Apron Area. Recognizing that physical and financial limitations may preclude timely expansion of the Terminal and Apron Area areas in order to meet the stated requests of Signatory Airline and/or such other Air Transportation Companies for additional facilities, the City hereby states its intent to pursue the objective of achieving an optimum balance in the overall utilization of gate holdrooms, passenger loading bridges and associated Apron Area parking positions. 16.02 Accommodation of Requesting Air Transportation Company. City shall not require Signatory Airline to accommodate a requesting Air Transportation Company if City has unleased gates and facilities which can reasonably accommodate the needs of requesting Air Transportation Company. Signatory Airline shall cooperate with City to accommodate the needs of a requesting Air Transportation Company by permitting such requesting Air Transportation Company to utilize Signatory Airline's Preferential Use Premises (and Air Transportation Company shall remit to Signatory Airline a directly proportionate share of the Rentals, Fees, and Charges attributable to such use of the specific Preferential Use Premises) for the time period necessary to permit passenger loading and unloading operations in conjunction with the scheduled operations of such requesting Air Transportation Company at times when the use of such facilities shall not interfere with Signatory Airline's planned operation. In determining if Signatory Airline shall be required to accommodate a requesting Air Transportation Company, the City shall consider Signatory Airline's capabilities, capacity, and facilities, after taking into account Signatory Airline's own requirements and contractual obligations, the compatibility of requesting Air Transportation Company's proposed operations with those of Signatory Airline, and the need for labor harmony. Prior to any accommodated Air Transportation Company being permitted to use Signatory Airline's Preferential Use Premises, City shall require such accommodated Air Transportation Company to indemnify City and Signatory Airline and its officers, directors, employees and agents against any claims, damages, injuries and costs (including reasonable attorneys' fees) arising from the acts or omissions of the accommodated Air Transportation Company, its officers, directors, employees and agents and deliver to City and Signatory Airline reasonably satisfactory evidence of insurance coverage, which insurance shall provide the coverages (including amounts) as are required of Signatory Airline under this Agreement and name City and Signatory Airline as an 44 additional insured party. 16.03 Relocation of Signatory Airline. With regard to Signatory Airline's Exclusive Use Premises and Preferential Use Premises, the City reserves the right to relocate Signatory Airline (i) after the City has obtained adequate funding to pay the reasonable costs of same, (ii) following consultation with Signatory Airline, and (iii) upon not less than sixty (60) days' prior written notice to Signatory Airline, in order to maintain the most efficient use of the Terminal as reasonably determined by the Director. In implementing any relocation, the City shall minimize disruptions to Signatory Airline's operations and shall use commercially reasonable efforts to provide Signatory Airline with replacement space that is comparable to that which is to be vacated and to coordinate any such relocation with Signatory Airline. In the event that such a relocation request is made by the City, the City shall fund the reasonable costs of such relocation, including the costs of any improvements needed to the replacement space to match those in the vacated space, and Signatory Airline shall not be required to pay a greater total rental amount for the relocated space. ARTICLE 17: GOVERNMENT INCLUSION 17.01 Government Agreements. This Agreement shall be subordinate to the provisions of any existing or future agreements between City and the United States Government or other governmental authority, relative to the operation or maintenance of the Airport, the execution of which has been or will be required as a condition precedent to the granting of federal or other governmental funds for the development of the Airport, to the extent that the provisions of any such existing or future agreements are generally required by the United States or other governmental authority of other airports receiving such funds. City agrees to provide Signatory Airline written advance notice of any provisions which would adversely modify the material terms of this Agreement. 17.02 Federal Government's Emergency Clause. All provisions of this Agreement shall be subordinate to the rights of the United States of America to operate the Airport or any part thereof during time of war or national emergency. Such rights shall supersede any provisions of this Agreement inconsistent with the operations of the Airport by the United States of America. 17.03 Nondiscrimination A. Signatory Airline for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with 45 the land that (i) no person on the grounds of race, creed, color, national origin, or sex shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of Signatory Airline's Leased Premises, (ii) in the construction of any improvements on, over, or under Signatory Airline's Leased Premises and the furnishing of services thereon, no person on the grounds of race, creed, color, national origin, or sex shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination; and (iii) Signatory Airline shall use Signatory Airline's Leased Premises in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non -Discrimination in Airport Aid Program, Title VI of the Civil Rights Act of 1964, and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as titles and regulations may be amended. B. Signatory Airline acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises ("DBE"), as said regulations may be amended, and such other similar regulations as may be enacted, may be applicable to the activities of Signatory Airline under the terms of this Agreement, unless exempted by said regulations, and hereby agrees to comply with the FAA and the U.S. Department of Transportation in reference thereto. These regulations may include, but not be limited to, compliance with DBE participation goals, the keeping of certain records of good faith compliance efforts which would be subject to review by the various agencies, the submission of various reports and, if so directed, the contracting of specified percentages of goods and services contracts to Disadvantaged Business Enterprises. C. In the event of breach of any of the above nondiscrimination covenants, City shall have the right to terminate this Agreement after such action as the United States Government may direct to enforce this covenant has been followed and completed, including exercise or expiration of appeal rights. 17.04 Security Signatory Airline must comply with, and require compliance by its assignees and sublessees, if any, and both its and their respective contractors, suppliers of materials and furnishers of services, employees, agents, and business invitees, with all present, amended, and future laws, rules, regulations, and ordinances promulgated by the City, the Airport Security Plan ("ASP"), the FAA, Transportation Security Administration ("TSA") or other governmental agencies to protect the security and integrity of the Secured Area ("SA"),the Air Operations Area ("AOA"), and the Security Identification Display Area ("SIDA"), as defined by the City, the FAA, and TSA, and to protect against access to the SA, AOA, and SIDA by unauthorized persons. Subject to the approval of the Director, 46 Signatory Airline must adopt procedures to control and limit access to the SA, AOA, and SIDA by Signatory Airline, its assignees and sublessees, and its and their respective agents, contractors, suppliers of materials and furnishers of services, employees, and business invitees in accordance with all present and future ASP, FAA, and TSA laws, rules, regulations, and ordinances. Signatory Airline further agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees against the risk of legal liability for death, injury, or damage to persons or property, or fees and expenses, direct or consequential, arising from entry of the SA or SIDA permitted, allowed or otherwise made possible by Signatory Airline, its sublessees or its or their respective agents, contractors, suppliers of materials and furnishers of services, employees, business invitees, agents, or any person under the direction of Signatory Airline, which entry violates the City, ASP, FAA, or TSA laws, rules, regulations, or ordinances or Signatory Airline's Director -approved procedures for controlling access to the SA or SIDA as provided hereinabove. Signatory Airline must obtain employee identification badges for all personnel authorized by Signatory Airline to have access to the SA, AOA, and SIDA in accordance with the provisions of Federal Aviation Regulations, 49 CFR Part 1542, and other laws, rules, regulations and ordinances. Signatory Airline must pay all fines associated with security breaches/infractions by.Signatory Airline and its sublessees and its and their respective agents, officers, business invitees, and employee in the SA, AOA, and SIDA, regardless of whether the fine is assessed to the City, Airport or Signatory Airline and/or its sublessees, and its or their respective agents, officers, business invitees, or employees; however, Signatory Airline may contest such fine in accordance with administrative procedures of the agency issuing the fine. ARTICLE 18: GENERAL PROVISIONS 18.01 Subordination to Master Bond Ordinance A. This Agreement and all rights granted to Signatory Airline hereunder are expressly subordinated and subject to the lien and provisions of the pledges, transfer, hypothecation, and assignments made by City in the Master Bond Ordinance. City and Signatory Airline agree that, to the extent required by the Master Bond Ordinance or law, the holders of the Bonds or their designated representatives shall have the right to exercise any and all rights of City hereunder. B. City shall notify Signatory Airline in advance of any amendments or supplements to the Master Bond Ordinance that would materially alter the terms and provisions of this Agreement. 47 City and Signatory Airline shall use their "commercially reasonable" efforts to agree on the implementation of any such material amendments or supplements desired solely by City for its own purposes. If such material alteration will negatively impact financial or operational rights granted herein, then either party may immediately terminate this Agreement. C. With respect to property leased by the City to Signatory Airline hereunder which was or is to be acquired by the City with proceeds of Bonds, the interest on which is, or is intended to be, excludable from the gross income of the holders of such Bonds for federal income tax purposes, the parties hereby covenant to use "commercially reasonable" efforts to protect the tax-exempt status of the Bonds. 18.02 Non -waiver. No waiver of default by either party of any of the terms, covenants, or conditions of this Agreement to be performed, kept and observed by the other party shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants and conditions to be performed, kept and observed by the other party and shall not be deemed a waiver of any right on the part of the other party to terminate this Agreement as provided herein. 18.03 Rights Non -Exclusive. Notwithstanding anything herein contained that may be or appear to the contrary, the rights, privileges and licenses granted under this Agreement, except Exclusive Use Premises, are "non-exclusive" and the City reserves the right to grant similar privileges to others. 18.04 Quiet Enjoyment. A. City agrees that, so long as Signatory Airline's payment of Rentals, Fees, and Charges is timely and Signatory Airline keeps all covenants and agreements contained herein, Signatory Airline shall peaceably have and enjoy Signatory Airline's Leased Premises and all rights, privileges and licenses of the Airport, its appurtenances and facilities granted herein, subject to the terms and conditions herein contained. B. Consistent with the nature of Signatory Airline's business, Signatory Airline agrees that occupancy of Signatory Airline's Leased Premises will be lawful and quiet and that it will not knowingly use or permit the use of Signatory Airline's Leased Premises in any way that would violate the terms of this Agreement, create a nuisance, or disturb other tenants or the general public. Signatory Airline shall be responsible for the activity of its officers, employees, agents, and others under its control with respect to this provision. 48 18.05 Performance. The parties expressly agree that time is of the essence in this Agreement. Failure by a party to complete performance within the time specified, or within a reasonable time if no time is specified herein, shall relieve the other party, without liability, of any obligation to accept such performance. 18.06 Avigation Rights. The City reserves unto itself, its successors, and assigns for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Airport, including Signatory Airline's Leased Premises, for navigation or flight in the said airspace for landing on, taking off from, or operating at the Airport. 18.07 Rules and Regulations. A. Signatory Airline, its officers, employees, agents and others under its control shall observe and obey all laws, rules, regulations, ordinances, and orders of the federal, state, county and municipal governments which may be applicable to Signatory Airline's operations at the Airport. B. The City may from time to.time adopt, amend or revise reasonable and non-discriminatory rules, regulations and minimum standards for the conduct of operations at the Airport for reasons of safety, health, preservation of the property or for the maintenance of the good and orderly appearance of the Airport. Signatory Airline, its officers, employees, agents, and others under its control shall faithfully comply with and observe such rules, regulations and minimum standards, except as they may conflict with the terms and provisions of this Agreement or the regulations of another governmental authority having appropriate jurisdiction. C. Signatory Airline shall be strictly liable and responsible for obtaining, maintaining current, and fully complying with any and all permits, licenses, and other governmental authorizations, however designated, as may be required at any time throughout the entire Term of this Agreement by any federal, state, or local governmental entity or any court of law having jurisdiction over Signatory Airline or Signatory Airline's operations and activities at the Airport. 18.08 Inspection. Signatory Airline shall allow the City's authorized representatives access to Signatory Airline's Leased Premises for the purpose of examining and inspecting said premises; for purposes necessary, incidental to, or connected with the performance of its obligations under this 49 Agreement; or, in the exercise of its governmental functions. Except in the case of an emergency, upon reasonable advance notice, the City shall conduct such inspections during reasonable business hours with reasonable notice and in the presence of Signatory Airline's representative. 18.09 No Individual Liability. No official, officer, agent, director, or employee of the City or Signatory Airline shall be charged personally or held contractually liable by or to the other party under the terms or provisions of this Agreement or because of any breach thereof or because of its or their execution or attempted execution. 18.10 Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any other similar such relationship between the parties hereto. It is understood and agreed that neither the method of computation of Rentals, Fees, and Charges, nor any other provisions contained herein, nor any acts of the parties hereto, creates a relationship other than the relationship of landlord and tenant. 18.11 Capacity to Execute. Each of the parties hereto warrants and represents that the execution and delivery of this Agreement by the undersigned representative(s) has been duly authorized by all necessary corporate or municipal action, as applicable. 18.12 Savings. The parties hereto acknowledge that they have thoroughly read this Agreement, including any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein. The parties further acknowledge that this Agreement is the result of open negotiations between the parties and shall not be construed against the City by reason of the preparation of this Agreement by the City. 18.13 Successors and Assigns Bound. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 18.14 Incorporation of Exhibits. All exhibits and attachments referred to in this Agreement are intended to be and are hereby specifically made a part of this Agreement. 50 18.15 Titles. Section titles are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope or extent of any provision of this Agreement. 18.16 Severability. In the event that any covenant, condition or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not materially prejudice either the City or Signatory Airline in their respective rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. 18.17 Amendments. This Agreement constitutes the entire agreement between the parties. Except as provided herein, no amendment, modification or alteration of the terms of this Agreement shall be binding unless the same be in writing, dated subsequent to the date hereof, and executed by the parties. 18.18 Most Favored Nations. The City agrees not to enter into any Agreement with any other 14 CFR Part 121 Air Transportation Companies conducting similar operations at the Airport after the Effective Date of this Agreement that contains more favorable terms and conditions, landing fees, rentals or other charges than those provided in this Agreement. Such "similar operations at the Airport" means regularly scheduled commercial airline service that shall be conducted at the Terminal. Notwithstanding the foregoing, the City may offer incentives or discounts consistent with FAA guidelines and/or policies in setting Rentals, Fees, and Charges with any Air Transportation Company. 18.19 Other Agreements. Other than as set forth herein, nothing contained in this Agreement shall be deemed or construed to nullify, restrict or modify in any manner the provisions of any other agreement or contract between City and Signatory Airline authorizing the use of the Airport, its facilities and appurtenances. 18.20 Affiliate Airline. Signatory Airline and any designated Affiliate Airline shall be counted as one airline for the purposes of computing any Joint Use Premises charges, provided the Affiliate Airline has executed an Operating Agreement with City; provided however, that Signatory Airline shall be responsible for the actions and any and all charges (incurred on behalf of Signatory Airline) of (including the payment of any activity fees incurred by) any such designated Affiliate Airline while such designated Affiliate Airline operates at the Airport on behalf of Signatory Airline. Signatory Airline must provide City with a listing in writing of all of Signatory Airline's designated Affiliate Airlines and the relationship each Affiliate Airline has with Signatory Airline (i.e., Signatory Airline is a parent corporation to Affiliate Airline; Signatory Airline is in a partnership/contract with the designated Affiliate Airline, etc.). Signatory Airline 51 shall give City thirty (30) calendar days' written notice of any change to the Affiliate Airline designation and, if such notice request removes the "affiliate" designation from an Air Transportation Company, Signatory Airline will no longer be a guarantor of that former Affiliate Airline. Signatory Airline will use "commercially reasonable" efforts to assist City in having its designated Affiliate Airlines execute an operating agreement with City. 18.21 Approvals A. Whenever this Agreement calls for approval by the City, such approval shall be evidenced by the written approval of the Director. B. Any approval required by either party to this Agreement shall not be unreasonably withheld or delayed. 18.22 Notice. A. All notices, requests, consents and approvals served or given under this Agreement shall be served or given by the parties in writing by certified mail. If intended for the City, notices shall be delivered to: Director of Aviation City of Corpus Christi 1000 International Drive Corpus Christi TX 78406 or to such other address as may be designated by the City by written notice to Signatory Airline as stipulated above. B. Notices to Signatory Airline shall be delivered in the manner set out above to: United Airlines Attn: Airport Affairs 233 S Wacker Drive Chicago, IL 60606 52 or to such other address as may be designated by Signatory Airline by written notice to the City as stipulated above. 18.23 Agent For Service. It is expressly understood and agreed that if Signatory Airline is not a resident of the state of Texas, is an association or partnership without a member or partner resident of said state, or is a foreign corporation not licensed to do business in Texas, then, in any such event, Signatory Airline shall appoint an agent for the purpose of service of process in any court action between it and the City arising out of or based upon this Agreement. Signatory Airline shall immediately notify the City, in writing, of the name and address of said agent. Such service shall be made as provided by the laws of the state of Texas for service upon a non-resident engaging in business in the state. It is further expressly agreed, covenanted and stipulated that, if for any reason, such service of process is not possible, as an alternative method of service of process, Signatory Airline may be personally served out of the state of Texas by the certified mailing of such service at the address set forth in Section 18.22. 18.24 Governing Law. This Agreement is to be read and construed in accordance with the laws of the state of Texas. The parties agree that any court of proper jurisdiction presiding in Nueces County, Texas, shall be the forum for any actions brought hereunder. 18.25 Force Majeure. Except as herein provided, neither the City nor Signatory Airline shall be deemed to be in default hereunder if either party is prevented from performing any of the obligations, other than the payment of Rentals, Fees and Charges hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, weather conditions, riots, rebellion, war, acts of terrorism, or sabotage, or any other circumstances for which it is not responsible or which are not within its control. 18.26 Entire Agreement. It is understood and agreed that this instrument contains the entire agreement between the parties. It is further understood and agreed by Signatory Airline and the City that the City, the City's agents, Signatory Airline and Signatory Airline's agents have made no representations or promises with respect to this Agreement or the making or entry into this Agreement except as expressly set forth and neither party shall be liable by reason of the breach of any representations or promises not expressly stated in this Agreement. Any other written or verbal agreement is expressly waived by Signatory Airline and the City. 53 ATTEST CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Keith Selman, Interim City Manager APPROVED AS TO LEGAL FORM THIS DAY OF , 2018 Elizabeth Hundley, Assistant City Attorney for Miles Risley, City Attorney AIRLINE By: Name: Peter Froehlich Managing Director- Airport Affairs Title: Corporate Real Estate Date: December 18, 2018 54 Texas Mexican Railroad +0000 r RPZ CORPUS CHRISTI INTERNATIONAL AIRPORT w / / State Highway 44 State Highway 44 / K / / / LOC CRIT L Al !AAI- A ■ E. Glasson O 0 o❑ ALL WEATHER WIND ROSE 8 l N 0 i Al COMMERCIAL APRON NND CONE 1 s • II AIRPORT DATA TABLE LEGEND I i 1 AIRFIELD PAVEMENTS LAT. 27°46'19.90"N AIRPORT BUILDINGS LONG. 09730'08.70"W -------e---- AIRPORT PROPERTY LINE (((( AIRPORT & TERMINAL NAV. AIDS BLAST PAD VOR/DME MISC. FACILITIES-T/W LIGHTING BUILDING RESTRICTION LINE BRL RUNWAYS GROOVED 170,000+DWL YES CLEAR ZONE 92.8 YES ® N44°11'W AIRPORT REFERENCE POINT * 36 AIRPORT BEACON 31 RUNWAY END ELEVATION VISUAL GUIDANCE LIGHTING A 43.51 RAIL NAVIGATIONAL AIDS VORTAC PERIMETER ROAD ILS LOC .. • . . x PERIMETER FENCE • PAPI ODALS — MALSR LOCALIZER ANTENNA - NPI PI AIRPORT DATA TABLE AIRPORT ELEVATION 18/36 RUNWAY 46.1' AIRPORT REFERENCE LAT. 27°46'19.90"N POINT (ARP) COORDINATES LONG. 09730'08.70"W MEAN MONTHLY TEMPERATURE OF HOTTEST MONTH 0.06 84.2° F AIRPORT & TERMINAL NAV. AIDS HIRL VOR/DME MISC. FACILITIES-T/W LIGHTING B727-200 YES RUNWAYS GROOVED 170,000+DWL YES GUIDANCE SIGNS 92.8 YES TAXIWAY CL LIGHTS N44°11'W NO NORTH AMERICAN DATUM 36 1983 RTR MD COM RSA A3 Nso RSA CONE 1 1 36 A 4 RSA RUNWAY DATA TABLE I RWY 13 18/36 RUNWAY 13/31 RUNWAY EXISTING EXISTING RUNWAY LENGTH X WIDTH 6080 X 150 7510 X 150 RUNWAY GRADIENT 0.02 0.06 MARKING HIRL HIRL CRITICAL AIRCRAFT B727-200 B727-200 PAVEMENT STRENGTH 170,000+DWL 170,000+DWL % WIND COVERAGE 89.8 92.8 TRUE BEARING NO°53'29"W N44°11'W RUNWAY END 18 36 13 31 RUNWAY END ELEVATION 40.87 39.67 43.51 40.90 NAVIGATIONAL AIDS VORTAC ILS ILS LOC VISUAL AIDS PAPI PAPI PAPI PAPI MALSR MALSR MALSR MALSR TYPE APPROACH NPI PI PI NPI EXISTING APPROACH SLOPE 93:1 79:1 79:1 72:1 REQUIRED APPROACH SLOPE 34:1 50:1 50:1 34:1 TAXIWAY MARKING YES YES YES YES _ TAXIWAY LIGHTS YES YES= ES YES ATCT RUNWAY DECLARED DISTANCE INFORMATION RWY 13 TORA-7510 TODA-7510 ASDA-7510 LDA -7510 RWY 18 TORA-6080 TODA-6680 ASDA-6680 LDA -6080 RWY 31 TORA-7510 TODA-7510 ASDA-7510 LDA -7510 _RWY 36 TORA-6080 TODA-6080 ASDA-6080 LDA -6080 L 55 0 I A iii\vW V / \ v I \ I / I I 4. // 1 I , 1 4// Bear Lane I \ I / I \\\ //11 \ / 1 \v/ 1 I 1 I RPZ li 36 SOURCE: U.S. WEATHER BUREAU - CORPUS CHRISTI, TEXAS RECORD: NOV. 1949 - OCT. 1956 INCL. TOTAL OBSERVATIONS: 61.368 WIND COVERAGE - 15 MPH COMPONENT RUNWAY 13-31 92.8% RUNWAY 13-31 AND RUWNAY 18-36 98.7% 1 1 i CORPUS CHRISTI INTERNATIONAL AIRPORT SCALE: N.T.S. AIRPORT LAYOUT PLAN EXHIBIT A PREPARED BY: CDB APPR BY: CARL GROSS DATE: 05-23-2017 CITY OF CORPUS CHRISTI DEPARTMENT OF AVIATION 2017 PROJECT NO. PAGE 1 OF 1 UA TICKETING EXHIBIT B 2017 OCT-2017 2017 UNITED AIRLINE 2017 UNITED ATO AREA EXHIBIT B2 UNITED AIRLINES ATO UA TICKETING UA TICKET COUNTER UNITED 2017 OCT-2017 UNITED AIRLINES OPERATIONS AREA 2017 EXHIBIT B3 FLOOR AREA = 601.00 SF UNITED OPS AREA UNITED OCT-2017 2017 FLOOR AREA = 2,115.08 Sq.Ft. COLUMN CENTER LINE UNITED HOLDROOM UNITED HOLDROOM76’-00”10’-00”4’UNITED HOLDROOM 2,115.08Sq.Ft. ------------------Corpus Christi International Airport [ n I EXHIBIT B5 LEASED AREA SECURITY CHECKPOINT CORPUS CHRISTI INTERNATIONAL AIRPORT 2017 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSNE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS ANO FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL. OR. IN THE ABSENCE OF INTERIOR WALLS. THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EX ISTED. , 0 • -0 r r 0 SECURITY CHECKPOINT TOTAL FLOOR AREA= 3,271 SF KEY MAP SCCURITY CHECKPOINT .,, ... . . . . . . . · ............. .iii • P1 oi,N<1me: COEUNOJ,. V(;(}NZALEZ OCT-2017 ,�· .. : __ · ___ C,._ I A .. · .. ·-.: :. _'. :-·· 201T .,LEASE.AGREEMENTS L,_____ EXHIBIT B6 LEASED AREA BAGGAGE CLAIM AREA CORPUS CHRISTI INTERNATIONAL AIRPORT 2017 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WAlLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , OR. IN THE ABSENCE OF INTERIOR WALLS. THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WAlL EXISTED. BAGGAGE CLAIM 4102.31 SF • • BAGGAGE BREAK-DOWN 1900.22 SF BAGGAGE CLAIM AREA/ BAGGAGE BREAK-DOWN 4,102.31 SF 1,900.22 SF TOTAL FLOOR AREA= 6,002.53 SF ' I") co I') Corpus Christi International Airport KEY MAP COEUNOJ, VGONZALEZ Ocne: DCT-2017 Ptoj.Name,: 2011 _\.EASE..AGREEMENTS EXHIBIT B8 UNITED 2017 LEASED AREAS UNITED AIRLINE BSO UNITED B.S.O. 2017 OCT-2017 EXHIBIT B7 UNITED B.S.O. 107-0 Gate 1 CCIA GATE 1 26,757.68 S.F. 205'--0" GATE 3A 30,992.82 S.F. Sa/D4 't57 m 43/75,5,--2 E GATE 2 28,036.35 S.F. 2.05'- GATE 3 GATE 6 United aro.a ,33,880.91 S.F. CROL.'NO L • 61>•s tti:t Eza•ufSg .ET GATE 33 30,898.92 S.F. --- GATE 5 31 ,773.67 S.F. GATE 4 11,741.72 S.F. / Corpus Christi International Airport - UNITED EXTENDED APRON AREA = 3,818 SF 83-0' For 1 EXHIBIT B8 LEASED APRON SPACE UNITED AIRLINES CORPUS CHRISTI INTERNATIONAL AIRPORT 2017AIRLINE LEASE AGREEMENT PREF E SEN flAL USE OF 911'141 POSITIONS EXU121�C &RUNE 1114.A!RCRAF T •1 CPA I2 /.3A SOUTHWEST UNITED 02-9 UNITED 7. 7 ATH -72. w0-80. 737. DC -0 caA AMERICAN EAGLE LRJ AN EA LE A '-J cclA cq.l CCIA r„•�.,,. e r COE; ADFtcveC tro VCONZAtEZ Date OCT -2017 Pio}. Name: 2C IT .L EASE,.,+CPE E `y E.,,. 63 . � . . . ""• --'----"' L__ -- SOUTHWEST GSE Storage (AREA: 3,684 SF) UNITED GSE Storage (AREA: 3,818 SF) '\. EXHIBIT B9 LEASED APRON SPACE GSE STORAGES CORPUS CHRISTI INTERNATIONAL AIRPORT 2017 AIRLINE LEASE AGREEMENT I � / '\. ---- -----1/ -- C0EUNOh. App,oved by: VCONZAt.EZ OCT-2017 Pro� N♦rnt: 2011 �LEASLAGREEMENTS 0 0 ,�. _, 0 0 ' ,�1 ,. ·- D � 0 0 Meeter Greeter Area ""·' SM COSto<. - CORPUS CHRISTI INTERNATIONAL AIRPORT 0 ! UNflEO e.s.o.112 SF """'" -- C\u C\CJ 0 I I I 0 0 0 0 0 ( 0 0 0 0 EXHIBIT B10 GROUND FLOOR LEVEL TOTAL FLOOR AREA 91,477 SqFt CCIA 25,637.77 SqFt FIS 15,263.54 SqFt PUBLIC COMMON USED 22,115.98 Sq Ft TSA 4,952.33 SqFt AIRLINES COMMON USED 6,002.53 SqFt AMERICAN AIRLINE SOUTHWEST AIRLINE UNITED AIRLINE FUTURE AIRLINES RENTAL CARS 2, 1 98.57 Sq Ft 3,296.50 SqFt 2,837.71 SqFt 6,873.50 SqFt 2,298.57 SqFt UNITED AIRLINE 2,115.0$ SqFt 1 0 OPEN FROM ABOVE iiI•IIII*N*l 11 I .fl) rt. 0 • Ct1F' CORPUS CHRISTI INTERNATIONAL AIRPORT 1,585.96 SqFt Holdroom 1) AMERICAN AGLE AIRLINE 2,681.12 SqFt , z , (Ho/droom 5) II11111111•11111111 0 —0 0 L SOUTHWEST AIRLINE 2,293.47 SqFt (Holdroom 2) Ltri GROUN LOAD / JET BRIDGE 1,015.29 SqFt (+ioldroom 4/6) r f - l • 1 OPEN FROM ABOVE t DEVE1,0011401T AND PLANN,NO -4- ate AGIWAIRPORT QV*RATO.a EXHIBIT 611 SECOND FLOOR LEVEL TOTAL FLOOR AREA 54,278 SqFt CCIA PUBLIC COMMON USED TSA OPS AIRLINES COMMON USED AIRLINE HOLDROOMS (American, Southwest & United + CCIA Ground Load / Jet Bridge) FOODS & RETAIL FIS COMMON AREA 14,744.30 SqFt 17,023.51 SqFt 2,969.00 SqFt 3,271.00 SqFt 9,690.92 SqFt 5,456.10 SqFt 1,123.17 SqFt EXHIBIT C (Reserved) Ticket Counters and Queue Area Offices & Baggage Makeup Airline Operations Area Baggage Claim & Conveyor Security Baggage Screening Gates Checkpoint Loading Bridges Apron Area 1. Air Conditioning a. Maintenance C C C C C C C C N/A b. Operation C C C C C C C C N/A c. Distribution C C C C C C C N/A N/A 2. Heating a. Maintenance C C C C C C C C N/A b. Operation C C C C C C C C N/A c. Distribution C C C C C C C N/A N/A 3. Lighting a. Bulb & Tube Replacement C A A C C C C C C b. Maintenance C C C C C C C C C 4. Electrical Maintenance C C C C C C C C C 5. Water a. Distribution N/A C C C C N/A N/A C C b. Fixtures N/A A A C C N/A N/A C C 6. Sewage a. Distribution N/A C C C C C N/A N/A N/A b. Fixtures N/A A A C C C N/A N/A N/A 7. Maintenance a. Other than Structure A A A C C C C C N/A b. Structure C C C C C C C C C c. Exterior C C C C C C C C A 8. Custodial Service C A A C C C C C A 9. Window Cleaning a. Exterior N/A C C C C C N/A C N/A b. Interior N/A A A C C C N/A C N/A NOTES: A - AIRLINE, C - CITY, N/A - NOT APPLICABLE. NEW CONSTRUCTION AND DAMAGE REPAIR ARE NOT SUBJECT TO THIS MATRIX AND SHALL BE GUIDED BY THE LEASE DOCUMENT. EXHIBIT D DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCE AIRLINE PREFERENTIAL USE SPACE AIRLINE JOINT USE EXHIBIT E MONTHLY STATISTICAL REPORT AIRLINE:ACTIVITY FOR MONTH OF: AIRCRAFT TYPE AIRCRAFT WEIGHT ACUTAL NUMBER OF LANDINGS CHARTER LANDINGS DIVERSIONS TOTAL LANDING WEIGHT SIGNATORY RATE NON SIGNATORY RATE TOTAL LANDING FEE DUE C700 67,000 0 -$ E135 40,785 0 -$ E140 41,226 0 -$ E145 43,651 0 -$ AT72-212 47,068 0 -$ AT72-212A 49,273 0 -$ A319S 0 -$ ERJ 41,226 0 -$ LRJ 43,651 0 -$ SLJ 40,785 0 -$ XRJ 44,092 0 -$ 737-500 110,000 0 -$ 737-300 114,000 0 -$ 737-700 128,000 0 -$ 737-800 144,000 0 -$ 737-900 146,900 0 -$ 757-200 198,000 0 -$ 757-300 224,000 0 -$ EMB-190 97,000 0 -$ CE-208B 8,500 0 -$ MD-82 130,000 0 -$ MD-83 139,500 0 -$ MD-87 128,000 0 -$ B 737-400 -$ TOTAL LANDINGS 0 TOTAL LANDING WEIGHT 0 Total -$ TOTAL SEATS AVAILABLE PER USE (TURN) FEE NUMBER OF PER TURNS RATE Signatory Gate Use Fee -$ Signatory RON (Runway Overnight Parking) -$ Non-Signatory Per Turn Charge -$ Non-Signatory RON -$ TOTAL ENPLANED PASENGERS 0 TOTAL DEPLANED PASENGERS 0 CARGO:MAIL FREIGHT TOTAL DUE TO CRP -$ ENPLANED (OUTBOUND) Prepared/Approved by: DEPLANED (INBOUND) TOTAL POUNDS 0 0 Date ENPLANED REV PASSENGERS ENPLANED NON REV PASSENGERS DEPLANED REV PASSENGERS DEPLANED NON REV PASSENGERS EXHIBIT F (Reserved) EXHIBIT G (for illustrative purposes only) AVIATION ACTIVITY CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18' Enplaned Passengers: American 127,300 Southwest 117,473 United 95,965 Charters 2,438 ' Total 343,176 Aircraft Operations: American 2,219 Southwest 1,346 United 2,012 Charters 38 ' Total 5,616 Aircraft Landed Weight (1000-lb units): American 133,877 Southwest 166,712 United 97,791 Charters 5,266 ' Total 403,646 Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 1 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) CURRENT TERMINAL SPACE (s.f.)CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18'' Terminal Space: ATO/Bag Belt: American 1,104 Southwest 1,827 United 1,362 Vacant (incl Tkt Ctr, ATO, Bag Belt)6,874 ' Total ATO/Bag Belt 11,166 Ticketing: American 296 Southwest 470 United 365 ' Total Ticketing 1,131 Queueing: American 351 Southwest 581 United 296' Total Queueing 1,227 Ops: American 448 Southwest 419 United 601 ' Total Ops 1,468 BSO: American 0 Southwest 0 United 214' Total BSO 214 Holdroom: American 2,064 Southwest 2,293 United 2,310 Vacant/Ground Loading (Gates 1, 4, 6)3,023' Total Holdroom 9,691 Airline Exclusive/Preferential Space: American 4,263 Southwest 5,590 United 5,147 Vacant 9,897' Total Exclusive/Preferential Space [A]24,897 Airline Joint Use: Baggage Claim Public 4,102 Baggage Claim Tug Drive 1,900 Security Checkpoint 4,505 ' Total Joint Use Space [B]10,507 Total Airline Space [C=A+B]35,404 LESS: Airline Vacant Space (9,897)' Total Airline Leased Space 25,507 Other Terminal Space: Concession 5,456 Rental Car Counters/Offices 2,299 TSA Offices 6,687 Administrative Offices 14,744 Public Common Used 39,139 Other 42,025 Total Other Terminal Space [D]110,351 Total Terminal Space [E=C+D]145,755 Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 2 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) DEBT SERVICE CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18' Total [A]631,601$ Percent Allocatated: Airfield [B]59.8% Terminal Building and Area [C]23.5% Parking and Ground Transportation [D]8.9% Other [E]7.8%' Total 100.0% By Cost Center: Airfield [F=A*B]$377,545 Terminal Building and Area [G=A*C]148,615 Parking and Ground Transportation [H=A*D]56,180 Other [I=A*E]49,261 ' Total [J=F+G+H+I]$631,601 Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 3 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) OPERATING EXPENSES CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18' By Category: Personnel 3,461,457$ Benefits 1,594,857$ Supplies and Equipment 467,530$ Contract Services 853,541$ Utilities 636,000$ Maintenance and Repairs 399,373$ Administrative 567,631$ Insurance 331,050$ ' Total [A]8,311,439$ Percent Allocatated: Airfield [B]21.5% Apron [C]2.4% Terminal Building and Area [D]45.5% Parking and Ground Transportation [E]20.2% Aviation [F]5.1% Non-Aviation [G]5.2%' Total 100.0% By Cost Center: Airfield [H=A*B]1,788,449$ Apron [I=A*C]198,717$ Terminal Building and Area [J=A*D]3,781,782$ Parking and Ground Transportation [K=A*E]1,679,967$ Aviation [L=A*F]426,332$ Non-Aviation [M=A*G]436,192$ ' Total 8,311,439$ Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 4 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) CIP FUNDING PLAN CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending september 30) Estimated Project Name Year Project Cost Actuals Variance Entitlement Discretionary CFCs Local (non PFCs)Local (PFCs)Other (3rd Party, etc)'''''''''''' Rehabilitate Terminal Air Carrier Apron (Taxilane), Area A1, (Construction)1/1/2017 3,333,333 0 3,333,333 -$ 3,000,000$ -$ 333,333$ -$ -$ Rehabilitate Terminal Air Carrier Apron (Taxilane), Area A2, (Plans & Specs.) 1/1/2017 361,111 0 361,111 325,000$ -$ -$ 36,111$ -$ -$ Rehabilitate East GA Apron, Areas A5, A6 & A7, (Construction)1/1/2017 3,972,222 0 3,972,222 1,875,000$ 1,700,000$ -$ 397,222$ -$ -$ Rehabilitate East GA Apron, Areas A8 & A9 (Plans & Specs.)1/1/2017 333,333 0 333,333 300,000$ -$ -$ 33,333$ -$ -$ ''''''''' 2016-17 Subtotal 7,999,999$ -$ 7,999,999$ 2,500,000$ 4,700,000$ -$ 800,000$ -$ -$ Rehabilitate Terminal Air Carrier Apron (Taxilane), Area 2 (Construction)1/1/2018 5,972,222 0 5,972,222 1,375,000$ 4,000,000$ -$ 597,222$ -$ -$ Rehabilitate Terminal Air Carrier Apron (Taxilane), Area 3 (Plans & Specs.)1/1/2018 361,111 0 361,111 325,000$ -$ -$ 36,111$ -$ -$ Rehabilitate East GA Apron, Areas A8 & A9 (Construction)1/1/2018 4,277,778 0 4,277,778 600,000$ 3,250,000$ -$ 427,778$ -$ -$ Rehabilitate East GA Apron, Area A10 (Plans & Specs.)1/1/2018 222,222 0 222,222 200,000$ -$ -$ 22,222$ -$ -$ ''''''''' 2017-18 Subtotal 10,833,333$ -$ 10,833,333$ 2,500,000$ 7,250,000$ -$ 1,083,333$ -$ -$ Rehabilitate Terminal Air Carrier Apron (Taxilane), Areas 3 (Construction)1/1/2019 6,333,333 0 6,333,333 1,700,000$ 4,000,000$ -$ 633,333$ -$ -$ Rehabilitate East GA Apron, Area A10, (Construction)1/1/2019 2,222,222 0 2,222,222 -$ 2,000,000$ -$ 222,222$ -$ -$ Improve Terminal Building, Phase I (Building Assessment)//CRP Funded [$250,000]1/1/2019 0 0 0 -$ -$ -$ -$ -$ -$ CRP's Entitlement Reimbursement [FY-2020//$250,000]1/1/2019 0 0 0 -$ -$ -$ -$ -$ -$ Acquire 1500 Gallon ARFF Vehicle 1/1/2019 888,889 0 888,889 800,000$ -$ -$ 88,889$ -$ -$ ''''''''' 2018-19 Subtotal 9,444,444$ -$ 9,444,444$ 2,500,000$ 6,000,000$ -$ 944,444$ -$ -$ FY-2020//Improve Terminal Building, Phase II (Assessment, Plans & Specs.)1/1/2020 1,388,889 0 1,388,889 1,250,000$ -$ -$ 138,889$ -$ -$ FY-2021//Improve Terminal Building, Phase III [Construction//$10.0M (est.)//CRP Funded]1/1/2020 4,166,667 0 4,166,667 3,750,000$ -$ -$ 416,667$ -$ -$ CRP's Entitlement Reimbursements [FY(s)- 2022, 2023, and 2024]1/1/2020 8,333,333 0 8,333,333 7,500,000$ -$ -$ 833,333$ -$ -$ ''''''''' 2019 - 2024 Subtotal 13,888,889$ -$ 13,888,889$ 12,500,000$ -$ -$ 1,388,889$ -$ -$ ''''''''' Total Project Costs 42,166,665$ -$ 42,166,665$ 19,999,999$ 17,949,999$ -$ 4,216,667$ -$ -$ ''''''''' Please Note: ATO May Request Relocation of ASR-11 Due to Line-Of-Site Problems (RWY 13 End) Note: Amounts may not add due to rounding. Source: Airport management records Funding Sources 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 5 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) NON-AIRLINE REVENUE CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18' Non-Airline Operating Revenue by Cost Center: Airfield: Fuel flowage fees 90,065$ Security service 321,360$ ' Total Airfield [A]411,425$ Apron: RON Fees [B]1,000$ Terminal Building and Area: Resale - Electric Power - Term 60,000$ Airline Janitorial Services 40,450$ Gift shop concession 115,500$ Restaurant concession 170,268$ Automated teller machines 12,000$ Advertising space concession 60,000$ Airport Badging Fees 36,950$ TSA-Check Point Fees 87,600$ Terminal Space Rental-other 500,436$ Trash hauling - caterer -$ Other revenue 1,000$ ' Total Terminal Building and Area [C]1,084,204$ Parking and Ground Transportation: Parking lot 1,387,586$ Premium Covered Parking 808,977$ Auto rental concession 1,433,496$ Parking fines-Airport -$ Rent-a-car parking 59,760$ Rent-a-car Security Fee 262,824$ Ground transportation 69,660$ ' Total Parking & Ground Transportation [D]4,022,303$ Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 6 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) NON-AIRLINE REVENUE (con't)CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18' Aviation: Fixed based operator revenue 534,000$ Cargo Facility Rental 29,364$ ' Total Aviation [E]563,364$ Non-Aviation: Rent - commercial non-aviation 72,504$ Agricultural leases 71,414$ Gas and oil sales 7,056$ Oil and gas leases 10,800$ ' Total Non-Aviation [F]161,774$ By Cost Center: Airfield [A]411,425$ Apron [B]1,000$ Terminal Building and Area [C]1,084,204$ Parking and Ground Transportation [D]4,022,303$ Aviation [E]563,364$ Non-Aviation [F]161,774$ ' Total Non-Airline Operating Revenue [G]6,244,070$ Non-Operating Revenue: Interest on investments 16,800$ Tenant Maintenance Services -$ Net Inc/Dec in Fair Value of Investment -$ Sale of scrap/city property 3,250$ Purchase discounts 3,000$ ' Total Non-Operating Revenue [H]23,050$ Total Non-Airline Revenue [I=G+H]6,267,120$ Interfund Contributions: Interdepartmental Services [J]48,000$ Transfer from other Fund [K]22,806$ Total Non-Airline Revenue and Interdepartmental Contributions [L=I+J+K]6,337,926$ ' Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 7 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) LANDING FEE AND REVENUE CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18' Airfield Requirement: Operating Expenses 1,788,449$ Debt Service 377,545$ Capital Outlay ' Total Requirement [A]2,165,994$ Adjustments: Apron Credit -$ GSE Storage Credit 16,131$ Net Airfield Requirement:2,149,864$ Required Landing Fee (no subsidy applied)5.33$ Airfield Credits: Non-Signatory Airline Landing Fees -$ Non-Airline Revenue 411,425$ ' Total Airfield Credits [B]411,425$ Net Airfield Requirement (airfield credits applied)[C=A-B]1,738,439$ Landed Weight (1000-lb units):[D]403,646 Landing Fee Rate (without addl subsidy applied)[E=C/D]4.31$ Discretionary Revenue Applied [F]533,152$ Net Airfield Requirement [G=C-F]1,205,286$ Revised Landing Fee Rate [H=G/D]2.99$ Total Landing Fee Requirement [I=D*H]1,205,286$ Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 8 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) AIRCRAFT PARKING APRON AREA AT TERMINAL (s.f.)CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Year Ending September 30) Budget' 2017-18' Apron Requirement: Operating Expenses 198,717$ Debt Service -$ Capital Outlay ' Total Requirement [A]198,717$ Apron Credits: RON Fees [B]1,000$ Net Apron Requirement [C=A-B]197,717$ Preferential Use Apron Area Leased [D]121,702 Apron Fee (per s.f.)[E=C/D]1.62$ Total Apron Fee Revenue [F=D*E]197,717$ Apron Revenue: American 51,619$ Southwest 45,548$ United 100,549$ ' Total Apron Fee Revenue by Carrier 197,717$ Amounts may not add due to rounding. Source: Airport Management records. 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 9 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) GSE STORAGE AREA CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18' Airline Rented (sf): American [A]2,427 Southwest [B]3,684 United [C]3,818 ' Total S.F. Airline Rented 9,929 GSE Rate [D]$1.62 Airline GSE Revenue: American [E=A*D]3,943$ Southwest [F=B*D]5,985$ United [G=C*D]6,203$ ' Total GSE Revenue 16,131$ Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 10 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) TERMINAL RENTAL RATE AND REVENUE CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18' Terminal Requirement: Operating Expenses 3,781,782$ Debt Service 148,615$ Capital Outlay Apron Allocation -$ ' Total Terminal Requirement [A]3,930,396$ Required Terminal Rate (no subsidy applied)154.09$ Terminal Credits: Non-Airline Revenue 1,084,204$ Gate Fee Revenue 43,410$ Federal Inspection Services -$ ' Total Terminal Credits [B]1,127,614$ Total Airline Terminal Requirement (no Subsidy)[C=A-B]2,802,782$ ' Airline Leased Premises [D]25,507 Terminal Rate (terminal credits applied/no addl subsidy)[E=C/D]109.88$ Gross Airline Terminal Revenue (no Subsidy)2,802,782$ Discretionary Revenue Applied [F]533,469$ Net Airline Terminal Revenue [G=C-F]2,269,314$ Effective Terminal Rate (with addl subsidy applied)[H=G/D]88.97$ Exclusive/Preferential Airline Rented Space [I]15,000 Joint Use Space [J]10,507 ' 25,507 Terminal Revenue: Exclusive/Preferential Space [K=H*I]1,334,532$ Joint Use Space [L=H*J]934,782$ ' Total Terminal Revenue [M=K+L]2,269,314$ ' Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 11 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) GATE USE FEE CALCULATION CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18' Total Gate Use Fee Requirement Effective Terminal Rate (with addl subsidy applied)[A]88.97$ Holdroom Space (sf)[B]9,691 ' Total Holdroom Requirement [C=A*B]862,177$ Apron Requirement [D]197,717$ ' Total Gate Use Fee Requirement [E=C+D]1,059,894$ Total Annual Commercial Passenger Operations [F]5,616 Average Signatory Gate Use Fee Per Operation [G=E/F]188.74$ Average Non-Signatory Gate Use Fee Per Operation [H]235.92$ All Gate Signatory Operations [I]200 All Gate Non-Signatory Operations [J]24 All Gate Signatory Revenues [K= G*I]37,748$ All Gate Non-Signatory Revenues [L=H*J]5,662$ Total Gate Revenues [M=K+L]43,410$ Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 12 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only)CORPUS CHRISTI INTERNATIONAL AIRPORT CALCULATION OF NET REVENUE AVAILABLE TO SHARE (Fiscal Years Ending September 30) Budget' 2017-18' Revenue: Net Landing Fee Revenue (before subsidy)1,738,439$ Apron Fee Revenue 197,717 GSE Storage Fee Revenue 16,131 Terminal Rental Revenue (before subsidy)2,802,782 Non-Airline Revenue: Airfield 411,425 Apron Fee Revenue 1,000 Terminal Building & Area 1,084,204 Parking and Ground Transportation 4,022,303 Aviation 563,364 Non-Aviation 161,774 Non Operating Revenue 23,050 Interfund Contributions 70,806 ' Total Revenue [A]11,092,994$ ' Operating Expense: Airfield 1,788,449$ Apron 198,717 Terminal Building & Area 3,781,782 Parking & Ground Transportation 1,679,967 Aviation 426,332 Non-Aviation 436,192 ' Total Operating Expense [B]8,311,439$ Debt Service: Airfield 377,545$ Terminal Building & Area 148,615 Parking & Ground Transportation 56,180 Other 49,261 ' Total Debt Service [C]631,601$ Total Airport Capital Expense [D]1,083,333$ Total Expense (including Debt Service)[E=B+C]8,943,040$ Amount Available to Share (after local CIP match)[F=A-D-E]1,066,621$ Terminal Upgrade Reserve [G]-$ Adjusted Available to Share [H=F-G]1,066,621$ 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 13 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) COST PER ENPLANED PASSENGER CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18 Airline Revenue: Landing Fees 1,205,286 Terminal Rentals 2,269,314 Apron Revenue 197,717 GSE Storage 16,131 ' Total Airline Revenue [A]$3,688,447 Enplaned Passengers [B]343,176 Cost per Enplaned Passenger [C=A/B]$10.75 Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 14 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) AIRLINE RATES SUMMARY CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Landing Fee (per 1,000 lbs.)Landed Weight Rate Total American 133,877 2.99$ 399,756$ Southwest 166,712 2.99$ 497,802$ United 97,791 2.99$ 292,003$ Charters 5,266 2.99$ 15,725$ Total Landing Fees 403,646 1,205,286$ Terminal Rent Exclusive/Preferential Ticket Counter/ATO/BSO/Queueing/Bag Belt:S.F.Rate Total American 1,751 88.97$ 155,762$ Southwest 2,878 88.97$ 256,004$ United 2,237 88.97$ 198,995$ Vacant 6,874 88.97$ Ops: American 448 88.97$ 39,840$ Southwest 419 88.97$ 37,277$ United 601 88.97$ 53,469$ Holdroom: American 2,064 88.97$ 183,656$ Southwest 2,293 88.97$ 204,044$ United 2,310 88.97$ 205,485$ Vacant 3,023 88.97$ Apron: American 31,774 1.62$ 51,619$ Southwest 28,036 1.62$ 45,548$ United 61,892 1.62$ 100,549$ GSE Storage: American 2,427 1.62$ 3,943$ Southwest 3,684 1.62$ 5,985$ United 3,818 1.62$ 6,203$ Total Exclusive/Preferential 156,528 1,548,379$ Joint Use S.F.Percentage Total Bag Claim Public: American 37.1%135,375$ Southwest 34.2%124,925$ United 28.0%102,052$ Unscheduled 0.7%2,592$ ''' Total Bag Claim Public 4,102 88.97$ 364,945$ Bag Claim Tunnel: American 37.1%62,704$ Southwest 34.2%57,864$ United 28.0%47,269$ Unscheduled 0.7%1,201$ ''' Total Bag Claim Tunnel 1,900 88.97$ 169,038$ Security Checkpoint: American 37.1%148,675$ Southwest 34.2%137,199$ United 28.0%112,078$ Unscheduled 0.7%2,847$ ''' Total Security Checkpoint 4,505 88.97$ 400,799$ Total Joint Use 10,507 88.97$ 934,782$ Total Exclusive/Preferential & Joint Use Fees 167,035 2,483,161$ Budget 2017-18' ' Using 100% Joint Use Scenario 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 15 of 16 7/2/2018 EXHIBIT G (for illustrative purposes only) AIRLINE RATES SUMMARY (con't)CORPUS CHRISTI INTERNATIONAL AIRPORT (Fiscal Years Ending September 30) Budget' 2017-18 Summary by Airline: Landing Fees: American 399,756$ Southwest 497,802$ United 292,003$ Unscheduled 15,725$ ' 1,205,286$ Exclusive/Preferential: American 434,819$ Southwest 548,859$ United 564,701$ Vacant -$ ' Total Preferential 1,548,379$ Joint Use: American 346,754$ Southwest 319,988$ United 261,400$ Unscheduled 6,640$ ' Total Joint Use 934,782$ Total Landing & Terminal Rental Fees 3,688,447$ Amounts may not add due to rounding. Source: Airport management records 2018 CRP Financial Model - 30 FINAL v2 - Exhibit G.xlsx Page 16 of 16 7/2/2018 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of January 15, 2019 Second Reading Ordinance for the City Council Meeting of January 22. 2019 DATE:11/28/2018 TO:Keith Selman, Interim City Manager FROM:Nina Nixon-Mendez, FAICP, Director of Development Services NinaM@cctexas.com (361) 826-3276 CAPTION: Ordinance authorizing a Right-of-Way License Agreement with BL Marina Properties, LP., (“Permittee”) to install a private wastewater conveyance system force main subject to the Permittee’s compliance with specified conditions. PURPOSE: BL Marina Properties, (“Permittee”) has a property located at 101 Caribbean Drive. The Permittee intends to install a private lift station on the property and install 225-linear feet of 2-inch force main that will discharge into the City’s wastewater collection system manhole. BACKGROUND AND FINDINGS: BL Marina Properties, LP., intends to discharge property wastewater via a proposed 225- linear foot of proposed 2-inch force main. The force main would run west and run in the public Caribbean Drive Right-of-Way and discharge into a wastewater manhole located at the intersection of Caribbean Drive and Nassau Drive. The force main will be operated and maintained by the private developer as a stipulation of the license agreement. This proposed RV property is at a lower topographic elevation than the servicing manhole which will not allow for gravity conveyance. A private lift station and a licensed force main will be needed to serve the development. This service approach ensures that no septic system would be considered. The City of Corpus Christi Utilities Department requires that BL Marina Properties, LP build and maintain the proposed wastewater service as private system. Right-of-Way License Agreement for a private wastewater collection system and conveyance system force main. ALTERNATIVES: Deny the request of a Right-of-Way License Agreement. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: City Charter Article IX, Section 1, requires City Council approval for use of any portion of public right-of-way for private purposes. Ordinance 026217, Section 3. Section. 49-61. Fees for use of public ways by unauthorized pipelines. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies had any objections regarding the proposed Right-of-Way License Agreement, provided the applicant meets the specified conditions set out in the Right-of-Way License Agreement. FINANCIAL IMPACT: □ Operating ⾙ Revenue □ Capital □ Not Applicable □Other Fiscal Year: 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $562.50 $562.50 BALANCE $562.50 $562.501 Fund(s):General Funds!42 1 Note: Permit fee set at $2.50/linear foot Comments:None RECOMMENDATION: Staff recommends approval and adoption of the ordinance. Owners must comply with all the following specified conditions of the ordinance: a. In exchange for the City’s authorization for use of the public right-of-way by the Permittee for the stated purpose, the Permittee agrees to provide the City with a one-time Right-of-Way License Agreement fee of $562.50. b. The Permittee’ use of the private wastewater sewer main is strictly limited to serving the Permittee’ facilities in Caribbean Dreams. Permittee may not provide wastewater service through the wastewater sewer main to any facilities other than the facilities specified in this section nor may Permittee permit or allow anyone else to provide wastewater service or any other service through the force main to any facility whether owned by the Permittee or by another person or entity. c. All costs incurred to install, operate, maintain, repair, and remove the wastewater sewer main are the sole responsibility of the Permittee. LIST OF SUPPORTING DOCUMENTS: Ordinance Right-of-Way License Page 1 of 2 Ordinance authorizing a Right-of-Way License Agreement with BL Marina Properties, LP., (“Permittee”) to install a private wastewater collection system and conveyance system force main subject to the Permittee’s compliance with specified conditions. WHEREAS, BL Marina Properties, LP, LLC., (“Permittee”), desires to install, operate, maintain, repair, and remove a private wastewater collection system and conveyance system force main (“Wastewater Line”) located south of Caribbean Drive and east of Nassau Drive; WHEREAS, the Permittee has requested, and the City of Corpus Christi (“City”) desires to execute, a one-year term Right-of-Way Agreement (“Agreement”). At the end of the initial term, this Agreement renews automatically, in order to accomplish the purpose and use intended by the Permittee within the public right-of-way; WHEREAS, in accordance with Article IX, Section 1 of the City Charter, the City Council authorizes the City Manager or designee to enter into the Agreement for the benefit of the City and the Permittee, subject to the Permittee’s compliance with the specified provisions of the Use Privilege Agreement. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute a one-year term Right-of-Way License Agreement (“Agreement”). At the end of the initial term, this Agreement with BL Marina Properties, LP, (“Permittee”), renews automatically, to allow the Permittee to install, operate, maintain, and remove a private wastewater sanitary sewer main (“Wastewater Line”) located south of Caribbean Drive and east of Nassau Drive, such Agreement at all times subject to the Permittee’s compliance with the conditions specified in the Agreement. A copy of the Agreement is attached to this ordinance and being incorporated by reference into this ordinance as if fully set out herein in their entirety. SECTION 2. The Agreement authorized in Section 1 of this ordinance is subject to the Permittee’s compliance with the conditions of the Agreement including, but not limited to, the provisions specified below: a.In exchange for the City’s authorization for use of the public right -of-way by the Permittee for the stated purpose, the Permittee agrees to provide the City with a one-time Right-of-Way license Agreement fee of $562.50. b.The Permittee’s use of the wastewater sanitary sewer main is strictly limited to serving the Permittee’s Caribbean Dreams facilities. Permittee may not provide wastewater service through the wastewater sanitary sewer main to any facilities other than the facilities specified in this section, nor may Permittee permit or allow anyone else to provide wastewater service or any other service through the two-inch wastewater sanitary sewer main to any facility whether owned by the Permittee or by another person or entity. c.All costs incurred to install, operate, maintain, repair, and remove the wastewater 1 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 EXHIBIT C INSURANCE REQUIREMENTS I. CONTRACTOR’S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City’s Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of 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) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY (Including Cleanup and Remediation) $1,000,000 Per Incident Limit $1,000,000 Aggregate 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. EXHIBIT C 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 Development Services Use of City Easement for Installation of New Sanitary Sewer 04/30/2018 sw Risk Management EXHIBIT C City of ilk Corpus Christi Exhibit D DISCLOSURE OF INTERESTS City of Col pus C'hrisIi, T'ei Department of De%elopmenl Ser.ieee P.O. Box 9277 Corpus Cluisli, Texas 78469-9277 (361)826-3210 Localed al: 2406 Leopard Street (Comer of Leopard Si and Port Ave.) 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'. NAME: f L. /A A Rti,JA I f STREET: 57-1e i4 17y 2,0 IA/ 4124o CITY: A -v0 Tin/ � }C ZIP: —1" -re). - FIRM is: ❑ Corporation 14artnership ['Sole Owner ❑Association DDther 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) NUN\L 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 NvA/F 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 No AV 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 CERTIFICATE 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:_ ) t —'s + AA t AJS (Print) f r Signature of Certifying Person: l'�t] Title: 6.-perte sr�� Date: / K'1DE VELOi'1¢A'TSVCS'\.SHAREDILAND DEVELOPMENRORD[NANCE A0MINIS1 RATIONIAPPLICATION FORT.tS'FORMS AS PFR LEGAL12012,DISCI.0SURE OF INTE RESTS STATE SMENT1.27.12 DOC Pagel oft Exhibit D 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. "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. c. "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. d. "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. e. "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 holding or control established through voting trusts, proxies or special terms of venture or partnership agreements. f. "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. DENT LOP,MF.NTSVCS,SHARED'IAND DEVELOPSiEN ORDINANCE ADMINISTRATION1APPLICATTON FOEMSTORMS AS PER LEUAL52OI2,DISCLOSURE OF INTERESTS Page 2 of 2 STATEMENT 117.12DOC City Council Presentation January 15, 2019 Right-of-Way License Agreement for Caribbean Dreams Aerial Overview N Proposed Force Main Layout N Existing Wastewater Manhole Proposed 2” PVC pipeline Right-of-Way Lift Station Force Main Caribbean Dreams RV Park Staff Recommendation •Approval Proposed Right-of-Way Plan DATE:January 3, 2019 TO:Keith Selman, Interim City Manager FROM:Becky Perrin, Interim Director, Parks and Recreation Department BeckyP@cctexas.com 361-826-3460 CAPTION: Ordinance authorizing five-year lease agreement with Incarnate Word Academy for the use of Dick Runyan Baseball Field at Evelyn Price Park near 3800 Gollihar Road in consideration of $50 monthly fee and compliance with property maintenance standards. PURPOSE: Lease Dick Runyan High School Baseball Field to Incarnate Word Academy. BACKGROUND AND FINDINGS: In November 2008, the City awarded a five-year Construction and Lease Agreement to Incarnate Word Academy for improvements and lease of Dick Runyan Field. The primary use of the field was to operate a high school baseball program during the months of January through May. Incarnate Word Academy was responsible for improving and maintaining the field during the baseball season. The Parks & Recreation Department was to maintain the field during the off season. In November of 2013 the agreement was renewed for an additional 12-month term and the final contract expired November 2014. The field has been unoccupied and minimally maintained by the Parks & Recreation Department since the expiration of the last lease agreement. The Parks & Recreation Department is recommending awarding a field Lease Agreement with Incarnate Ward Academy to lease Dick Runyan High School Baseball Field located at Price Park, 3800 Gollihar Road, to use as their primary High School Baseball Field. The City will lease the field “As Is”; Incarnate Ward will pay a monthly lease fee of $50 and will be responsible for premises’ maintenance and improvements. ALTERNATIVES: Do not approve the lease for Dick Runyan High School Baseball Field. OTHER CONSIDERATIONS:Not applicable. CONFORMITY TO CITY POLICY: City Council must approve all lease agreements. Lease Agreement with Incarnate Word Academy AGENDA MEMORANDUM First Reading Item for the City Council Meeting of January 15, 2019 Second Reading Item for the City Council Meeting of January 22, 2019 EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES:Parks & Recreation, Legal FINANCIAL IMPACT: □ Operating X Revenue □ Capital □Not applicable Fiscal Year: 2018- 2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered/ Expended Amount This item $400.00 $2,600.00 $3,000.00 BALANCE $400.00 $2,600.00 $3,000.00 Fund(s): General Fund Comments:The Lease will go into effect upon final City Council approval. RECOMMENDATION: Approve the lease Agreement with Incarnate Word Academy. LIST OF SUPPORTING DOCUMENTS: Proposed Lease Agreement Ordinance Ordinance authorizing five-year lease agreement with Incarnate Word Academy for the use of Dick Runyan Baseball Field at Evelyn Price Park near 3800 Gollihar Road in consideration of $50 monthly fee and compliance with property maintenance standards. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or designee is authorized to execute a five-year lease agreement with Incarnate Word Academy for the use of Dick Runyan field at Evelyn Price Park located near 3800 Gollihar Road in consideration of $50 monthly fee and compliance with property maintenance standards. A copy of the Agreement is on file with the Office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 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 LEASE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND INCARNATE WORD ACADEMY OF CORPUS CHRISTI This lease agreement ("Lease") is entered into by and between the City of Corpus Christi, a Texas home rule municipal corporation ("City"), acting through its duly authorized City Manager or designee ("City Manager"), and Incarnate Word Academy of Corpus Christi ("Lessee"), a Texas unincorporated nonprofit association, acting through its duly authorized President of Lessee. WHEREAS, the City owns property shown on the attached site map Exhibit A, which said property is located in Corpus Christi, Nueces County, Texas, a portion of which will be known as the "Premises"; WHEREAS, the Lessee desires to use the Premises for program described on the attached Exhibit B; WHEREAS, the City desires to allow Lessee to use the Premises for said program; NOW, THEREFORE, the City and Lessee, in consideration of the mutual promises and covenants herein, agree as follows: Section 1. Term. Subject to the remaining terms and conditions hereof, the City of Corpus Christi leases the Premises shown in Exhibit A which tern includes all improvements located thereon (the "Improvements") to the Lessee for the original term of this Lease as described on the attached Exhibit B, beginning on day of City Council approval, ("Effective Date") which is , unless sooner terminated as set out herein. Upon Effective Date, this lease terminates the prior leases between the parties for use of said Premises. Section 2. Contact Person/Lease Administrator. For this Lease, the City's contact person and lease administrator is the Director of Parks and Recreation or designee ("Director"). Section 3. Use of Premises and Primary Purpose. A. Lessee must use the Premises with the primary purpose being for the operation of high school Baseball described on attached Exhibit B and for no other purpose without the Director of Parks and Recreation or designee ("Director") prior written approval. B. Lessee shall have a sufficient number of employees or volunteers to assist in managing the Premises including but not limited to, operating any concession stand; and maintaining the maintenance standards set out by the City of Corpus Christi. An employees shall be employees of the Lessee, not the City. C. Lessee shall ensure all employees or volunteers conduct themselves in an orderly manner and in keeping with the conduct required of Exhibit C. Lessee and employees shall use language and conduct that is suitable to families and youth. D. Lessee shall adequately publish and enforce all rules and regulations in accordance with governing the usage of the Premises in accordance with Exhibit C E. Lessee will provide suitable signage at the Premises advising the public that the Premises is operated by the Lessee under a lease agreement and not operated by the City of Corpus Christi. F. Lessee must pay $50.00 a month for each field located at the Premises. Exhibit B, description of Facility will state number of fields located at the Premises. The fields can also be seen in Exhibit A. The payment must be made on or before the 7"' day of each month. Failure to make payment on time will result in a $10.00 late fee for each day the payment has not been made, up to 10 days. Failure to make payment in full within 10 days of due date may result in the termination of the lease. All payments must be mailed to the following address listed below: Mailing Address: Central Cashiering City of Corpus Christi AR Collections P. 0. Box 9257 Corpus Christi, TX 78469-9257 Section 4. Premises Maintenance and Improvements. Lessee must maintain the Premises and all Improvements on a year-round basis in accordance with all Premises maintenance rules listed in the Standard of Maintenance, Exhibit E. Failure to maintain the Premises and all Improvements in accordance with these rules constitutes grounds for termination of this Lease. At a minimum, maintenance includes: A. Lessee shall keep fully operational and in good repair the entire Premises, including but not limited to fencing, lighting, scoreboards, bleachers, irrigation systems and any buildings (concessions/ restrooms) if any are present or installed on the Premises; B. Lessee shall pick up and properly dispose of litter on a daily basis whenever the Premises are being used and weekly during the rest of the year, C. Lessee must maintain the Premises in good condition including but not limited to compliance with the guidelines set forth in Exhibit E, Standard of Maintenance. Furthermore, Lessee will be responsible for maintaining the grass in the adjacent viewing/access areas at a safe height not to exceed three (3) inches; Failure to keep the grass on the fields at or below three (3) inches in height will be grounds for termination of this Lease; D. Lessee shall ensure that parking is confined to on -street parking only, or designated parking lots but no parking is to be allowed on grass. All motor vehicles must be restricted to the designated parking lot area(s); 2 E. Lessee is responsible for proper installation and use of all equipment and improvements on Premises; F. If Lessee utilizes goal posts on the Premises, Lessee shall maintain a secure anchoring system on all goal posts used on the fields at Premises. Lessee must repair any deficiency found in the anchoring system that impairs the safe use of the anchoring system within forty-eight (48) hours after the need for repair is discovered; Lessee shall not allow use of the Premises until the anchoring system is repaired; G. Lessee shall have an adequately stocked first aid kit on the premises (minimum requirements: non-sterile gloves, antiseptic spray or wipes, assorted band aids, ace bandages, flexible splints, athletic tape, scissors, ice packs,) and fire extinguisher at all times; H. Lessee shall be responsible for providing all necessary equipment and supplies to operate and maintain the Premises. This includes but is not limited to all supplies needed to operate programs and all equipment needed to maintain the Premises to meet City standards. I. Lessee must notify the Director of Parks and Recreation or designee ("Director") dal! dangerous conditions or special defects. Lessee must not use, or allow to be used, any areas of the Premises which has dangerous conditions or special defects. J. Lessee must immediately report any vandalism to the Director of Parks and Recreation or designee ("Director"), and the Corpus Christi Police Department; Section 5. Compliance with Maintenance Standards. The Director of Parks and Recreation or designee ("Director"), or their respective designee, has the right to inspect the Premises and/or the Improvements at any time during the term of this Lease. At a minimum the City will complete the attached Exhibit F "Standard of Maintenance Sport Facility Lease Checklist" twice a year. If Lessee does not adhere to Exhibit E Standard of Maintenance, the Director of Parks and Recreation or designee ("Director"), may provide written notice to Lessee requiring compliance. If Lessee has not complied within two (2) weeks after receipt of the notice, the City may undertake the work and Lessee shall pay the City's cost-plus ten percent (10%) overhead within thirty (30) days of receipt of the City's invoice. Failure to pay the City's invoice for maintenance within thirty (30) days of receipt of the invoice constitutes grounds for termination of this Lease. Alternatively, the City may elect to terminate this Lease after ten (10) days written notice to Lessee for Lessee's nonperformance of the maintenance. Section 6. Understanding. A. Lessee acknowledges and understands that use of the Premises and all Improvements is expressly conditioned on the understanding that the Premises and all Improvements must be returned in as good a condition as received, 3 reasonable use and wear, acts of God, fire and flood damage or destruction, where Lessee is without fault, excepted. B. The Director of Parks and Recreation or designee ("Director"), or their respective designee and the Lessee will conduct a joint pre -facility Inspection and complete the attached Exhibit F Standard of Maintenance Sport Facility Lease Checklist within 90 days of City's execution of this Agreement. This will establish the starting condition of the Premises, with the goal for Lessee to reach and maintain an excellent rating. Section 7. Joint Use. A. City retains joint use of the Premises and Improvements during the term of this Lease, subject to Lessee's right to exclusive control of the Premises during its use for Lessee's sport program purposes. B. City retains the right to use or cross the Premises with utility lines and/or easements. City may exercise these rights without compensation to Lessee for damages to the Premises and/or any Improvements from installing, maintaining, repairing, or removing the utility lines and/or easements. City must use reasonable judgment in locating the utility lines and/or easements to minimize damage to the Premises and/or its Improvements. Section B. Assignment and Sublease. The Premises Including any Improvements may be rented/sublet by Lessee to third parties only as provided In this Agreement. The City of Corpus Christi will set all rental/subleasing prices to be paid to Lessee and Lesse may not charge any additional fees for use, rental or sublease of the Premises. All entities obtaining rentals/sublets of the Premises from Lessee must provide Insurance meeting the limits and requirements set out in Exhibit D. The Lessee will remain responsible for all damages that may occur during all rentals/sublets. Any rental/sublet that exceeds Seven (7) days must receive prior written approval from the Director of Parks and Recreation or designee ("Director"). Failure to get Director of Parks and Recreation or designee ("Director") prior written approval on rental/sublet that exceeds Seven (7) days may result in the termination of the lease. Section 9. Left blank. Section 10. Reporting. A. Lessee must provide Director of Parks and Recreation or designee ("Director") with copy of their By-laws. Any amendments made to the bylaws must be submitted to the Director of Parks and Recreation or designee ("Director"). B. Lessee must submit its current List of Officers and Board of Directors to the Director of Parks and Recreation or designee ("Director") at the start of this lease. The List must contain each person's title, name, address, primary phone and email address. Lessee must notify the Director of Parks and Recreation or designee ("Director") immediately if there are any changes in the Officers or Board of Directors and submit an updated list. 4 C. Lessee must submit current Certificate of insurance meeting the limits and requirements set out in Exhibit D to the Director of Parks and Recreation or designee ("Director") each year for the temp of this lease. D. Lessee shall furnish to the Director of Parks and Recreation or designee ("Director") a financial statement of all "Premises Revenue" no later than January 3151 of each year during the contract term. "Premises Revenue" shall include all revenue generated at the Premises from leagues, lessons, tournaments, special events, rentals, subleases and concessions. The financial statement must be signed by the Lessee's President or Executive Director. E. Lessee shall submit a yearly report, listing the number of programs and Premises rentals each year during the contract term. The report must include participants and teams registered for each league, lesson, toumament, special event and number of premises rentals. F. Lessee must submit a monthly schedule to the Director of Parks and Recreation or designee ("Director") prior to each month. The monthly schedule must include: at a minimum, leagues, lessons, tournaments, special events and all Premises rentals/sub-leasing. All leagues, lessons, tournaments, special events and Premises rentals/subleasing must include event title and hours of operations. The monthly schedule must be submitted to lease administrator no later than the last Monday of each month. Section 12. Record Keeping and Annual Audit. A. Lessee shall keep accurate books of all revenue collected. Revenue books shall include all revenue generated from leagues, lessons, tournaments, special events, subleasing and concessions. B. Lessee shall keep accurate books listing the number of individual participants and teams registered by Lessee to play sports each year during the term of this Lease. The reports include all leagues, tournaments, and special events. C. Lessee shall keep accurate books of all Premises rentals/sub-leasing and all insurances required to rent/sub-lease the facility. This includes all invoices and receipts for rentals/sub-leasing. D. Left blank. E. Lessee shall allow City inspection of the Lessee's books and records related to the Lessee's use of the Premises and this Agreement. Records include all items listed in in Section 12, A, B, C, and D. All records requested by the Director must be submitted to the Director of Parks and Recreation or designee ("Director") within two weeks of request. Failure to submit or maintain proper documents for a records request may result in the termination of this lease. 5 F. Lessee must properly maintain the sports fields with overseed, fertilizer, aerating, dirt and field condition as further described on Exhibit E. If Lessee has not provided documentation of compliance with Exhibit E within thirty (30) days after receipt of the City demand, the City shall assess a fee of $250 and City may undertake the work and Lessee shall pay the City's cost-plus ten percent (10%) overhead within thirty (30) days of receipt of the Director's invoice. Failure to pay the City's invoice for maintenance within thirty (3D) days of receipt of the invoice constitutes grounds for termination of this Lease. G. Lessee must retain all records and reports required by this Agreement for a minimum of five years after expiration of this Agreement. Section 13. Damage or Destruction. In the event of any damage or destruction to the Improvements or Premises, regardless of cause, City shall have no obligation to repair or rebuild the Improvements or Premises or any fixtures, equipment or personal property installed by Lessee. Section 14. Construction. A. No construction or modifications may be made at the Premises, and no drilling, excavation, or penetration of the soil surface may be conducted at the Premises without the prior written approval of the Director` of Parks and Recreation or designee ("Director"). Lessee shall not make any additions nor alterations to the Premises nor to any Improvements without Director's prior written approval. if approved, Lessee must obtain clearance, in writing, from City's Risk Management Department (Risk Management) that the proposed addition or alteration will be covered under the insurance policy in force during the term of this Lease before proceeding with any type of addition or alteration to the Premises or to the Improvements. B. All additions or alterations must be made at Lessee's expense. All additions or alterations installed by Lessee must be repaired or replaced at Lessee's expense and may be removed by Lessee at the expiration or termination of the Lease only if they may be removed without damaging the Premises or any Improvements. All additions or alterations made by Lessee which are not removed at the expiration or termination of this Lease become the property of City without necessity of any legal action. Section 15. Utilities. Lessee must pay for all utilities used by it or for any activity sponsored by Lessee on the Premises prior to the due date for payment. Failure to pay any utility bill on or before the due date is grounds for termination of this Lease. Lessee must adhere to applicable water conservation standards. In an effort to ensure that fields are maintained in accordance with City standards, the City shall not charge Lessee for any water used by Lessee to maintain the fields. 6 Section 16. Signs and Advertising. A. Lessee must not exhibit, inscribe, paint, erect, or affix any signs, advertisements, notices, or other lettering (Signs) on the Premises or on any Improvements without the Director of Parks and Recreation or designee ("Director") prior written approval. B. The Director has the right to prohibit any advertising by Lessee on Premises which impairs the reputation of the Premises or the City. C. If Signs are approved, the Director of Parks and Recreation or designee ("Director"), may require Lessee to remove, repair, or repaint any Signs. If the Signs are not removed, repaired, or repainted within ten (10) days of the Director of Parks and Recreation or designee ("Director"), the City may do or cause the work to be done, and Lessee must pay the City's costs within thirty (30) days of receipt of the City invoice. Failure to pay the City's costs within thirty (30) days of receipt of the invoice constitutes grounds for termination of this Lease. Alternatively, the City may elect to terminate this Lease after ten (10) days written notice to Lessee. Section 17. Security. Lessee shall contract and pay for any and all security it requires at the Premises during the term of this Lease. Section 18. Non -Discrimination. Lessee shall not discriminate nor permit discrimination against any person or group of persons, as to employment and in the provision of services, activities, and programs, on the grounds of race, religion, national origin; sex, physical or mental disability, or age, or In any manner prohibited by the laws of the United States or the State of Texas. The City Manager, or his designee, retains the right to take such action as the United States may direct to enforce this non-discrimination covenant. Section 19. Compliance with Laws A. Lessee must comply with all Federal, State, and local government laws, rules, regulations, and ordinances, which may be applicable to its operation at the Premises and its performance under this Lease. This Lease is also subject to applicable provisions of the City Charter. B. All actions brought to enforce compliance with any law or to enforce any provision of this Lease will be brought in Nueces County where this Lease was executed and will be performed. Section 20. Costs. Noncompliance with the terms herein may result in termination of this Lease and repossession of the Premises and its Improvements by the City or its agents. If the City undertakes legal action to enforce compliance or collect damages resulting from noncompliance, Lessee must pay all of the City's court costs and expenses, including reasonable attorneys' fees. 7 Section 21. Indemnity. Lessee, its officers, members, partners, employees, representatives, agents, and licensees (collectively, Indemnitors) covenant to fully indemnify, save, and hold harmless the City, its officers, employees, representatives, and agents (collectively, Indemnitees) from and against all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments asserted against or recovered from City on account of injury or damage to person including, without limitation on the foregoing, premises defects, workers compensation and death claims, or property loss or damage of any kind whatsoever, to the extent any damage or injury may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, (1) the existence, use, operation, maintenance, alteration, or repair of Premises, including Improvements whether by Lessee or by any other person; (2) the exercise of rights under this Lease; (3) an act or omission, negligence, or misconduct on the part of any persons having involvement in, participation with, or business with the Premises, Lessee, or any sport program whether authorized with the express or implied invitation or permission of Lessee (collectively, Lessee's Invitees) entering upon the Premises or its Improvements pursuant to this Lease, or trespassers entering upon the Premises or its Improvements during Lessee's use or physical occupation of the Premises; or (4) clue to any of the hazards associated with sporting events, training, or practice as a spectator or participant including, but not limited to, any injury or damage resulting, wholly or in part, proximately or remotely, from the violation by Indemnitees or any them of any law, rule, regulation, ordinance, or government order of any kind; and including any injury or damage in any other way and including all expenses arising from litigation, court costs, and attorney's fees, which arise, or are claimed to arise from, out of, or in connection with the asserted or recovered incident. Lessee covenants and agrees that if City is made a party to any litigation against Lessee or in any litigation commenced by any party, other than Lessee, relating to this Lease or relating to use of Premises, Lessee shall, upon receipt of reasonable notice regarding commencement of 8 litigation, at its own expense; investigate all claims and demands, attend to their settlement or other disposition, defend City in all actions based thereon with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said liability, damage, loss, demand, claim, or action. Section 22. Insurance. A. Lessee must secure and maintain at Lessee's expense, during the term of this Lease, a Commercial General Liability insurance policy with the limits and requirements shown on Exhibit D, which is attached hereto and incorporated herein by reference. Failure to maintain such insurance at the limits and requirements shown on Exhibit C constitutes grounds for termination of this Lease. B. Lessee must provide proof, by Certificate of Insurance meeting the limits and requirements set out in Exhibit D, to the Director of Parks and Recreation or designee ("Director"}and Risk Management prior to commencing use of the Premises under this Lease. C. Lessee must provide the Director of Parks and Recreation or designee ("Director") and Risk Management thirty (30) days written notice of cancellation, intent not to renew, or material change of any insurance coverages required herein. D. Lessee shall, during the term of this Lease, provide copies of all insurance policies to the City Manager or the Director of Parks and Recreation or designee ("Director") upon written request. E. Lessee shall, prior to any addition or alteration to the Premises or to the Improvements, obtain clearance, in writing, from Risk Management. Section 23. No debts. Lessee shall not incur any debts nor obligations on the credit of City during the term of this Lease. Section 24. Termination. A. The City Manager may immediately terminate this Lease for cause and without penalty if the City Manager determines, in his sole discretion, that Lessee is no longer fulfilling the primary purpose of the Lease as set out in Exhibit B. B. In addition, the City Manager may immediately terminate this Lease for cause and without penalty if he determines, in its sole discretion that Lessee Is in violation of any Federal, State, or local government law, rule, regulation, or ordinance. C. Additionally, if there is noncompliance with one or more of the provisions contained 9 herein, the Director of Parks and Recreation or designee ("Director")may give Lessee written notice to cure or begin curing the default(s) within ten (10) days of receipt of the notice. If Lessee is not in compliance or in substantial compliance with each provision identified by the Director of Parks and Recreation or designee ("Director")within ten (10) days of receiving said notice, the City Manager may terminate this Lease for cause without penalty by providing written notice of termination and listing one or more areas of continued noncompliance. D. Either City Manager or Lessee may terminate this Lease without cause and without penalty by giving thirty (30) days written notice to the non -terminating party. E. Lessee's property must be removed from the Premises upon date of termination. If it is not removed by Lessee, then City may retain property for City purposes, or City may dispose of the property in any manner deemed appropriate by Director of Parks and Recreation or designee ("Director") and Lessee shall pay City's costs for disposal. Section 25. Notice. All notices, demands, requests, or replies provided for or permitted. under this Lease, by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; or (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid. Notice deposited with-lhe United States Postal_ -Service in the manner described above will be deemed effective three business days after deposit with the United States Postal Service. All such communications must only be made to the following: IF TO CITY: City of Corpus Christi Attn: Director of Park & Recreation P. O. Box 9277 Corpus Christi, TX 78469-9277 IF TO LESSEE: Incarnate Word Academy Attn: Athletic Director 2910 S. Alameda St Corpus Christi, TX 78404 Either party may change the address to which notice Is sent by using a method set out above. Lessee will notify the City of an address change within thirty (30) days after the address is changed. Section 28. Construction and Reconstruction Funds. A. If the City receives funds to construct or reconstruct Improvements at the Premises, Lessee covenants to vacate the Premises, should the Director deem it necessary, upon thirty (30) days written notice from the Director. B. Lessee has no action for damages against nor will be compensated by the City for Toss of use of the Premises and/or Improvements. The City has no obligation to provide an alternate location for Lessee during the Improvements construction or reconstruction period. The consideration for Lessee relinquishing all rights to use the Premises and Improvements during the construction or reconstruction period 10 is the City's construction or reconstnaction of the Improvements for Lessee's benefit. C. Once construction or reconstruction of the Improvements is complete, the Lease Administrator will notify Lessee, in writing, of the date on which the Premises and Improvements are once again available to Lessee. D. Lessee's term will not change nor increase if the City requests Lessee to vacate the Premises as set out herein. Section 29. Amendments. No alterations, changes, or modifications of the terms of this Lease, nor the waiver of any provision will be valid unless made in writing and signed by a person authorized to sign agreements on behalf of each party. Section 30. Waiver. A. The failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights hereunder. B. No waiver of any covenant or condition or of the breach of any covenant or condition of this Lease by either party at any time, express or implied, shall be taken to constitute a waiver of any subsequent breach of the covenant or condition nor shall justify or authorize the nonobservance on any other occasion of the same or any other covenant or condition hereof. C. If any action by the Lessee requires the consent or approval of the City on one occasion, any consent or approval given on said occasion will not be deemed a consent or approval of the same or any other action at any other occasion. D. Any waiver or indulgence of Lessee's default of any provision of this Lease shall not be considered an estoppel against the City. It is expressly understood that, if at any time Lessee is in default in any of its conditions or covenants hereunder, the failure on the part of City to promptly avail itself of said rights and remedies which the City may have will not be considered a waiver on the part of the City, but the City may at any time avail itself of said rights or remedies or elect to terminate this Lease on account of said default. Section 31. Force Maleure. No party to this Lease will be liable for failures or delays In performance due to any cause beyond their control including, without limitation, any failures or delays in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The rights and obligations of the parties will be temporarily suspended during this period to the extent performance is reasonably affected. Section 32. Publication. Lessee agrees to pay the cost of newspaper publication of this Lease and related ordinance as required by the City Charter. TM Section 33. Captions. The captions in this Lease are for convenience only, are not a part of this Lease, and do not in any way limit or amplify the terms and provisions of this Lease. Section 34. Severabilitv. A. If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Lease or the application hereof to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Lease, or the application of said term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the parties to this Lease that every section, paragraph, subdivision, clause, provision, phrase, or word hereof be given full force and effect for its purpose. B. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Lease, then the remainder of this Lease is not affected thereby, and in lieu of each such illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Lease automatically. Section 35. Complaint Notice. Lessee will post a notice at Premises, in a form approved by the Director of Parks and Recreation or designee ("Director"), that if any participant or spectator has any complaints or concems they may contact the City at 826- 3461 and talk to the Director of Parks and Recreation or designee ("Director"). Section 36. Disclosure of interests. Lessee agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. Lessee agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of interested Parties as part of this contract. For more information, please review the information on the Texas Ethics Commission website at httns://www.cthics.state.tx.us. Lessee agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http:? www.cctexas.corn/covcntniem'city•sccr4tary.`cr.nfltct-disclosure/�index. Section 37. Entirety Clause. This Lease and the attached and incorporated exhibits constitute the entire agreement between the City and Lessee for the purpose granted. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter hereof, unless contained in this Lease are expressly revoked, except for the promulgation of future maintenance rules as contemplated in Section 4 herein above, as the parties intend to provide for a complete understanding within the provisions of this Lease and its exhibits of the terms, conditions, promises, and covenants governing each party's performance hereunder and as relating to Lessee's use of the Premises. 12 EXECUTED on this the day of , 2018. CITY OF CORPUS CHRISTI Signature: Name: Keith Selman Tile: Interim City Manager irate: Approved as to legal form: By: Lisa Aguilar, Assistant City Attorney for the City Attorney 13 LESSEE: INCARNAT;IWORD ACADEMY ORPUS CHRISTI By: jI Ituii . ll�i� . . -resident Printed Name: SarY1m Date: kO STATE OF TEXAS COUNTY OF NUECES This instrym not ,was ackp9wledged before me on b)CCeVnbeV 1 ` I , 2018, by samieAroVLj f U &(J., President of Incarnate Word Academy of Corpus Christi, a Texas ktueogj COI , on behalf of said organization. 'PAY TO T4 -IC ORDER OF J Notary Public, Sta of Texvci Printed name: Commission expires: 14 P V- •• EXHIBIT A SITE MAP AP - a.• , 4' ' • ...' 'L"...: -'- • 6•••' '•- 7 ';5--4tirr ...t -regrilr Ji• Legend Premises Boundary Lines 1 5 EXHIBIT B PRIMARY PURPOSE 1. Property Description: Location: 3800 Galliar Rd. Corpus Christi TX, 78415 Facility Description: • One High School Baseball Field • Restroom Facility • Press Box • Batting Cage & Bullpen • Musco Lighting • Irrigation Number of Fields: One (1) Facility Starting Condition: 61.81 % (Below Average) 2. Total Monthly Payment = $50.00 3. Primary Purpose: High School Baseball Team Home Facility 4. Term: 5 year temi, beginning on date of final City Council approval 5. Program to be operated by Lessee: High School Baseball Program 6. Notice Address for Lessee: Incarnate Word Academy Attn: Athletic Director 2910 S Alameda St Corpus Christi, TX 78404 16 EXHIBIT C CITY OF CORPUS CHRISTI PARKS AND RECREATION DEPARTMENT LESSEE CODE OF CONDUCT 1. PURPOSE: 1.1 To ensure all staff conduct themselves in an appropriate and professional manner at all times while at sport facility. 2. SCOPE: 2.1 This Policy applies to all Board Members, full or part time Staff, Contract Labor, and CoachesNolunteer staff. 3. AUTHORITY: 3.1 The Contract Administrator of the City of Corpus Christi Parks and Recreation Department. 4. POLICY: 4.1 Consider the health and safety of the patrons as the primary concern. 4.2 Always follow facility rules and regulations and conduct yourself in an appropriate and professional manner at all times. 5. PROCEDURE: 5.1 Act in a mature, ethical, and professional manner at all times. 5.2 Work with the public using a helpful and pleasant manner. 5.3 Do not use profanity, vulgar language, or inappropriate gestures while on the premises either to patrons or co-workers. 5.4 Do not smoke, use smoke -less tobacco, drink alcohol or use illegal substance while on the premises. 17 EXHIBIT D INSURANCE REQUIREMENTS 1. LESSEE'S LIABILITY INSURANCE A. Lessee must not use City property under this agreement until all insurance required has been obtained and such insurance has been approved by the City. B. Lessee must furnish to the City's Risk Manager and Director of Parks and Recreation, one (1) 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 by endorsement, and a waiver of subrogation endorsement is required on GL. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of insurance. Endorsements must be provided with 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 Lessees 6. Personal Injury- Advertising Injury $ 1,000,000 Per Occurrence PERSONAL PROPERTY Coverage Lessee is responsible for insuring personal property kept on City Property C. In the event of accidents of any kind related to this agreement, Lessee must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee's sole expense, insurance coverage I8 4 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. B. Lessee shall be required to submit copies of certificate of insurance to City at the address provided below within 10 days of any change of coverages. City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Lessee agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lessee to cease activities hereunder, until Lessee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's use of City's property covered under this agreement. H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. L It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 19 2016 Insurance Requirements Parks and Recreation Sports League Lase Agreements 11;16/2016 cg Risk Management EXHIBIT E STANDARD OF MAINTENANCE Athletic Fields fhlavina Surfacet- - Task Frequency Timeframe Overseed- Common Bermuda Grass (seed Qa 3lbs/1000Sq. Ft.) lx/year Spring Fertilizer- As recommended by product 3x/year Spring, Summer, Fall Aerate- deep core 3x/year Spring, Summer, Fall Dirt (needs to be sandy loam) As needed Year Round Field Conditioner (Turface or comparable product) As needed Year Round Mowing- Grass can not be mowed shorter than 2" and can not exceed 3" As needed Year Round Water As needed Year Round Drag/Line As needed Year Round Surrounding Area- all area located within the comnle Task Frequency Timeframe Pick up trash and clean after events 7x/week Year Round Inspect Security Lighting 1x/month Year Round Inspect Field Lighting lx/month Year Round Inspect Scoreboards 1x/month Year Round Inspect Bleachers lx/month Year Round Inspect Irrigation lx/month Year Round Inspect field of play fencing 1x/week Year Round Inspect perimeter fencing 1x/week Year Round Update and Paint Dugouts As needed Year Round Update and Fix any Damaged signs As needed Year Round -------------..- __.._...,.. Task Frequency Tlmeframe Clean, sweep, vacuum 7x/week Year Round Remove and replace garbage bags and trash cans 7x/week Year Round Clean and stock restmoms 7x/week Year Round Clean and wipe counter tops and tables 7x/week Year Round Clean windows 7x/week Year Round Clean Patio 7x/week Year Round Wash area outside of concession stand 7x/week Year Round Update and Paint building 7x/week Year Round Check Lighting lx/week Year Round Check Heating and Cooling 1x/week Year Round Inspect fumiture and tables 1x/week Year Round Major mechanical Inspections (prevention maintenance) lx/month Year Round 20 Exhibit F STANDARD OF MAINTENANCE SPORT FACILITY LEASE CRECKLIST SITE: Dick Runyan ADDRESS:3800 Collibar Rood DATE OF INSPECTION: 12/11018 Cheek "NO" if repairs are not necessary; "YES" irrepairs are necessary. Briefly explain extent of repair for all boxes marked yes. PLAYING SURFACE 1. Unsafe hard soil surface exposed. 2. Surface Is uneven duc to soil grade. 3. Turf is not uniform in height and is cut shorter than 2" 4. Turf is not uniform in height and exceeds 3" 5. Turf is not stable and "blow -outs" frequently occur 6.Wecds arc present with thorns, bristles, or burrs. 7. Moles, gophers or other animals have caused mounds or holes. 8. Hazardous ruts on the field due to mowing equipment or trenching. 9. Irrigation on the field is not working properly. INSPECTOR PRINTED NAME INSPECTOR 1ORTITLE INSPECTOR SIGNATURE Clayton Garland /Athletics Programpager Field 1 Bullpen Field 3 Feld 4 Field 5 Field 6 Yes No NA Yes No NA Yrs No NA Yes No NA Ya No NA Yn No NA x x x x x COMMENTS - irrigation could not be established water was currently shut off et th ■©■ ■e■ ■e■ ■e■ ■e■ DWI ■e■ ■e■ ■E© e facility x x x x x x x x x x x x x x x x x x x x x x x x x x x x x Unsafe holes located behind Pitchers mound, 3rd base dugout and Center field Urge slope going down into the lefifield fence Clover weeds with vines all throughout the infield and outfield SKINNED AREAS 1. Soil is too loose 10 provide good running traction. 2. Soil surface is not loose enough around sliding zones for safe sliding. 3. Soil is too abrasive for safe sliding.. 4. Running paths and sliding zones near have become worn and nerd to be leveled off. 5. Baiter's box and home plate areas have become worn and need to be reconditioned. 6. The skinned area has low spots or is not level and nerds to be dragged/re- graded. 7. Hazardous soil buildup (Hp) between the skinned area and the turf. 8. Coach's box is not level with surrounding area. 9. Coach's box is excessively hard. COMMENTS Field 1 Field 2 Field 3 Field 4 Field 5 Field 6 Vu Nn NA Ye* No NA Ya No NA Yrs No NA Yea No NA Yes No NA x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x Lips around the infield diamond including homeplate and coaches box Infield dirt has become loose and does not provide good traction PITCHER'S MOUND 1. Maund does not conform lo league requirements (Little League, Pony, USSSA, 2. "Push aft" and "landing" areas are not constructed with specialized clay. 3. "Push -oft' and "landing" areas are dished out and need repair. 4. Hazardous soil buildup (lip) between the mound and the infield grass. 3/9/2018 Field 1 Bullpen Feld 3 Field 4 Field 5 Field 6 Yes No NA Yes No NA Ya No NA Yes No NA Yes No NA Ya No NA x x x x A x x x x x x x x x x x x x x x x x x x COMMENTS Field 1 -Pitching mound has no specialized clay in landing spot BASES AND ANCHORING 1. Base coverings have unsafe rips or gouges. 2. Base framework or hardware k loose or damaged. 3. Base ground stake is unsofcly protruding above the surface grade. 4. Base ground stake is out of alignment or not level with the surface. 5. Base ground stake is not firmly secured in its concrete footing. 6. Bases do trot seat properly with the ground elevation or they arc seated loosely. 7. Concrete footings have rounded edges and may twist out of place in the ground. 8. Surface of home plate is not level with the surrounding surface. 9. Surface of home plate is worn or irregular. 10. Pitcher's rubber is not secured safely into the ground. 11. Pitcher's rubber is showing unsafe wear or gouges. COMMENTS Field 1 Bullpen Field 3 Field 4 Field 5 Field 6 Yea No NA Ya Na NA Yes No NA Ya Fin NA Yn No NA Yes No NA x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x l x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x All Bases including Home Plate and the Pitching Rubber have gouges. 113, 213 and 3B footings have become rounded and cause the base to move FENCING 1. Fence posts are loose or improperly set in the ground. 2. Fence posts ere on the inside oldie playing area fence. 3. Concrete footings arc exposed above ground. 4. Fencing is not securely attached to the fence posts with loose or broken ties 5. Unsafe gaps under fencing. 6. No bottom tension wire or railing to secure die bottom ofxhc fence. 7. No lop railing to secure fence at the top. 8. Wire ends of chain link fencing are exposed along the top. 9. Damaged portions of fencing that ore loose, sharp, protruding, or unsafe. 1 I. Unsafe gaps In the backstop or netting with worn out boards or fencing. l2. Backstop does not meet industry recommended specifications. COMMENTS Feld I Bullpen Field 3 Field 4 Field 5 Feld 6 Yn No NA Yn No NA Yes No NA Yes No NA Yn No NA Ycs No NA x x x x x x x x x x x x x 1 x x x x x x z x x 1 x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x x LIGHTING 1. Burned out lights. 2. Beam direction of the lights are aur of adjustment. 3. lighting grid pottcm on the field is uneven or irregular. 4. Scoreboards have bulbs out and are not working properly. Feld 1 Field 2 Field 3 Feld 4 Feld 5 Field 6 Yes No NA Yn No NA Yes No NA Yea No NA Yrs No NA Yrs No NA x x x x x x x COMMENTS -Scoreboard could not be assesed because the City does not have access to Ibe remote ■E© ■N© ■M© ■m© One burned out bulb on the right center field pole 3/9/2018 BLEACHERS • 1. Nuts and bolts on the bleachers are loose, missing, or protruding. 2. Guard mils areloose or missing. 3. Plank or railing end cops arc loose or missing. 4. Wooden planks are wom out or splintered. 5. Hazardous protrusions or sharp edges. COMMENTS Field 1 Yes No NA x x x x Feld 2 Yes Na NA X x Field 3 Yes No HA x x x x Field 4 Yet NoNA x - Field S Yes No NA x x x Field 6 Yn No NA x x x TOTAL Field 1 Bullpen Field 3 Field 4 Field 5 Field 6 (add all the boxes checked NO) CONCESSION STAND / RESTROOMS / PRESS BOX 1. Concession/ Restrooms / Press Box is damaged or need structurnl work. 2. Concession/ Restrooms / Press Box floor is dirty and needs to be swept or vacuumed. 3. Concession/ Restrooms arc not properly stocked. 4. Bathrooms do not have proper sfgnogc and need to be replaced. 5. Concession tables and chairs or am outdated and need to be repaired or replaced. 6. Concession/ Restrooms lighting is not working properly. 2. HVAC in Concession/ Restrooms Is not working properly. 8. Concession/ Restrooms have become outdated or need new paint. CONCESSION STAND/ RESTROOMS TOTAL (add esti the boxes checked No) COMMENTS - 31 1 50 17 / 26 NA / NA HA / NA NA I NA NA / NA Conn erw._1 Yn No NA Yes No NA x a Prins noes has Mee is thirsts x �x x x x x Na slam for Mile or remote am dawn X x X x X x x x Pim mi pi* cos become atdant chipped t...mriUI Commas 1 2 / 5 NA / NA Retroom water fountain on the right side had paint stains SURROUNDING AREA 1. Turf is not uniform in height and is cut shone? than 2" 2. Turf is not uniform in height and exceeds 3" 3.Weeds are present with thorns, bristles, or burrs. 4. Moles, gophers or other animals have caused mounds or holes. 5. Liner and unsafe debris is scattered around the facility. 6. The supply and location of waste cans is inadequate. 7. Perimeter Fence posts am loose or improperly sct in the ground. 8. Perimeter fencing is not securely attached to the fence posts. 9. Unsafe gaps under perimeter fencing. 10. No bottom tension wire or railing to secure the bottom of the perimeter fence. 1 t. No top railing to secure perimeter fence at the lop. 3/9/2018 Yes No NA x x x x x x x x x x x 12. Wire ends of chain link peremiter fencing aro exposed along the top. 13. Damaged portions of perimeter renting that ore toast. sharp. protruding. or unsarc. 14. Sew' ity Lighting isnot working properly. 15. Triflic markings arc not adequately marked. 16, Signs in poor condition and need replacing. (ADA llokli ap Puh1aa, MaiMxaxa.cs Ana -Keep 041 17. Sportsmanship signs with !corm rules, guidelines. and consequences are not posted an site. SURROUNDING AREA TOTAL (add all the boxes chckcd NO) COMMENTS 5 1 8 Check "YES" ifrepafrs arc not necessary; "NO" if repairs aro necessary. Briefly explain stent of repair for all boxes rnadued Jas. General Safety: 1. FirrExtinguixhu on premises. 2. Fiat aid Kit on premises. 3. health permits posed In cooecsslon stand. 4. Food handler's wds posted and on lila. GENERAL, SAFTEY TOTAL (odd all fixe bases chekcd Yes) COMMENTS Tet till NA i1a x sti s< NA 1 NA FACILITY INSPECTION TOTAL (add all the totals to get a grand total) .3 1 89 FACILITY GRADE (divide the gond loud) 61.110% Cradling Scale Eseclient- 95'1.-1003 Good -14'.•94% Average- 72%483% Below Average. GO!; -7f! Unplayabk- 59% and belo Mord Name President Signature W i)L/)Yt-1i joirunkjapp Date 3/9/2018 AGENDA MEMORANDUM for the City Council Meeting of January 15, 2019 DATE:January 10, 2019 TO:Keith Selman, Interim City Manager FROM:Dan Grimsbo, Executive Director of Water Utilities DanG@cctexas.com 361-826-1689 Alternative Water Supplies Request for Information -Update STAFF PRESENTER(S): Name Title/Position Department 1. Mark Van Vleck Assistant City Manager 2. Dan Grimsbo Executive Director of Water Utilities Water Utilities 3. Steve Ramos Water Resource Manager Water Utilities OUTSIDE PRESENTER(S): Frank Brogan –Consultant BACKGROUND: This presentation will provide an update to the ongoing active regarding the Alternative Water Supplies Request for information update. LIST OF SUPPORTING DOCUMENTS: PowerPoint Presentation Council Presentation January 15, 2019 City of Corpus Christi Alternative Water Supplies Request for Information Update 1 2 Alternative Water Supplies Update •July 24, 2018 – Recommendation made to City Council to continue diversification of water supplies –Aggressively Plan for future growth –Pursue Desalination and Groundwater –Negotiate, obtain and permit both options –Have ready to execute at the appropriate time –Consider Aquifer Storage and Recharge •August 15, 2018 – City issued a Request for Information (RFI) –Purpose to find new sources – “Alternative Water Supplies” –Open to all sources – Public or Private 3 Alternative Water Supplies Request for Information (RFI) •RFI Process – –RFI Issued - August 15, 2018 –Pre-submittal Meeting - August 30, 2018 –Questions and Answer Period – September 7-14, 2018 –Deadline for Submittals – October 12, 2018 •Ten (10) Responses Received –Six (6) Seawater Desalination –Two (2) Groundwater –Two (2) Water Reuse –None on Aquifer Storage and Recharge 4 Alternative Water Supplies Request for Information (RFI) •RFI Submittals Evaluation Team –City Staff and Consultant –Port Industry Representative –CCREDC Representative –San Patricio Municipal Water District Representative •Interviews –Groundwater and Water Reuse Teams interviewed first •December 12, 13 and 17th –Seawater Desalination Teams to be interviewed next 5 Alternative Water Supplies Request for Information (RFI) •Next Steps –Finish Interviews –Obtain more information as needed –Determine “Development Plan” for each source –Each source has different timelines, permits, challenges •Goal –Have multiple sources of new water lined up –Options, plans and permitted