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Agenda Packet City Council - 08/20/2019
City Council City of Corpus Christi Meeting Agenda - Final-revised 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Council Chambers11:30 AMTuesday, August 20, 2019 Addendums may be added on Friday. 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 Communication department at 361-826-3211 to coordinate. A.Mayor Joe McComb to call the meeting to order. B.Invocation to be given by Pastor Rob Bailey, Southside Community Church. C.Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Tammy Kelch Embrey, Director of Intergovernmental Relations. D.City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E.Proclamations / Commendations 1.19-1125 Proclamation declaring August 26, 2019, "99th Anniversary of Women's Equality Day". Commendation for National Little League Majors Division, Corpus Christi. Commendation for Lucas Tinajero, USA Baseball 12U National Team. Swearing-In Ceremony for Newly Appointed Board, Commission, Committee and Corporation Members. F.CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS: Page 1 City of Corpus Christi Printed on 8/19/2019 August 20, 2019City Council Meeting Agenda - Final-revised a.OTHER G.MINUTES: 2.19-1180 Regular Meeting of August 13, 2019 and Workshop Session of August 8, 2019. H.BOARD & COMMITTEE APPOINTMENTS (NONE) I.EXPLANATION OF COUNCIL ACTION: 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 Communication department at 361-826-3211 to coordinate. All items on this agenda are considered public hearings. PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1.MAKE A STATEMENT OF FACTUAL INFORMATION. 2.RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3.ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN’S FIRST AMENDMENT RIGHTS. K.CONSENT AGENDA: (ITEMS 3 - 15) 3.19-1017 Ordinance appropriating $42,402.94 from damage claims into General Fund to purchase a replacement Prisoner Transport Vehicle, replacement ATV and other police equipment; and changing Operating Budget by increasing revenue and expenditures in the General Fund by $42,402.94. Page 2 City of Corpus Christi Printed on 8/19/2019 August 20, 2019City Council Meeting Agenda - Final-revised Sponsors:Police Department 4.19-0998 Ordinance authorizing an amendment of $10,916.00 to the Women, Infant and Children’s Nutrition Program (WIC) grant contract for a total contract amount of $868,850.00 for the period of October 1, 2018, through September 30, 2019, and authorizing a contract amendment of $868,850.00 for the period of October 1, 2019, through September 30, 2020, from the Health and Human Services Commission, and authorizing a staff complement of 21 positions . Sponsors:Health Department 5.19-1027 Ordinance authorizing a Wastewater Trunk Main Line Extension Construction and Reimbursement Agreement with Yasin Investment LLC to extend a line south of Whitecap Boulevard along Palmira Avenue for a commercial development for which the anchor store is IGA; appropriating $899,786.39 from the Wastewater Trunk System Trust Fund to reimburse developer. (District 4) Sponsors:Development Services 6.19-1088 Ordinance authorizing the City Manager to execute the Second Amendment to the Raw Water Supply Contract with the San Patricio Municipal Water District (SPMWD) to provide an additional 5,600 acre-feet of raw water per calendar year for SPMWD to provide to its designated customer developing in San Patricio County; increasing the SPMWD Raw Water Supply Contract from 41,200 acre-feet to a total of 46,800 acre-feet per calendar year. Sponsors:Water Utilities Department 7.19-1107 Ordinance authorizing a four-month service agreement for the purchase of hardware, software, licensing, and professional services from Area Electronics Systems, Inc. dba DataON Storage for $782,734.00 for the datacenter remediation; appropriating $782,734.00 from the unreserved fund balance in the Liability and Employee Benefits - General Liability Fund; transferring to the IT Fund; and amending the FY 2018-2019 Operating Budget adopted by Ordinance No. 031548 funded through the Liability and Employee Benefits - General Liability Fund. Sponsors:Information Technology Services and Contracts and Procurement 8.19-0997 Motion approving Amendment No. 6 to a Contract with HDR Engineering, Inc., in the amount of $121,600 for a total restated fee of $842,934 to provide for the development and submission of a permit application to the Texas Commission on Environmental Quality (TCEQ) for the Corpus Christi Aquifer Storage Recovery Feasibility Study with funding available in the Raw Water Supply Development Charge Fund. This amendment will only develop the necessary requirements to submit an administratively completed permit application that once approved, can lead to drilling of an Page 3 City of Corpus Christi Printed on 8/19/2019 August 20, 2019City Council Meeting Agenda - Final-revised Aquifer Storage and Recovery (ASR) test well. Sponsors:Utilities Department and Engineering Services 9.19-1084 Resolution rejecting the apparent low bid of Abel’s Paving & Construction as non-responsive and authorizing the City Manager to award an Indefinite Delivery/Indefinite Quantity (IDIQ) construction contract to CPC Interests, LLC d/b/a Clark Pipeline Services, LLP as the lowest responsive bidder, in an amount not to exceed $1,800,000.00 for the Water Line Replacement IDIQ Program for one year with two (2) optional one-year administrative renewals for a total contract price of $5,400,000.00 with current funding available from the Water Capital Improvement Program. This contract begins upon the issuance of Notice to Proceed. Sponsors:Water Utilities Department and Engineering Services 10.19-1050 Motion awarding a contract to Freese Nichols, Inc. in the amount of $92,762 for the 2018 Highway Safety Improvement Program (HSIP) to design five new and eleven upgraded traffic signals at four locations funded by the Texas Department of Transportation (TxDOT) and Street Bond 2016. (Council Districts 2 and 3) Sponsors:Engineering Services 11.19-1005 Resolution authorizing amendment No. 1 to enCodePlus Software License service agreement for a five-year extension with enCodePlus, LLC of Sugar Land, Texas, to host the content of the Unified Development Code for a not to exceed total amount of $44 ,400.00 and a revised service agreement value not to exceed $93,600.00; amendment effective October 1, 2019, with first-year funding of $8,880.00 through the Development Services Fund. Sponsors:Development Services and Contracts and Procurement 12.19-1042 Motion awarding a contract to Freese and Nichols, Inc. in the amount of $225,000 for the Flour Bluff and Padre/Mustang Island Area Development Plans update funded by the General Fund. (Council District 4) Sponsors:Planning & Environmental Services and Engineering Services 13.19-1083 Resolution of the City of Corpus Christi, Texas finding that AEP Texas Inc.’s (AEP) requested electric transmission and distribution rates and charges within the city should be denied; finding that the City’s reasonable rate case expenses shall be reimbursed by AEP; requiring reimbursement of rate case expenses; finding that the meeting at which this resolution is passed is open to the public as required by law; and requiring notice of this resolution to AEP. Sponsors:Legal Department 14.19-0954 Resolution authorizing a five-year supply agreement with Corpus Christi Freightliner, Inc. of Corpus Christi, Texas, for the purchase of parts needed to conduct repairs for Freightliner, Western Star and Sterling equipment. Page 4 City of Corpus Christi Printed on 8/19/2019 August 20, 2019City Council Meeting Agenda - Final-revised Freightliner includes refuse trucks, brush trucks, self-loading brush trucks and dump trucks. Western Star includes tractors for refuse handling tractor/trailers. Sterling includes vacuum trucks. The total amount for these parts is a not to exceed $1,238,000.00, effective upon issuance of notice to proceed, with first-year funding of $20,633.30 through the Fleet Maintenance Service Fund. Sponsors:Asset Management Department and Contracts and Procurement 15.19-0955 Resolution authorizing a five-year service agreement with Corpus Christi Freightliner, Inc. of Corpus Christi, Texas, for repairs at vendor facilities of Freightliner, Western Star and Sterling equipment. Freightliner includes refuse trucks, brush trucks, self-loading brush trucks and dump trucks. Western Star includes tractors for refuse handling tractor/trailers. Sterling includes vacuum trucks. The service agreement is to be effective October 1, 2019 for a total amount not to exceed $3,686,600.00, with first-year funding in the amount of $737,320.00 through the Fleet Maintenance Service Fund. Sponsors:Asset Management Department and Contracts and Procurement L.RECESS FOR LUNCH M.PUBLIC HEARINGS: (ITEMS 16 - 17) 16.19-1063 Zoning Case No: 0619-02 Texas State Roofing Company, LLC (District 2). Ordinance rezoning property at or near 916 South Alameda from the “CG-2” General Commercial District to the CG-2/SP” General Commercial District with a Special Permit. Planning Commission and Staff recommend Approval. Sponsors:Development Services 17.19-1064 Zoning Case No. 0519-03 Sergio and Magali Martinez (District 1) Ordinance rezoning property at or near 2934 Highland Avenue from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District. Planning Commission and Staff recommend Approval. Sponsors:Development Services N.REGULAR AGENDA: (NONE) O.FIRST READING ORDINANCES: (ITEMS 18 - 22) 18.19-1086 Ordinance authorizing acceptance of $171,000 grant from Texas Department of Transportation for the 2020 Comprehensive Selective Traffic Enforcement Project to increase traffic enforcement with a City match of $49,553.37 from the FY 2020 General Fund. Sponsors:Police Department 19.19-1043 Ordinance authorizing the purchase of 180 Police vehicle video recording Page 5 City of Corpus Christi Printed on 8/19/2019 August 20, 2019City Council Meeting Agenda - Final-revised systems and a five-year service agreement for installation and maintenance from Turn-Key Mobile, Inc. of Jefferson City, Missouri, via Texas Department of Information Resources Cooperative for a total amount not to exceed $1,541,113.15; appropriating $1,541,113.15 from the unreserved fund balance of the Liability and Employee Benefits - General Liability Fund; transferring to the IT Fund; and amending the FY 2018-2019 operating budget adopted by Ordinance No. 031548; funded through the Liability and Employee Benefits - General Liability Fund. Sponsors:Police Department, Information Technology Services and Contracts and Procurement 20.19-1117 Ordinance authorizing the issuance of “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement and Refunding Bonds, Series 2019” for Water and Wastewater Utility improvements in an amount not to exceed $113,000,000 and authorizing other matters incident and related thereto. Sponsors:Financial Services Department 21.19-1119 Ordinance authorizing the issuance of “City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2019” related to Parks and Recreation improvements in an amount not to exceed $9,000,000 and authorizing other matters incident and related thereto. Sponsors:Financial Services Department 22.19-1120 Ordinance authorizing the issuance of “City of Corpus Christi, Texas General Improvement Refunding Bonds, Taxable Series 2019” related to Airport improvements in an amount not to exceed $4,000,000 and authorizing other matters incident and related thereto. Sponsors:Financial Services Department P.BRIEFINGS: (ITEM 23) 23.19-0924 Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update to City Council (Q2 2019). Sponsors:Economic Development Q.EXECUTIVE SESSION: (ITEM 24) 24.19-1121 Executive Session pursuant to Section Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the potential acquisition of real property rights for facilities related to water treatment plant equipment, pipelines, pumps, discharge points, and intake facilities, and areas adjacent thereto and pursuant to Texas Government Code § 551.072 to discuss and deliberate the purchase and/or value of real property rights for facilities related to water treatment plant equipment, pipelines, pumps, discharge points, and intake facilities, and areas Page 6 City of Corpus Christi Printed on 8/19/2019 August 20, 2019City Council Meeting Agenda - Final-revised adjacent thereto when deliberation in open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. R.IDENTIFY COUNCIL FUTURE AGENDA ITEMS S.ADJOURNMENT Page 7 City of Corpus Christi Printed on 8/19/2019 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council Workshop Session 9:00 AM City Council ChambersThursday, August 8, 2019 Police, Animal Care, Code Enforcement, Fire Public Notice - - ITEMS ON THIS AGENDA ARE FOR COUNCIL'S INFORMATIONAL PURPOSES ONLY. COUNCIL MAY GIVE DIRECTION TO THE CITY MANAGER, BUT NO OTHER ACTION WILL BE TAKEN AND NO PUBLIC COMMENT WILL BE SOLICITED. THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 9:02 a.m. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.B. Assistant City Secretary Paul Pierce called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, Assistant City Attorney Buck Brice and Assistant City Secretary Paul Pierce. City Council Member Ben Molina arrived at 9:35 a.m. City Attorney Miles K. Risley arrived at 9:49 a.m. BRIEFINGS TO CITY COUNCIL:C. 1.FY 2019-2020 Budget Workshop for Police, Animal Control, Code Enforcement, and Fire Operations. Mayor McComb referred to Item 1. City Manager Peter Zanoni stated that the purpose of this item is to present the FY2019-2020 proposed budgets for Police, Animal Control, Code Enforcement and Fire Operations. Page 1City of Corpus Christi Printed on 8/13/2019 August 8, 2019City Council Workshop Session Meeting Minutes Police Chief Mike Markle presented information on the following topics regarding the Police Department: mission statement; about the Police Department; organization; FY2019 achievements; performance measures; services; FY2020 proposed budget, General Fund budget, Crime Control budget, grants budget, and law enforcement trust budget; FY2020 enhancements; and the cadet class schedule. Assistant Police Chief David Blackmon presented information on the following topics related to Code Enforcement: mission statement; about Code Enforcement; performance measures; and FY2020 proposed budget. Animal Care Services Director Mike Gillis presented information on the following topics related to Animal Care Services: mission statement; organization; FY2019 achievements; performance measures; services; FY2020 proposed budget and General Fund budget; and FY2020 enhancements. Council members and presentation team members Chief Markle, Assistant Chief Blackmon, Director Gillis and Police Department Management Services Director Pat Eldridge discussed the following topics: the number of cadets in the Police Academy; effects of attrition in the Police Department; the number of structures demolished over the last few years, related funding sources and assistance received from the National Guard; Code Enforcement officer retention efforts; the impact on statistical data resulting from the conversion from the Uniform Crime Report to the National Incident Based Reporting System; tracking grant funding for performance management reasons; reporting required by grantors; a monthly analysis of all budgets and quarterly budget updates, including grant funding, to Council; improving the time by which police officers respond to calls; pursuing animal services-related grant opportunities; setting targets for the Police Department to obtain grant funds; the need for a grant writer in City departments; the plan to add additional police officers; that the Police Department's forensic analyst is to be funded through the General Fund; beach safety efforts; officers paid for through Hotel Occupancy Taxes (HOT); the need for a safety officer and additional enforcement efforts on North Beach; target completion date for the 19 additional kennels at Animal Care Services; the addition of a Live Release Coordinator; that North Beach has been made its own police beat; the grant-writing process; standards imposed in grants; contractual obligations in the collective bargaining agreement between the Corpus Christi Police Officers' Association and the City related to academy and field training requirements for individuals who come to work for the Police Department who are already law enforcement officers; current functionality of the City's App; addressing the issue of homelessness; individuals who are homeless being repeatedly arrested; a request for statistics on crime committed by homeless individuals and its impact on the Police Department; and the number of officers and type of equipment funded through the Crime Control and Prevention District. Fire Chief Robert Rocha presented information on the following topics regarding the Fire Department: mission statement; Fire Department Command Staff; about the Fire Department; the location of fire stations in the city; FY2019 achievements; performance indicators; services; FY2020 proposed budget, General Fund budget and Local Emergency Planning Committee (LEPC) Fund budget; FY2020 budget enhancements; the cadet class schedule; position inventory history; proposed hiring plan; location of medic units; and Page 2City of Corpus Christi Printed on 8/13/2019 August 8, 2019City Council Workshop Session Meeting Minutes ReverseAlert. Council members, Chief Rocha and Deputy Fire Chief Richie Quintero discussed the following topics: the total number of plans to be reviewed by the proposed in-house Fire Protection Engineer and the associated process of approving plans through the Development Services Department; the number of emergency medical services (EMS) calls per year and how the City of Corpus Christi ranks versus other cities in the U.S.; the community paramedic program; the Triage, Treat, and Transport (ET3) Program; redirecting certain EMS calls to social service agencies and the Fire Department's monthly meetings with Spohn Hospital group related to this; liability concerns related to the City's EMS units responding/not responding to calls; that the City of Corpus Christi is the 47th busiest EMS group in the nation; the number of personnel on each EMS unit; fire trucks and EMS units both responding to calls; the impact of homelessness on the Fire Department and its resources; the number of and a request for additional medic units in the Calallen area; using Texas Ambulance Supplemental Payment Program (TASPP) funds, in excess of what the City expects to receive, to add a medic unit to the Calallen area; Fire/EMS coverage provided by Emergency Service Districts (ESD) in Calallen and Flour Bluff and the associated property taxes assessed on property owners in those areas; dissolving the ESDs; the status of grants in the Fire Department; past and current grants secured by the Fire Department; small grants from industry; sources of grants; the target/goal for grant monies to be secured by the Fire Department; who performs grant writing and administration functions in the Fire Department; monies budgeted for overtime; the different types of pay that make up overtime pay; the reasons for overtime; funding sources used to pay overtime; the plan/target for reducing overtime moving forward; that the results of the overtime audit performed by the City's Internal Auditor are to be presented to the Council soon; that overtime is a performance management issue; a city-wide overtime management initiative; TASPP funding as part of the Fire Department's budget; the purpose of TASPP reimbursements; pursuing possible grants intended to defray the cost of EMS services provided to individuals who repeatedly call for assistance; efforts made to date to increase revenue in the Fire Department; the number of EMS versus fire calls handled by the Fire Department; focusing on EMS versus fire calls; Fire Department resources dedicated to EMS; response times; that some individuals call EMS for non-emergency calls and developing a plan to address the issue; citizens taking more responsibility for themselves and not relying on government; taking ideas from the fire prevention program and applying them to EMS calls in an effort to reduce the volume of EMS calls; transporting patients to stand-alone emergency rooms versus hospital emergency rooms; the Fire Department's current ISO rating and related Fire Department staffing levels; working with Nueces County to alleviate some EMS calls; the anticipated streamlining of the plan approval process, in the Development Services Department, that is expected to result from hiring a Fire Protection Engineer; and the anticipated hire date of the Fire Protection Engineer. City Manager Zanoni provided Council with the dates of the remaining City Council budget workshops and budget-related community meetings. A council member asked for a copy of the line-item version of the FY2019-2020 proposed budget. Page 3City of Corpus Christi Printed on 8/13/2019 August 8, 2019City Council Workshop Session Meeting Minutes ADJOURNMENTD. The meeting was adjourned at 10:51 a.m. Page 4City of Corpus Christi Printed on 8/13/2019 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council 11:30 AM Council ChambersTuesday, August 13, 2019 Addendums may be added on Friday. 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 Communication 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 11:34 a.m. Invocation to be given by Deacon Mark Arnold, Diocese of Corpus Christi.B. Deacon Mark Arnold gave the invocation. Pledge of Allegiance to the Flag of the United States and to the Texas Flag to be led by Natalia Arredondo, Senior Call Center Representative/Trainer, Communication Department. C. Natalia Arredondo led the Pledge of Allegiance to the flag of the United States and the Texas flag. 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: City Manager Peter Zanoni, City Attorney Miles K. Risley, and City Secretary Rebecca L. Huerta. Page 1City of Corpus Christi Printed on 8/16/2019 August 13, 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 August 16, 2019, "Kiwanis Club of Corpus Christi 100th Anniversary". Proclamation declaring September 14, 2019, "Operation K.E.Y.S., Keeping Every Youth in School Day". Presentation of Honorary Citizen Certificates to 2019 Sister City Exchange Students. Recognition of the City of Corpus Christi as, "StormReady" from National Weather Service and the StormReady Advisory Board. Mayor McComb presented the proclamations, and conducted the presentation and the recognition. 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 Communication department at 361-826-3211 to coordinate. All items on this agenda are considered public hearings. J. Mayor McComb deviated from the agenda and referred to comments from the public. City Attorney Miles K. Risley read the Rules of Decorum. City Secretary Rebecca L. Huerta conducted the public comment period. C.J. Johnson, 509 S. Carancahua #25, spoke about the importance of mental illness awareness. Sirfrederickvon USA King vii, P.O. Box 1181, spoke about a need for a City Hall building on the southside, bringing Lufthansa airlines to Corpus Christi, the need for a female Police Chief, and assigning lower level employees to higher positions. Melissa Rohal, 1109 Woodlawn Dr., spoke about receiving a fine and court summons for a fallen limb and asked for direction on who to call to avoid a future fine. Gloria Scott, 4422 S. Alameda, thanked the Council, on behalf of the Solomon Coles High School Alumni, for its support during the 32nd Annual Solomon Coles Alumni Reunion, and also commented in support of the importance of mental illness awareness. Lynn Harris, Versailles St., asked the Council to consider changing the operating hours for the library in Flour Bluff during their budget process review. Tony C. Hartwell, P.O. Box 18785, spoke about the homeless violating traffic laws on Waldron Rd., loitering around City Hall, and the potential danger of injuries, deaths Page 2City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes and/or lawsuits involving the homeless. Margaret Fratila, 3606 Tripoli Dr., commended the Police Department for their quick response to an accident on Whitecap Blvd., spoke about the potential danger of pedestrians on the Island continuing to walking through the street's turning lanes, and offered her assistance to the City Manager regarding state allocations and other information on homelessness. CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:F. Mayor McComb referred to City Manager's Comments. City Manager Peter Zanoni reported on the following topics: OTHERa. 1) City Manager Zanoni informed the Council of organizational leadership changes and stated that Steve Viera was appointed as Assistant City Manager, Constance Sanchez was appointed as Chief Financial Officer, and mentioned the appointments of four (4) Assistant Directors. 2) Briefed the Council on the first community budget input hearing held on Monday, August 12, 2019, in District 1 at the Owen R. Hopkins Library, and listed the dates, times and locations of the remaining four (4) community input sessions. 3) Next budget workshop will focus on infrastruture items like streets, engineering, capital budget, solid waste and utility operations, and reminded the Council of the Texas A&M-Corpus Christi's drone test event coinciding with Thursday's budget workshop session but felt both could be attended since the drone test event was a drop in event. 4) Updated the Council on changes to the council meetings due to national conferences and annual events. In the month of September, the City Council meeting will be rescheduled from September 9th to September 6th due to the Annual Coastal Bend to Washington D.C. Conference (CB to DC 2019). In the month of October, the City Council meetings will be rescheduled to October 1st, 15th and 29th with the 8th and 22nd terminated due to the Texas Municipal League Conference (TML) and the International City/County Managment Association Conference. MINUTES:G. 2.Regular Meetings of July 23, 2019 and July 30, 2019. A motion was made by Council Member Rudy Garza, seconded by Council Member Ben Molina, that the Minutes be passed. The motion carried by a unanimous vote. BOARD & COMMITTEE APPOINTMENTS:H. 3.Charter Review Ad Hoc Committee (1 vacancy) Corpus Christi B Corporation (1 vacancy) Corpus Christi Business and Job Development Corporation (1 vacancy) Mayor's Fitness Council (2 vacancies) Parking Advisory Committee (10 vacancies) Parks and Recreation Advisory Committee (6 vacancies) Mayor McComb referred to the board and committee appointments. The Page 3City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes following appointments were made: Corpus Christi B Corporation (Type B) and Corpus Christi Business and Job Development Corporation (Type A) Council Member Paulette Guajardo nominated Diana Summers (Regular Member). Council Member Greg Smith nominated Alan R. Wilson (Regular Member). Diana Summers (Regular Member) was appointed with Council Members Guajardo, Barrera, Garza, Hernandez, Roy, Molina and Mayor McComb voting for Diana Summers, and Council Members Hunter and Smith voting for Alan R. Wilson (Regular Member). Diana Summers was appointed to both Type A and Type B Corporations. Mayor's Fitness Council Mayor McComb recommended the new appointments of Cody A. Gregg (At Large) and Serita M. Porter (Disability Networks). Council Member Smith made a motion to appoint Cody A. Gregg (At Large) and Serita M. Porter (Disability Networks), seconded by Council Member Hunter and passed unanimously. Parking Advisory Committee Mayor McComb recommended postponing the appointments until receipt and review of the advisory committee survey results. Parks and Recreation Advisory Committee Council Member Smith made a motion to reappoint Mandy Cox, Florence D. East, Hannah Husby, Casandra L. Lorentson, Alissa Mejia and Howard L. Schauer, seconded by Council Member Hunter and passed unanimously. Charter Review Ad Hoc Committee Mayor McComb made a motion to appoint Aaron Munoz (Nominated by Council Member Barrera), seconded by Council Member Smith and passed unanimously. EXPLANATION OF COUNCIL ACTION:I. CONSENT AGENDA: (ITEMS 4 - 17)K. Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. A council member requested Page 4City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes that Items 4, 5 and 13 be pulled for individual consideration. There were no comments from the public. A motion was made by Council Member Guajardo, seconded by Council Member Roy, to approve the Consent Agenda. The motion carried by the following vote: Aye:Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Roy and Council Member Smith 6 - Absent:Council Member Barrera, Council Member Hunter and Council Member Molina 3 - Abstained:0 6.Zoning Case No. 0619-01: Mt. Olive Lutheran Church (Council District 5) Ordinance rezoning property at or near 5101 Saratoga Boulevard (State Highway 357) from the “RS-6” Single-Family 6 District to the “ON” Neighborhood Office District. Planning Commission and Staff recommend Approval. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031830 7.Ordinance abandoning and vacating a 4-foot wide by approximately 107-feet in length (433 sq. ft.) portion of an existing utility easement out of Lot 3, Block 4, Manhattan Estates Unit 7, located at 3729 Berkeley Dr. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031831 8.Ordinance authorizing the acceptance of a grant from the Office of the Attorney General for the Internet Crimes Against Children (ICAC) Task Force program, in the amount of $10,100.00 to purchase equipment and supplies for the ICAC program within the Police Department; and appropriating the $10,100.00 in the Police Grants Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031832 9.Ordinance appropriating $77,350.00 from the Fleet Fund Future Replacement balance; amending the FY2018-2019 operating budget adopted by Ordinance 031548 to increase expenditures by $77,350.00; and approving the purchase of four trailer-mounted portable air compressors from ROMCO Power Systems of Corpus Christi, Texas, via NJPA-Sourcewell Cooperative for a total amount not to exceed $77,350.00 funded from the Fleet Maintenance Service Fund. This Ordinance was passed on second reading on the consent agenda. Page 5City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes Enactment No: 031833 10.Ordinance awarding a contract to Haas-Anderson Construction, LTD in the amount of $11,016,599.50 for construction of Ayers Street Pedestrian improvements and turn lane addition from South Padre Island Drive (SPID) to Gollihar Road for the base bid and additive alternate no. 1 with asphalt pavement; amending the FY2019 Capital Improvement Program Budget to support the use of Bond 2014 Proposition 1 funds, increase the budget, and funds are available in Bond 2014 Streets and various utility funds. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031834 11.Resolution authorizing submittal of grant application in the amount of $175,175.00 for Edward Byrne Memorial Justice Assistance Grant (JAG) Program with funds to be distributed to the City of Corpus Christi in the amount of $80,918.00, Nueces County in the amount of $80,917.00 and the City of Robstown in the amount of $13,340.00; and authorizing Interlocal Agreements with Nueces County and City of Robstown for distribution of JAG program funds should the grant be awarded. This Resolution was passed on the consent agenda. Enactment No: 031835 12.Motion authorizing a three-year service agreement with Triple G Lawn Services in an amount not to exceed $96,000.00 for a three-year period, with term starting upon issuance of notice to proceed, for landscaping and grounds maintenance for seven police managed buildings funded through the General Fund. This Motion was passed on the consent agenda. Enactment No: M2019-125 14.Motion awarding a contract to Coast to Coast Construction, Inc., in the amount of $492,138.00 to replace damaged roofs, metal siding and upgrade lighting to energy efficient LED lighting at Woodsboro Pump Station and Bloomington Pump Station funded by Mary Rhodes Phase 2 reserves. This Motion was passed on the consent agenda. Enactment No: M2019-127 15.Motion authorizing the City Manager, or designee, to execute the Second Amendment to the Landfill Services Agreement with Cefe Landfill Texas, LP, to increase the fee paid to the contractor, add a definition for intermediate cover, remove language limiting the distance that the Page 6City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes contractor will haul soil, and modify the termination date; for an estimated increase of $143,625 per month for 17 months. This Motion was passed on the consent agenda. Enactment No: M2019-128 16.Motion authorizing the City Manager, or designee, to execute the First Amendment to the Waste Disposal Agreement with BFI Waste Services of TX, LP, to modify the termination date, discount and the required annual tonnage; providing revenue to the City estimated at $267,100 per month for 17 months. This Motion was passed on the consent agenda. Enactment No: M2019-129 17.Motion authorizing a three-year service agreement for pest control services with Henry Garrett, dba G & G Pest Control of Beeville, Texas, for a total amount not to exceed $80,802.00 to be funded by Facility and Property Management Fund. This Motion was passed on the consent agenda. Enactment No: M2019-130 4.Ordinance of the City Council of the City Of Corpus Christi amending the franchise with AEP Texas Inc. to change compensation or consideration to be paid for use of the public rights-of-way; providing an effective date; providing for acceptance by AEP Texas Inc.; finding and determining that the meetings at which this ordinance was considered were open to the public and in accordance with Texas law. Mayor McComb referred to Item 4. Council Member Hernandez and City Attorney Miles K. Risley discussed the following topics: Item 4 provides for a 5% increase in the franchise fee that is charged for electricity; Item 5 allows for that franchise fee to be passed through the customers for electricity and once it is in place, will approximately increase a customer's fee by $0.12 per month on a 1000 kilowatt hour bill, or $0.24 on a 2000 kilowatt hour bill; and whether this increase was calculated into the budget for next year. Council Member Barrera made a motion to approve Items 4 and 5, seconded by Council Member Molina. These Ordinances were passed on second reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Molina, Council Member Roy and Council Member Smith 6 - Nay:Council Member Hernandez1 - Absent:Council Member Guajardo and Council Member Hunter2 - Abstained:0 Page 7City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes Enactment No: 031828 5.Ordinance of the City Council of the City of Corpus Christi approving an additional tariff for the recovery of franchise fees not currently being recovered in base rates by AEP Texas Inc.; and finding and determining that the meetings at which this ordinance was considered were open to the public and in accordance with Texas law. Item 5 was discussed during discussion of Item 4. Council Member Barrera made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on second reading and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Molina, Council Member Roy and Council Member Smith 6 - Nay:Council Member Hernandez1 - Absent:Council Member Guajardo and Council Member Hunter2 - Abstained:0 Enactment No: 031829 13.Motion authorizing five individual amendments to five service agreements for mowing and servicing of vacant properties with code violations in an amount not to exceed $11,250.00 each, and a revised value of each service agreement not to exceed $56,250.00 with Luz Alicia Sierra Leal dba Alicia's Lawn Service, Richard Herrera dba R.H. Const. & Mowing and Arnold Mendoza dba Pioneer Lawn Services, and CML Services, LLC, Joe Manuel Perez dba J.M. Perez and Grandsons LLC, with terms ending on June 30, 2020 funded through the General Fund and the Community Development Block Grant. Mayor McComb referred to Item 13. Council Member Hernandez, Commander David Blackmon, Chief Financial Officer Contance Sanchez and City Manager Peter Zanoni discussed the following topics: more clarity on tracking of funds - where funds are coming from and where funds are being spent; the general fund budget and the grant budget; the process of management check before recommending the budget at its current level; and request made for access to the grant budget fund by council as an additional check in the process. Mayor McComb commented on an unrelated matter involving vacant and abandoned properties and requested that Linebarger, Goggan, Blair & Sampson, LLP, be more aggressive in legally prosecuting vacant and abandoned property cases, and asked the City Manager to request a quarterly update from Linebarger, Goggan, Blair & Sampson, LLP, on those properties. Council Member Garza made a motion to approve the motion, seconded by Council Member Barrera. This Motion was passed and approved with the following vote: Page 8City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes 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 Enactment No: M2019-126 PUBLIC HEARINGS: (ITEM 18)M. 18.Public Hearing and Resolution approving the Corpus Christi Crime Control District budget for the fiscal year beginning October 1, 2019 and ending September 30, 2020 with revenues of $7,540,031.00 and expenditures of $7,562,835.00 for 63 authorized Police sworn personnel and appropriating $7,562,835.00 in the Crime Control and Prevention District Fund. Mayor McComb referred to Item 18. Chief of Police Mike Markle stated that the purpose of this item is to hold a public hearing and approve the Crime Control and Prevention District FY2019/2020 budget as mandated by State law governing this type of district. Chief of Police Markle presented information on the following topics: continued focus on Core Program and funding for equipment; assignment of officers; expenditures, revenues and fund balance; and dates of public hearings for adoption of the budget. Council members, Chief of Police Markle and Chief Financial Officer Constance Sanchez discussed the following topics: explanation and summary of expenditures; whether there exists a percentage requirement of the reserve fund balance; goals set to keep reserve fund balance high to extend the life of the 63 officers. Mayor McComb opened the public hearing. There were no comments from the Council. Mimosa Thomas, 710 Ponder, gave a history of the creation of the Crime Control and Prevention District which was to prevent crime through social programs that proactively helped prevent crime, but that those programs were eliminated to fund police officers and purchase equipment. She asked the council to reevaluate what this district was created to actually do and offered to provide statistics for the council to consider. Susie Saldana, 4710 Hakel, Chair of the Crime Control and Prevention District, stated the Crime Control and Prevention District has always been to prevent crime with police officers' presence and that the social program, which consisted of one truancy officer, had been carefully evaluated before being eliminated. Mayor McComb closed the public hearing. Council Member Guajardo made a motion to approve the resolution, seconded by Council Member Barrera. This Resolution was passed and approved with the following vote: Page 9City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes 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 REGULAR AGENDA: (NONE)N. FIRST READING ORDINANCES: (ITEMS 19 - 21)O. 19.Ordinance appropriating $42,402.94 from damage claims into General Fund to purchase a replacement Prisoner Transport Vehicle, replacement ATV and other police equipment; and changing Operating Budget by increasing revenue and expenditures in the General Fund by $42,402.94. Mayor McComb referred to Item 19. A council member and Chief of Police Mike Markle discussed and clarified that the fund for damage claims is used specifically for claims filed for damages to police vehicles involved in accidents where the police officer is not at fault. Mayor McComb called for public comment. Mimosa Thomas, 710 Ponder, spoke regarding the meetings of the collective bargaining police negotiations and asked why public comment was not allowed, and questioned disclipline procedures for officers. City Attorney Miles K. Risley stated that he would look into recent changes to public comment requirements that have been made in the latest legislative sessions and will determnine if those need to be applied to the collective bargaining meetings. He added that police officers are routinely disciplined and held accountable for their actions. Council Member Hunter made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye:Mayor McComb, Council Member 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 20.Ordinance authorizing an amendment of $10,916.00 to the Women, Infant and Children’s Nutrition Program (WIC) grant contract for a total contract amount of $868,850.00 for the period of October 1, 2018, through September 30, 2019, and authorizing a contract amendment of $868,850.00 for the period of October 1, 2019, through September 30, 2020, from the Health and Human Services Commission, and authorizing Page 10City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes a staff complement of 21 positions . Mayor McComb referred to Item 20. There were no comments from the Council or the public. Council Member Hunter made a motion to approve the ordinance, seconded by Council Member Guajardo. This Ordinance was passed on first reading and approved with the following vote: Aye: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 21.Ordinance authorizing a Wastewater Trunk Main Line Extension Construction and Reimbursement Agreement with Yasin Investment LLC to extend a line south of Whitecap Boulevard along Palmira Avenue for a commercial development for which the anchor store is IGA; appropriating $899,786.39 from the Wastewater Trunk System Trust Fund to reimburse developer. (District 4) Mayor McComb referred to Item 21 and called for public comment. Dan Brown, 13574 Camino De Plata, Brian Houseknecht, 15137 Dasmarinas Dr., Debbie Wall, 15909 Punta Bonaire Dr., and Sandy Grave, 15802 Gypsy St., spoke in favor of the reimbursement agreement for the new IGA grocery store. Wendy Hermann, Coastal Bend Home Builders Association expressed concerns based on the Unified Development Code's (UDC) rules and asked council to consider alternative methods of funding for this worthwhile project and amend the ordinance relating to the disbursement of funds to state that the funds are for residential development. Council members and Director of Development Services Nina Nixon-Mendez discussed the following topics: the project is not a replacement but an expansion of service to a new area; disservice of not following the rules; updating or changing the code for more clarity since it does not distinguish between residential or commercial subdivision; trust fund usage used for commercial in the past; commercial users pay into the system through payment of lot acreage fees; reimbursement agreement process; honoring current applications but review trust funds for future applications; rewriting of rules and addressing rates; how funds are regenerated; iniquities to small developers and investors; alternative funding through TIRZ or Type B funds; review all implications in determining how to regenerate funds; and the sewer line will benefit the whole Island. City Manager Peter Zanoni agreed that the set up of these types of funds would need to be thoroughly evaluated to consider the fee structure, fairness issue, and if it is the right mechanism to help developers grow. Council Member Smith made a motion to approve the ordinance, seconded by Council Member Guajardo. Council Member Hernandez made a Point of Order requesting the Council to consider amending the purpose statement for trust funds to exempt subdivisions. City Attorney Miles K. Risley stated that there are Page 11City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes four purpose clauses and only one of the purpose clauses specifically mentions the subdivision so this is not an exception but is in conformity to the wastewater trust fund policy. 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 MOTION OF DIRECTION Mayor McComb made a motion of direction and instructed staff to review and rewrite the code related to this type of trust fund and return with a recommendation within 75 days, but in the meantime to continue doing business as normal, seconded by Council Member Guajardo and passed unanimously. EXECUTIVE SESSION: (ITEM 26)Q. Mayor McComb deviated from the agenda and referred to Executive Session Item 26. The Council went into executive session at 2:12 p.m. The Council returned from executive session at 2:47 p.m. 26.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 a potential Voluntary Collection Agreement for hotel occupancy taxes . This E-Session Item was discussed in executive session. RECESS FOR LUNCHL. The recess for lunch was held during Executive Session Item 26. FIRST READING ORDINANCES: (ITEM 22)O. 22.Ordinance authorizing the City Manager to execute the Second Amendment to the Raw Water Supply Contract with the San Patricio Municipal Water District (SPMWD) to provide an additional 5,600 acre-feet of raw water per calendar year for SPMWD to provide to its designated customer developing in San Patricio County; increasing the SPMWD Raw Water Supply Contract from 41,200 acre-feet to a total of 46,800 acre-feet per calendar year. Mayor McComb referred to Item 22. A council member and Executive Director of Water Utiliites Dan Grimsbo discussed the revenue and the financial impact of the contract amendment. Page 12City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes City Secretary Rebecca L. Huerta recommended that a motion be made to amend the second agreement, not the ordinance, to reflect the correct name of "SPMWD's Designated Customer" as Steel Dynamics Southwest, LLC. Council Member Garza made a motion to approve the ordinance as amended, seconded by Council Member Guajardo. 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 ADDENDUM ITEMS: (ITEMS 23 - 25)P. 23.Ordinance authorizing a four-month service agreement for the purchase of hardware, software, licensing, and professional services from Area Electronics Systems, Inc. dba DataON Storage for $782,734.00 for the datacenter remediation; appropriating $782,734.00 from the unreserved fund balance in the Liability and Employee Benefits - General Liability Fund; transferring to the IT Fund; and amending the FY 2018-2019 Operating Budget adopted by Ordinance No. 031548 funded through the Liability and Employee Benefits - General Liability Fund. Mayor McComb referred to Item 23. Acting Chief Information Officer (CIO) Peter Collins stated that the purpose of this item is for the replacement of hardware, software and licensing for the data center. Council members and CIO Collins dicussed the following topics: usage of hardware and software both onsite and offsite; what the four-month service agreement provides; complete solution designed for future growth; and the life expectancy. Council Member Garza made a motion to approve the ordinance, seconded by Council Member Hernandez. 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 24.Motion to set the public hearing for the City of Corpus Christi Fiscal Year 2019-2020 Budget for Friday, September 6, 2019 during a special City Council meeting beginning at 9:00 a.m. at City Hall, 1201 Leopard Street, Corpus Christi, Texas. Mayor McComb referred to Item 24. Director of Management & Budget Eddie Houlihan stated that the purpose of Page 13City of Corpus Christi Printed on 8/16/2019 August 13, 2019City Council Meeting Minutes this item is to reset the public hearing for the budget to September 6, 2019 at 9:00 a.m. Council Member Garza made a motion to approve the motion, seconded by Council Member Hernandez. 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 Enactment No: M2019-131 25.Motion to set a public hearing on the ad valorem tax rate for Tuesday, August 27, 2019 during the regular City Council meeting beginning at 11:30 a.m. at City Hall, 1201 Leopard Street, Corpus Christi, Texas and a second public hearing for Friday, September 6, 2019 during a special City Council meeting beginning at 9:00 a.m. at City Hall, 1201 Leopard Street, Corpus Christi, Texas. Mayor McComb referred to Item 25. Interim Director of Financial Services Alma Casas stated that the purpose of this item is to reset the second public hearing for the budget to September 6, 2019 at 9:00 a.m. Council Member Barrera made a motion to approve the motion, seconded by Council Member Hunter. This Motion was passed and approved with the following vote: Aye:Mayor McComb, Council Member 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 Enactment No: M2019-132 BRIEFINGS: (NONE)P. IDENTIFY COUNCIL FUTURE AGENDA ITEMSR. Mayor McComb referred to Identify Council Future Agenda Items. The following items were identified: presentation by Captain Kevin Delano, Commodore of Training Air Wing Four, on the Naval Air Station history and Naval Aviators; quarterly report of the Maximo implementation; and the maintenance status of the arterials and collectors streets. ADJOURNMENTS. The meeting was adjourned at 3:00 p.m. Page 14City of Corpus Christi Printed on 8/16/2019 DATE:July 17, 2019 TO:Peter Zanoni, City Manager FROM:Mike Markle, Chief of Police mikema@cctexas.com 361886-2603 CAPTION: Ordinance appropriating $42,402.94 from insurance claims related to police vehicle damage to the General Fund to purchase a replacement Prisoner Transport Vehicle, replacement ATV and other police equipment. PURPOSE: Appropriate the funds for use by the Police Department for purchase of vehicles and equipment. BACKGROUND AND FINDINGS: The special revenue fund “Recovery on Damage Claims” are funds from insurance claims remitted to the City of Corpus Christi for police related vehicle damage. The funds received from insurance claims are deposited into a revenue account throughout the year. The fund currently has $42,402.94. This action will appropriate $42,402.94 from the Recovery on Damage Claims to the General fund to purchase a replacement Prisoner Transport Vehicle, replacement ATV for special events and other police equipment. The Police equipment will be purchased before September 30, 2019. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Adheres to all city policies. Appropriating funds from the Recovery on insurance damage claims revenue account AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting August 13, 2019 Second Reading Ordinance for the City Council Meeting August 20, 2019 EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Police Legal 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 $42,402.94 $42,402.94 BALANCE Funding Detail: Fund:Fund 1020 Organization/Activity: 11740 Uniform Division/Recovery of damage claims Mission Element:151 Project # (CIP Only): Account:550020 RECOMMENDATION: Staff recommends appropriation of the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance appropriating $42,402.94 from damage claims into General Fund to purchase a replacement Prisoner Transport Vehicle, replacement ATV and other police equipment; and changing Operating Budget by increasing revenue and expenditures in the General Fund by $42,402.94. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1: That $42,402.94 from damage claims is appropriated in the General Fund No. 1020 to purchase a replacement Prisoner Transport Vehicle and other police equipment. Section 2: That the FY 2018-2019 Operating Budget adopted by Ordinance 031548 is changed to increase revenues and expenditures by $42,402.94 in the General Fund No. 1020. 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:July 12, 2019 TO:Peter Zanoni, City Manager FROM:Annette Rodriguez, M.P.H., Director of Public Health Annetter@cctexas.com 361.826.7205 CAPTION: Ordinance authorizing an amendment of $10,916.00 to the Women, Infant and Children’s Nutrition Program (WIC) grant contract for a total contract amount of $868,850.00 for the period of October 1, 2018, through September 30, 2019, and authorizing a contract amendment of $868,850.00 for the period of October 1, 2019, through September 30, 2020, from the Health and Human Services Commission, and authorizing a staff complement of 21 positions. PURPOSE: To provide funds for personnel costs, supplies and other expenses for the WIC Program that provides supplemental foods, health care referrals, and nutrition education for eligible low-income pregnant, breastfeeding, and non-breastfeeding postpartum women, and to infants and children up to age five who are found to be at nutritional risk within the State of Texas. BACKGROUND AND FINDINGS: Population Served: The WIC target population are low-income, nutritionally at risk: Pregnant women (through pregnancy and up to 6 weeks after birth). Breastfeeding women (up to infant’s 1st birthday) Nonbreastfeeding postpartum women (up to 6 months after the birth of an infant) Infants (up to 1st birthday). WIC serves 53 percent of all infants born in the United States. Children up to their 5th birthday. Filled Positions: Program Manager-FT, 2 Nutritionist-FT, Registered Dietitian-FT, 3 Community Service Aide-FT, Lactation Peer Counselor-FT Vacant Positions: Sr. Account Clerk-FT, Nutritionist-FT, Breast Feeding Consultant-PT, 6 Community Service Aide- AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 13, 2019 Second Reading Ordinance for the City Council Meeting of August 20, 2019 Acceptance of contract amendment of $10,916.00 for the Women, Infants and Children (WIC) grant contract period October 1, 2018 through September 30, 2019, and appropriation of $868,850.00 for the contract period October 1, 2019 through September 30, 2020. The WIC grant supports 21 FTE’s. This is the 3 rd Amendment to the original contract from October 1, 2016. The total amount of this contract will not exceed $3,620,544.00. FT, Adm Support I-FT, 2 Lactation Peer Counselor-FT, Custodian-PT ALTERNATIVES: Refuse the grant and discontinue providing WIC services for the community. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds. EMERGENCY / NON-EMERGENCY: Non-Emergency. This item requires two readings. DEPARTMENTAL CLEARANCES: Legal Department Finance - Federal Grants and Office of Management and Budget. FINANCIAL IMPACT: 9 Operating 9 Revenue □ Capital □ Not applicable Fiscal Year: 2019-2020 Project to Date Expenditures (CIP only)Current Year Future Years TOTALS Line Item Budget Grant WIC 831319F $10,916.00 $10,916.00 Grant WIC 831320F $868,850.00 $868,850.00 BALANCE $879,766.00 $879,766.00 COMMENTS: The grant does not require a cash or in-kind match. Funding Detail: Fund:1066 Health Grants paid by Department of State Health Services Organization/Activity: 831319F, 831320F Mission Element:106 Conduct Health Education Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Contract No. 2017-049800-001 Amendment No. 3 Ordinance Ordinance authorizing an amendment of $10,916.00 to the Women, Infantand Children’s Nutrition Program (WIC) grant contract for a total contract amount of $868,850.00 for the period of October 1, 2018, through September 30, 2019, and authorizing a contract amendment of $868,850.00 for the period of October 1, 2019, through September 30, 2020, from the Health and Human Services Commission, and authorizing a staff complement of 21 positions. Be it ordained by the City Councilof the Cityof CorpusChristi,Texas: Section1:The City Manager or designee is authorized to execute Amendment No.3 of the Health and Human Services Commission Grant Contract No. 2017-049800-001. Section 2: The proposed personnel complement of 20.5 positions is authorized of 20.5 positions is authorized for carrying out aspects of the approved amendment. Section 3:The amendment will result in an increase in funding of $10,916.00 for the period October 1, 2018, through September 30, 2019, and an increased grant amount of $868,850.00 for the period October 1, 2019, through September 30, 2020, and said amounts are appropriated in the No. 1066 Health Grants Fund to continue the WIC program in the Health District (City). Section 4: The amendment also includes revisions to: the references of DSHS to HHSC to reflect the change in to reflect the consolidation of the entities; Section III, Duration; Section IV, Budget; Section I(H), Attachment A, Statement of Work; Section I(M), Attachment A, Statement of Work; Section I(N), Attachment A, Statement of Work; Section I(R), Attachment A, Statement of Work; Section I(S), Attachment A, Statement of Work; Section I(BB), Attachment A, Statement of Work; Section II(A), Attachment A, Statement of Work; Section III(A), Attachment A, Statement of Work; Section III(B), Attachment A, Statement of Work; Section III(D)(3), Attachment A, Statement of Work; Section 2.03, Financial Status Reports (FSRs) in Attachment D, Supplemental and Special Conditions; Section 4.03, Submission of Audit is added to Attachment D, Supplemental and Special Conditions; and Section 1.16 Child Abuse Reporting Requirement of Attachment D, Supplemental and Special Conditions. Section 5: The City Manager or designee is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the amount of the grant. Section 6: Each fiscal year, should funding be awarded, upon execution of the grant agreements, that the grant funds awarded by Health and Human Services Commission for the WIC program shall be deemed appropriated in the No. 1066 Health Grants Fund for the WIC program and said funds may be spent by the Corpus Christi Nueces County Public Health District for their intended purposes upon receipt of funding. Section 7: That the City Manager is authorized to execute contract amendments pertaining to these funds in the following instances: a) carry-over funds, when ascertained and approved by the funding agency through a revised notice of award; b) amendments which will provide supplemental grant funds; c) reimbursement increases of administration funds for each participant served; d) amendments to comply with applicable State or Federal laws and regulations; and e) amendments which do not change the essential purpose of the grant. Section 8: A copy of the executed grant shall be filed in the office of the City Secretary That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 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 System Agency Contract No. 2017-049800-001 Page 1 of 8 HEALTH AND HUMAN SERVICES COMMISSION CONTRACT NO. 2017-049800-001 AMENDMENT NO. 3 The HEALTH AND HUMAN SERVICES COMMISSION (“HHSC” or “System Agency”) and CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) (“Grantee” or “Subrecipient”), who are collectively referred to herein as the “Parties” to that certain Women, Infant and Children’s Nutrition Local Agency grant contract effective October 1, 2016 and denominated HHSC Contract No. 2017-049800-001 (“Contract”), as amended, now desire to further amend the Contract. RECITALS WHEREAS, System Agency has elected to extend the Contract through Fiscal Year (“FY”) 2020 (October 1, 2019 through September 30, 2020) in accordance with Section III of the Contract. WHEREAS, the Parties desire to revise the Budget to add funds for FY 2019 (October 1, 2018 through September 30, 2019) and FY 2020; WHEREAS; the Parties desire to revise the Statement of Work; and WHEREAS, these revisions will result in an addition of EIGHT HUNDRED SEVENTY-NINE THOUSAND SEVEN HUNDRED SIXTY-SIX DOLLARS ($879,766.00) in federal grant funds. NOW, THEREFORE, the Parties hereby amend and modify the Contract as follows: 1. The Parties agree that all references in the Contract to “Grantee” are hereby changed to “Subrecipient”. 2. SECTION III of the Contract Signature Document, DURATION, is hereby amended to reflect a new termination date of September 30, 2020. 3. SECTION IV of the Contract, BUDGET, is deleted and replaced in its entirety with the following: IV. BUDGET The total amount of this Contract will not exceed THREE MILLION SIX HUNDRED TWENTY THOUSAND FIVE HUNDRED FORTY-FOUR DOLLARS ($3,620,544.00), of which $1,012,631.00 is allocated to FY 2017 (October 1, 2016 through September 30, 2017), $870,213.00 is allocated to FY 2018 (October 1, 2017 through September 30, 2018), $868,850.00 is allocated to FY 2019 (October 1, 2018 through September 30, 2019), and $868,850.00 is allocated to FY 2020 (October 1, 2019 through September 30, 2020). All expenditures under the Contract will be in accordance with Attachment A, Statement of Work. 4. SECTION I(D) of ATTACHMENT A, STATEMENT OF WORK, is deleted and replaced in its entirety with the following: DocuSign Envelope ID: D2202D38-0B03-4748-B170-94425C4347C7 System Agency Contract No. 2017-049800-001 Page 2 of 8 D. Determine eligibility of applicants through assessment of their categorical eligibility, household or adjunctive income, identification, residency, nutritional status, and provide nutrition education and counseling to eligible participants. 5. SECTION I(H) of ATTACHMENT A, STATEMENT OF WORK, is deleted and replaced in its entirety with the following: H. Conduct outreach to potential participants and implement strategies to retain existing participants in accordance with Subrecipient’s outreach plan. 6. SECTION I(L) of ATTACHMENT A, STATEMENT OF WORK, is deleted and replaced in its entirety with the following: L. Issue pre-numbered WIC Electronic Benefit Transfer (EBT) cards furnished by System Agency to qualified participants who shall use such EBT cards to obtain specified food items from participating vendors; maintain complete accountability and security of all WIC EBT cards received from System Agency. Subrecipient shall be held financially responsible for all unaccounted WIC EBT cards and/or for the redeemed value of those issued to ineligible participants. 7. SECTION I(M) of ATTACHMENT A, STATEMENT OF WORK, is deleted and replaced in its entirety with the following: M. Subrecipient will configure all desktop, laptops, and tablets purchased with WIC funds for access to the Texas Integrated Network (“TXIN”) Management Information System (“MIS”) at all Subrecipient WIC clinics and administrative offices. Subrecipient will notify System Agency not less than forty-five (45) days prior to a relocation or a deployment of a new site to arrange for internet connectivity at the site. Subrecipient is responsible for all desktop, laptop, and tablet maintenance and hardware support. 8. SECTION I(N) of ATTACHMENT A, STATEMENT OF WORK, is deleted and replaced in its entirety with the following: N. Subrecipient is required to immediately address, or facilitate internal access to all its clinics, including remote access to clinic workstations, to the System Agency or its agency to facilitate the resolution of any issues restricting valid food benefit issuance to eligible WIC participants, including allowing the System Agency to make configuration changes to WIC computers. Subrecipient is required to notify the System Agency of any issues resulting in the interruption of services for a period of four (4) hours or more. 9. SECTION I(P) of ATTACHMENT A, STATEMENT OF WORK, is deleted and replaced in its entirety with the following: P. Offer services during extended hours of operation outside the traditional times of 8:00 a.m. to 5:00 p.m., Monday through Friday. 10. SECTION I(X) of ATTACHMENT A, STATEMENT OF WORK, is amended by deleting it in its DocuSign Envelope ID: D2202D38-0B03-4748-B170-94425C4347C7 System Agency Contract No. 2017-049800-001 Page 3 of 8 entirety and replacing it with the following: X. If selected by the System Agency, Implement or expand the Improving Participant Experience (IPE) initiative. The IPE initiative will enable Subrecipient to enhance their clinic to promote a welcoming, child-friendly environment and any improvements to counseling spaces should promote knee- to-knee conversations, thus improving the participant’s clinic experience. 1. Subrecipient shall submit proposed initiatives and required reports in a frequency and format designated by System Agency for review and approval. 2. Subrecipient shall appoint a project coordinator to oversee the implementation and evaluation of each initiative. 3. Subrecipient shall participate in activities as requested by System Agency, including but not limited to, writing news articles, submitting mid-year and end of year reports and participating in sharing sessions. 11. SECTION I(Z) of ATTACHMENT A, STATEMENT OF WORK, is deleted and replaced in its entirety with the following: Z. Subrecipient shall resolve all possible dual participation records anytime the “duplicate detection” grid appears in the MIS. System Agency reserves the right to withhold payment if Subrecipient fails to accurately resolve all poss ible dual participation records within thirty (30) days of the appearance of the duplicate detection grid. 12. SECTION I(BB) of ATTACHMENT A, STATEMENT OF WORK, is amended by deleting it in its entirety and replacing it with the following: BB. The Summer Electronic Benefit Transfer for Children (SEBTC) project provides nourishing foods to eligible school-age children in selected schools during the summer months. 1. If selected by System Agency, Subrecipient will use SEBTC funds to provide the following: a. Implement SEBTC project according to System Agency-approved plan. b. Designate a SEBTC lead responsible for overseeing training, implementation, and evaluation of project activities. c. Provide customer support services for SEBTC card recipients during the benefit period. d. Submit requested updates and/or reports in a frequency and format designated by System Agency for review and approval. 13. SECTION I of ATTACHMENT A, STATEMENT OF WORK, is amended by adding the following: DocuSign Envelope ID: D2202D38-0B03-4748-B170-94425C4347C7 System Agency Contract No. 2017-049800-001 Page 4 of 8 CC. Implement the Obesity Prevention project. 1. Subrecipient shall submit proposed initiatives for review and approval. 2. If selected by System Agency, Subrecipient shall: a. Appoint a project coordinator to oversee the implementation and evaluation of each initiative. b. Participate in activities as requested by System Agency, including but not limited to, writing news articles, and participating in sharing sessions. c. Follow the System Agency guidance related to allowable WIC costs for approved Obesity Prevention projects. d. Submit all requested reports in a frequency and format designated by System Agency for review and approval. 14. SECTION II(A) of ATTACHMENT A, STATEMENT OF WORK, is deleted and replaced in its entirety with the following: A. Subrecipient shall ensure: 1. An average of 95% of families each quarter who participate in WIC Program by receiving food benefits shall also receive nutrition education classes or individual counseling; 2. Each quarter an average of 20% or greater of all pregnant women who enter the WIC Program are certified as eligible during the period of the first or second trimester of their pregnancy; 3. Each quarter an average of 80% of clients who are enrolled in the WIC Program, excluding dual participants and transfer locked and/or migrant clients, participate as food benefit recipients each month (breast-feeding infants are also included in the client count); and 4. 100% of participants who indicate during the enrollment process for the WIC Program that they have no source of health care are referred to at least one (1) source of health care at certification of eligibility. Subrecipient shall submit reports, if requested, in a frequency and format designated by System Agency for review and approval. 15. SECTION III(D)(6) of ATTACHMENT A, STATEMENT OF WORK, is deleted and replaced in its entirety with the following: 6. Surplus encumbered by September 30 shall be billed and vouchers received by System Agency no later than 60 calendar days following the Contract term. 16. The Parties agree to revise the supplemental condition for Section 2.02, Final Billing Submission in ATTACHMENT D, SUPPLEMENTAL AND SPECIAL CONDITIONS by deleting it in its entirety and replacing it with the following: DocuSign Envelope ID: D2202D38-0B03-4748-B170-94425C4347C7 System Agency Contract No. 2017-049800-001 Page 5 of 8 Unless otherwise provided by the System Agency, Subrecipient shall submit a reimbursement or payment request as a final close-out invoice not later than sixty (60) calendar days following the end of the term of the Contract. Reimbursement or payment requests received in the System Agency's offices more than si xty (60) calendar days following the termination of the Contract may not be paid. 17. The Parties agree to revise the supplemental condition for Section 2.03, Financial Status Reports (FSRs) in ATTACHMENT D, SUPPLEMENTAL AND SPECIAL CONDITIONS by deleting it in its entirety and replacing it with the following: Except as otherwise provided in these Uniform Terms and Conditions or in the terms of any Attachment(s) that is incorporated into the Contract, Subrecipient shall submit quarterly FSRs to System Agency by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Subrecipient shall submit the final FSR no later than sixty (60) calendar days following the end of the applicable Fiscal Year. 18. Article IX Miscellaneous Provisions of the Health and Human Services Commission Uniform Terms and Conditions – Grant, Version 2.13, previously referenced Section 9.22 Equipment and Supplies, is deleted and replaced with the following: a. Grant Purchased Equipment. Equipment means tangible personal property having a useful lifetime of more than one year and a per-unit acquisition cost that exceeds the lesser of the capitalization level established by the of $5,000 or more. Subrecipient shall inventory all equipment, and report the inventory on the DSHS GC-11 Contractor’s Property Inventor y Report form. 1. Tangible personal property includes controlled assets, including firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000, which includes desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and s ystems, medical and laboratory equipment, and media equipment are also considered Supplies. 2. Prior approval by System Agency of the purchase of Controlled Assets is not required unless stipulated by WIC program policy, but such purchases must be reported on the DSHS GC-11 Contractor’s Property Inventory Report form as detailed in this section. b. Supplies. 1. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies, drugs, janitorial supplies, office supplies, patient educational supplies, software, and any items of tangible personal property other than those defined as equipment above. DocuSign Envelope ID: D2202D38-0B03-4748-B170-94425C4347C7 System Agency Contract No. 2017-049800-001 Page 6 of 8 c. Property Inventory and Protection of Assets. 1. Subrecipient shall inventory of equipment supplies defined as controlled assets, and property described in this Section annually and maintain a cumulative report of the equipment and other property on DSHS GC-11 Contractor’s Property Inventor y Report form. 2. Subrecipient is responsible for maintenance and accuracy of this inventory and it shall be available for review upon System Agency request. The DSHS GC- 11 Contractor’s Property Inventor y Report form is located at: http://www.dshs.state.tx.us/contracts/forms.shtm. 3. Subrecipient shall maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. 4. If Subrecipient is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, Subrecipient shall use the proceeds to repair or replace those assets. d. Assets as Collateral Prohibited. Subrecipients on a cost reimbursement payment method shall not encumber equipment purchased with System Agency funds without prior written approval from the System Agency. e. Disposition of Property. 1. Subrecipient shall follow the procedures in the American Hospital Association’s (AHA) “Estimated Useful Lives of Depreciable Hospital Assets” in disposing, at any time during or after the Contract term, of equipment purchased with System Agency funds, except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than $5,000. 2. All other equipment not listed in the AHA reference (other than equipment that requires licensure or registration or that has an acquisition cost equal to or greater than $5,000) will be controlled by the requirements of UGMS. 3. If, prior to the end of the useful life, any item of equipment is no longer needed to perform services under this Contract, or becomes inoperable, or if the equipment requires licensure or registration or had an acquisition price equal to or greater than $5,000, Subrecipient shall request disposition approval and instructions in writing from the contract manager assigned to this Contract. 4. After an item reaches the end of its useful life, Subrecipient shall ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and any applicable federal guidance. f. Closeout of Equipment. At the end of the term of a Contract that has no additional renewals or that will not DocuSign Envelope ID: D2202D38-0B03-4748-B170-94425C4347C7 System Agency Contract No. 2017-049800-001 Page 7 of 8 be renewed (Closeout), or when a Contract is otherwise terminated, Subrecipient shall submit to the contract manager assigned to this Contract, an inventory of equipment purchased with grant funds and request disposition instructions for such equipment. All equipment purchased with grant funds must be secured by Subrecipient at the time of Closeout, or termination of this Contract, and must be disposed of according to System Agency’s disposition instructions, which may include return of the equipment to System Agency or transfer of possession to another System Agency contractor, at Subrecipient’s expense. 19. This Amendment No. 3 shall be effective as of July 1, 2019 or upon the date this Amendment is signed by both Parties, whichever occurs later. 20. Except as amended and modified by this Amendment No. 3 all terms and conditions of the Contract, as amended, shall remain in full force and effect. 21. Any further revisions to the Contract shall be by written agreement of the Parties. SIGNATURE PAGE FOLLOWS DocuSign Envelope ID: D2202D38-0B03-4748-B170-94425C4347C7 System Agency Contract No. 2017-049800-001 Page 8 of 8 SIGNATURE PAGE FOR AMENDMENT NO. 3 HHSC CONTRACT NO. 2017-049800-001 HEALTH AND HUMAN SERVICES COMMISSION CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) _____________________________________ By: ______________________________ Name: ____________________________ Title: _____________________________ Date of Execution: ______________________ Date of Execution: __________________ THE FOLLOWING ATTACHMENTS ARE ATTACHED AND INCORPORATED AS PART OF THE CONTRACT: ATTACHMENT A-1 FFATA DocuSign Envelope ID: D2202D38-0B03-4748-B170-94425C4347C7 Annette Rodriguez Health Director Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION - 1 - Department of State Health Services Form 4734 – June 2013 The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. If the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: FFATA Contact # 1 Name, Email and Phone Number: Primary Address of Contractor: FFATA Contact #2 Name, Email and Phone Number: ZIP Code: 9-digits Required www.usps.com - DUNS Number: 9-digits Required www.sam.gov State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits Printed Name of Authorized Representative Signature of Authorized Representative Title of Authorized Representative Date DocuSign Envelope ID: D2202D38-0B03-4748-B170-94425C4347C7 Health Director Annette Rodriguez Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION - 2 - Department of State Health Services Form 4734 – June 2013 As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? Yes No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No", answer questions "A" and "B". ________________________________________________________________________ A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? Yes No B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? Yes No If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. ________________________________________________________________________ C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? Yes No If your answer is “Yes” to this question, where can this information be accessed? ________________________________________________________________________ If your answer is “No” to this question, you must provide the names and total compensation of the top five highly compensated officers below. For example: John Blum:500000;Mary Redd:50000;Eric Gant:400000;Todd Platt:300000; Sally Tom:300000 Provide compensation information here: DocuSign Envelope ID: D2202D38-0B03-4748-B170-94425C4347C7 Certificate Of Completion Envelope Id: D2202D380B034748B17094425C4347C7 Status: Sent Subject: Amending $3,620,544; 2017-049800-001; Corpus Christi-Neuces County PHD A-3; MSS/HDIS/HDS/WIC Source Envelope: Document Pages: 19 Signatures: 0 Envelope Originator: Certificate Pages: 2 Initials: 0 Texas Health and Human Services Commission AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 1100 W. 49th St. Austin, TX 78756 PCS_DocuSign@hhsc.state.tx.us IP Address: 167.137.1.13 Record Tracking Status: Original 6/11/2019 8:08:03 AM Holder: Texas Health and Human Services Commission PCS_DocuSign@hhsc.state.tx.us Location: DocuSign Signer Events Signature Timestamp Greta Rymal Greta.Rymal@hhsc.state.tx.us Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Completed Using IP Address: 167.137.1.15 Sent: 6/11/2019 8:11:34 AM Viewed: 6/11/2019 3:08:43 PM Signed: 6/11/2019 3:09:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Annette Rodriguez annetter@cctexas.com Health Director Corpus Christi-Nueces County Public Health District Security Level: Email, Account Authentication (None) Sent: 6/11/2019 3:09:43 PM Viewed: 6/12/2019 3:49:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Andy Marker Edward.Marker@hhsc.state.tx.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Karen Ray Karen.Ray@hhsc.state.tx.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cecile Young cecile.young@hhsc.state.tx.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sherry Mojica sherry.mojica@hhsc.state.tx.us Contract Coordinator Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Sent: 6/11/2019 8:11:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Donna Ockletree donna.ockletree06@hhsc.state.tx.us Security Level: Email, Account Authentication (None) Sent: 6/11/2019 8:11:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cynthia Wright cynthia.wright@hhsc.state.tx.us Security Level: Email, Account Authentication (None) Sent: 6/11/2019 8:11:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign William Uhlarick williamu2@cctexas.com Security Level: Email, Account Authentication (None) Sent: 6/11/2019 3:09:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Pam Wells pam.wells@hhsc.state.tx.us Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/11/2019 3:09:43 PM Payment Events Status Timestamps DATE:July 15, 2019 TO:Peter Zanoni, City Manager FROM:Nina Nixon-Mendez, Director, Development Services NinaM@cctexas.com (361) 826 - 3276 CAPTION: Ordinance authorizing a Wastewater Trunk Main Line Extension Construction and Reimbursement Agreement with Yasin Investment LLC to extend a line south of Whitecap Boulevard along Palmira Avenue for a commercial development for which the anchor store is IGA; appropriating $899,786.39 from the Wastewater Trunk System Trust Fund to reimburse developer. (District 4) PURPOSE: Yasin Investment LLC. is required to construct a 24-inch wastewater trunk main line extension to adequately service a planned commercial shopping center and extend a Wastewater Master Plan sanitary sewer trunk main line. BACKGROUND AND FINDINGS: Yasin Investment LLC. plans to install 1595 linear feet of 24-inch wastewater trunk main line within city limits. The new wastewater trunk main line is required to provide adequate sanitary sewer service to a planned shopping center for which the anchor store is IGA (grocery) and to service existing and future properties in that area. The new wastewater trunk main line will connect to an existing wastewater trunk main line and manhole located on Whitecap Boulevard, will run south along Palmira Avenue, and stop at the southern end of the applicant’s property. The trunk main will utilize the Padre Island Section 4 Lift Station and the Whitecap Wastewater Treatment Plant. The sanitary sewer trunk main line extension is in accordance with the wastewater master plan. The new trunk main line will provide service to 1500 acres of total build out including existing and new properties. Additionally, the new trunk main has the capacity to support the upgrading and tie-in of existing sewer lines and will support the future development of the properties between Palmira Avenue and Park Road 22 extending south to Encantada Avenue. The construction of the line is anticipated to be completed within one year. The contract term expires on August 20, 2020. Agreement and appropriating funds for Yasin Investment LLC. for the construction of a Wastewater Trunk Main Line Extension and Reimbursement Agreement AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting 8/13/19 Second Reading Ordinance for the City Council Meeting 8/20/19 ALTERNATIVES: Deny the request and identify other alternatives to provide wastewater collection service for this property, such as capital improvement funding through bond revenues, or other funding mechanisms. OTHER CONSIDERATIONS: Sanitary Sewer Trunk Trust Funds will be diminished. Funding of future projects in other locations may be delayed until such time that this fund is replenished. CONFORMITY TO CITY POLICY: The developer will be installing a Wastewater Trunk Line Extension to serve a proposed shopping center and has requested a Reimbursement Agreement in accordance with UDC Section 8.5.2 Wastewater Trust Fund. The project is consistent with the Wastewater Master Plan. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Finance Utilities 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 $899,786.39 $899,786.39 BALANCE Funding Detail: Fund:4220 Sanitary Sewer Trust Fund Organization/Activity: 21800 Sanitary Sewer Trunk Line Trust Mission Element:777 Project # (CIP Only): N/A Account:540450 Reimbursement to Developers RECOMMENDATION: Staff Recommends Approval. LIST OF SUPPORTING DOCUMENTS: Presentation Ordinance with exhibit Certification of funds Ordinance authorizing a Wastewater Trunk Main Line Extension Construction and Reimbursement Agreement with Yasin Investment LLC to extend a line south of Whitecap Boulevard, along Palmira Avenue for a commercial development for which the anchor store is IGA; appropriating $899,786.39 from the Wastewater Trunk System Trust Fund to reimburse developer. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEX AS: SECTION 1. T he Cit y Manag er or desig nee is author ized t o execut e a W ast ewat er Trunk Main Line Construction and Reimbursement Agreement (“Agreement”) attached hereto, with Yashin Investment LLC for the construction and installation of a 24-inch wastewater trunk main line, for the development of the platted property know as PADRE ISLAND NUMBER 1, BLOCK 1, Lot 1R, Corpus Christi, Texas. SECTIO N 2. Funding in the amount of $899,786.39 is appropriated from the No. 4220-21800 Wastewater Trunk System Trust Fund to reimburs e the Developer for the constructio n of a 24-inch wastewater trunk main line, and construction improvement s in accordance with the Agreement . 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 Council Presentation August 13, 2019 Balli Shopping Center Wastewater Trunk Main Line Extension Construction and Reimbursement Agreement Aerial Overview N Whitecap Blvd South Padre Island Drive15401 SPID Proposed 24” Sanitary Sewer Trunk Main Line Wastewater Master Plan View N Proposed 24” Wastewater Trunk Main Line South Padre Island Drive Whitecap Boulevard Padre Island Section 4 Lift Station Encantada Avenue Palmira Avenue Proposed Wastewater Trunk Main Line N Whitecap Blvd. Whitecap Blvd. Whitec ap Blvd. Proposed 24” Sanitary Sewer Trunk Main Line Palmira Ave. South Padre Island Drive14 PVC FM Staff Recommendation Approval DATE:July 31, 2019 TO:Peter Zanoni, City Manager THRU:Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM:Dan Grimsbo, Executive Director of Water Utilities dang@cctexas.com (361) 826-1718 CAPTION: Ordinance authorizing the City Manager to execute the Second Amendment to the Raw Water Supply Contract with the San Patricio Municipal Water District (SPMWD) to provide an additional 5,600 acre- feet of raw water per calendar year for SPMWD to provide to its designated customer developing in San Patricio County; increasing the SPMWD Raw Water Supply Contract from 41,200 acre-feet to a total of 46,800 acre-feet per calendar year. PURPOSE: To amend the Raw Water Contract to provide additional 5,600 acre-feet of raw water per calendar year to San Patricio Municipal Water District (SPMWD), not exceed a total of 46,800 acre-feet per calendar year. BACKGROUND AND FINDINGS: Per the Raw Water Supply Contract between the City and SPMWD, as amended, SPMWD is allowed to divert total of 41,200 acre-feet of raw water per calendar year from Nueces River and Lake Texana Pipeline. SPMWD has requested an additional 5,600 acre-feet to become available from the Lake Texana Pipeline in order to serve their designated customer. In addition, the Second Amendment will allow for an additional tap (connection) on the Mary Rhodes pipeline and provides that the additional amount does not count towards SPMWD’s maximum percent of water. The Second Amendment takes effect on date of last signature. SPMWD’s take or pay obligation commences May 31, 2023. Once the obligation commences, the estimated financial impact for the city is an additional $1.8 million dollars per year within the Water Fund and Raw Water Supply Development Fund. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting August 13, 2019 Second Reading Ordinance for the City Council Meeting August 20, 2019 San Patricio Municipal Raw Water Supply Contract Amendment Although the Raw Water Supply Contract is between the City and SPMWD, the two parties have been working to provide additional quantity of raw water to Buffalo LLC, formerly know as Steel Dynamics, needed for the development of a new steel plant located near Sinton, Texas. Two letters were sent by the City to Steel Dynamics indicating the availability of the raw water. See attached letters dated December 21, 2018 and June 27, 2019. ALTERNATIVES: Do not approve the Second Amendment to increase supply to SPMWD CONFORMITY TO CITY POLICY: This agenda item conforms to City policy. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Utilities 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 Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Approval of the Ordinance LIST OF SUPPORTING DOCUMENTS: Ordinance Second Amendment to the Raw Water Contract Letters 1 Ordinance authorizing the City Manager to execute the Second Amendment to the Raw Water Supply Contract with the San Patricio Municipal Water District (SPMWD) to provide an additional 5,600 acre-feet of raw water per calendar year for SPMWD to provide to its designated customer developing in San Patricio County; increasing the SPMWD Raw Water Supply Contract from 41,200 acre-feet to a total of 46,800 acre-feet per calendar year. 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 an amendment to the Raw Water Supply Contract with San Patricio Municipal Water District to provide an additional 5,600 acre-feet of raw water per calendar year. 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: 2 _________________________________________________ Rebecca Huerta Joe McComb City Secretary Mayor 1 SECOND AMENDMENT TO RAW WATER SUPPLY CONTRACT BETWEEN THE CITY OF CORPUS CHRISTI AND SAN PATRICIO MUNICIPAL WATER DISTRICT This Second Amendment to the Raw Water Supply Contract between the City of Corpus Christi and San Patricio Municipal Water District (“Second Amendment”) is by and between the City of Corpus Christi, Texas (“City”) and San Patricio Municipal Water District (“District”). WHEREAS, the City and the District entered into the Raw Water Supply Contract (“Contract”) between the City of Corpus Christi and San Patricio Municipal Water District, with effective date March 17, 1997; WHEREAS, the Contract was amended by the First Amendment with effective date March 20, 2007; WHEREAS, the parties now want to amend the Contract to (1) allow the District an additional direct tap on the Lake Texana pipeline (also known as the “Mary Rhodes Pipeline”); (2) allow the District to take up to an additional 5,600 acre-feet per calendar year (5 MGD averaged over a calendar year) on take or pay basis from the Mary Rhodes Pipeline; and (3) provide that the additional amount of up to 5,600 acre-fee per calendar year (5 MGD averaged over a calendar year) from the Mary Rhodes Pipeline shall not be included in the calculation of the District’s maximum percentage of water taken from the Mary Rhodes Pipeline; NOW THEREFORE, the City and the District, agree to amend the Contract as follows: I. Amendment of Paragraph 2a of the Contract Paragraph 2a of the Contract is hereby amended to read as follows: 2. Use and Quantity of Water. a. (1) The City agrees to allow the District to divert, and use consumptively, untreated raw water from the Nueces River and Lake Texana Pipeline for municipal and industrial purposes in such quantity as may be required by the District, but not exceeding a total of 41,200 acre feet in a calendar year (January 1 to December 31). a. (2) Under typical operating procedures, the maximum rate of diversion from the Nueces River will not exceed 21,572 gallons per minute, and the maximum rate of diversion from the Lake Texana pipeline will not exceed 13,897 gallons per minute. a. (3) In January of each year the City will determine the percentage of its raw water that it took from the Lake Texana Pipeline in the preceding calendar year, and will provide that information to the District. In each calendar year that the District receives that information, the District may take that percentage of its raw water from the Lake Texana Pipeline (the “District’s Raw Water Percentage”). a. (4) Additional Committed Capacity 2 (a) Subject to terms provided in subparagraphs 2a.(4)(a)-(g), City will be obligated to make available to the District from a new tap on the Lake Texana Pipeline an additional five (5) million gallons per day (5 MGD) of Raw Water, averaged over a calendar year period (5,600 acre-feet per calendar year) (“Additional Committed Capacity”). Such Additional Committed Capacity shall be made available to the District by the City only for the period of time during which the contract between the District and Steel Dynamics Southwest, LLC (“SPMWD’s Designated Customer”) is in effect. During such time, the maximum rate of diversion from the tap for SWPMD’s Designated Customer on the Lake Texana pipeline will not exceed 4,000 gallons per minute. District shall provide City with quarterly meter readings to demonstrate amount taken pursuant to this subparagraph 2a.(4)(a) (“District Meter Readings”). (b) The District must provide the City at least 90 days written notice prior to actually taking any portion of the Additional Committed Capacity. (c) Commencingon May 31, 2023,and continuing so long as the contract between the District and SPMWD’s Designated Customer is in effect, the District is obligated to purchase a minimum of 5,600 acre-feet per calendar year (“Take or pay Amount”) from SPMWD’s Designated Customer’s tap on the Lake Texana Pipeline, at the monthly take or pay rate for public agency for resale whether taken or not. (d) The amount actually taken from the Lake Texana Pipeline by District for SPMWD’s Designated Customer (such amount not to exceed 5,600 acre-feet per calendar year) shall be excluded from the calculation for the District’s Raw Water Percentage. (e)Notwithstanding the foregoing subparagraph 2a.(4)(c), if the City is unable,due to drought conditions, force majeure or any other reason, to provide the full 5 MGD of Additional Committed Capacity of raw water from the Lake Texana Pipeline to the Districtfor District’s service to SPMWD’s Designated Customer, the District shall only be required to pay for the actual amount of such raw water delivered by the City at the tap on the Lake Texana Pipeline to the District for District’s service to SPMWD’s Designated Customer. (f) Once the provisions of the preceding subparagraph 2a.(4)(c) are in effect and subject to the provisions of subparagraph 2a(4)(e) above, for any calendar year in which District has taken less than the Take-or-pay Amount as reflected in the District Meter Readings, City shall invoice District for the difference between the actual amount of raw water taken during that calendar year and the Take-or-pay Amount. District shall make payments for such amounts within 30 days of receipt of invoice from the City. (g) The City hereby acknowledges that SPMWD’s Designated Customer plans to use ground water at any time that the District is unable to deliver the full raw water capacity committed to SPMWD’s Designated Customer and when special needs arise as determined by SPMWD’s Designated Customer. City agrees that 3 such use of ground water by SPMWD’s Designated Customer does not constitute a default or breach of any provision of the Contract, including but not limited to the provisions of Paragraphs 9 or 11. II. Amendment of Paragraph 3 b regarding Points of Diversion Paragraph 3 b of the Contract is hereby amended to read as follows: 3. Points of Diversion. b. The District will divert the untreated raw water from the Lake Texana pipeline by means, maximum diversion rates, and at locations agreed to in writing by the City Manager or designee and the District’s Executive Director. III. Contract to continue in effect. Except as otherwise amended herein, all other terms and conditions of the previously executed Contract and First Amendment which are not inconsistent herewith shall continue in full force and effect. IV. Effective Date. This Second Amendment shall be effective on and after the date of last signature. SAN PATRICIO MUNICIPAL WATER DISTRICT By: __________________ President ATTEST: By: _________________________ Secretary/Treasurer ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF SAN PATRICIO This instrument was acknowledged before me on the ___________day of ____________, 2019 by _____________, President of the San Patricio Municipal Water District, on behalf of said district, after approval of the Board of Directors on _________________, 2019. 4 ___________________ Notary Public CITY OF CORPUS CHRISTI By: __________________________ Peter Zanoni City Manager ATTEST: By: _________________________ Rebecca Huerta, Secretary ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the ___________day of ____________, 2019 by Peter Zanoni, City Manager of the City of Corpus Christi, Texas, on behalf of said city, after approval of the City Council on _________________, 2019. __________________ Notary Public DATE:August 8, 2019 TO:Peter Zanoni, City Manager FROM:Peter Collins, Acting CIO Peterc@cctexas.com 361-826-3735 Kim Baker, Director of Contracts and Procurement Kimb2@cctexas.com 361-826-3169 CAPTION: Ordinance authorizing a four-month service agreement for the purchase of hardware, software, licensing, and professional services from Area Electronics Systems, Inc. dba DataON Storage for $782,734.00 for the datacenter remediation; appropriating $782,734.00 from the unreserved fund balance in the Liability and Employee Benefits – General Liability Fund; transferring to the IT Fund; and amending the FY 2018-2019 Operating Budget adopted by Ordinance No. 031548 funded through the Liability and Employee Benefits – General Liability Fund. PURPOSE: The replacement of hardware, software and licensing for the data center. BACKGROUND AND FINDINGS: The current data center hardware and software is approaching end of life which warrants replacement. DataON has a sole source solution for hardware and software for the replacement of hardware and software for the data center. DataON offers a complete turnkey solution which is encapsulated by their proprietary management software. Funds to purchase hardware, software, licensing, and professional services from DataON are being funded by a transfer from the Unreserved Fund Balance in the Liability and Employee Benefits-General Liability Fund No. 5611 to the IT Fund No. 5210 in the amount of $782,734.00. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting August 13, 2019 Second Reading Ordinance for the City Council Meeting August 20, 2019 Purchase of Hardware, Software, Licensing, and Professional Services for Data Center Remediation ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This purchase conforms to the City’s purchasing policies and procedures and State statute regulating procurement. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Information Technology FINANCIAL IMPACT: Funds in the amount of $782,734.00 will be appropriated from the Liability and Employee Benefits-General Liability Fund balance, transferred to the IT Fund and appropriated here for this item’s expenditure. Funding Detail: Fund:Fund 5611 Organization/Activity:Liability and Employee Benefits-General Liability Fund Mission Element:244 Account:251850 Project # (CIP Only): N/A RECOMMENDATION: Staff recommends approval of this item as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Quote Page 1 of 2 Ordinance authorizing a four-month service agreement for the purchase of hardware, software, licensing, and professional services from Area Electronics Systems, Inc. dba DataON Storage for $782,734.00 for the datacenter remediation; appropriating $782,734.00 from the unreserved fund balance in the Liability and Employee Benefits – General Liability Fund transferring to the IT Fund; and amending the FY 2018-2019 Operating Budget adopted by Ordinance No. 031548 funded through the Liability and Employee Benefits – General Liability Fund. WHEREAS, remediation measures are needed to the City’s datacenter that has reached the end of its useful life; 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) in that the procurement is necessary to preserve or protect the public health or safety of the City’s residents; and WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a) (7) (A), as the items are available from only one source because of patents, copyrights, secret processes, or natural monopolies. 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 the funds in the amount of $782,734.00 are appropriated from the unreserved fund balance in the Liability and Employee Benefits – General Liability Fund No. 5611 and transferred to the IT Fund No. 5210. SECTION 3.Additionally, the FY 2018-2019 Operating Budget, adopted by Ordinance No. 031548, is amended by increasing expenditures $782,734.00 in the Liability and Employee Benefits – General Liability Fund No. 5611 and increasing both revenues and expenditures $782,734.00 in the IT Fund No. 5210. SECTION 4.The City Manager, or designee, is authorized to execute a service agreement for hardware, software, licensing and professional services for the City’s datacenter with Area Electronics Systems, Inc. dba DataOn. 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 this _____ day of ____________, 2019. ATTEST:CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form July 11, 2019 SERVICE AGREEMENT NO. 2502 Data Center Remediation THIS Data Center Remediation Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Area Electronics Systems, Inc. dba DataON Storage (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Data Center Remediation in response to Request for Bid/Proposal No. SS-2502 (“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 Data Center Remediation (“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 four months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods (“Option Period(s)”), provided, the parties do so by written amendment 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 $782,734, 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. Contractor shall invoice no more frequently than once per month. 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. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form July 11, 2019 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: Dan Shelton Information Technology Department Phone: 361-826-3705 Email: DanS@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. 7.Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form July 11, 2019 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 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. Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form July 11, 2019 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: Dan Shelton IT Network Supervisor 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3705 Fax: N/A IF TO CONTRACTOR: Area Electronics Systems, Inc. dba DataON Storage Attn: Howard Lo Title: Vice President, Sales and Marketing 1247 N. Lakeview Ave. Suite C Anaheim, CA 92807 Phone: 714-993-0300 Fax: 714-386-6125 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form July 11, 2019 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 comply with any of the terms 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.Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner’s manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form July 11, 2019 20. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 21. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 22.Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A.this Agreement (excluding attachments and exhibits); B.its attachments; C.the bid solicitation document including any addenda (Exhibit 1); then, D.the Contractor’s bid response (Exhibit 2). 23.Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of Interested Parties” as part of this Agreement if required by said statute. 24.Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. 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. ATTACHMENT A: SCOPE OF WORK Project Name: Data Center Remediation Project Address: 1201 Leopard Street, Corpus Christi Texas 78401 I. Scope of Work Summary A. The Contractor will provide support for both the primary and the co- location datacenter. The “Data Center Remediation Project” will be deployed with the proposed Microsoft Hyper-V virtualization platform, the Microsoft Software-Defined storage Azure Stack Hyper-Converged Infrastructure platform and the Veeam backup and disaster recovery platform. B. The Contractor will support the design, setup, configuration, testing, integration and deployment of the DataON Hardware based on the estimated time using proposed Microsoft Hyper-V virtualization platform, the Microsoft Software-Defined storage Azure Stack Hyper-Converged Infrastructure platform and the Veeam backup and disaster recovery platform to support both primary and Co-location datacenter. C. The City will be responsible for managing the primary datacenter and co- location upon the completion of the project including backup and DR processes. II. Scope of Work: The Contractor shall provide Service(s) and Deliverable(s) on a Fixed Price basis as outlined in the following Scope of Work (SOW): A. Work shall be performed at the Corpus Christi Police Department between the hours of 8:00 a.m. to 5:00 p.m. (Central Standard Time) unless access at other hours of the day or night are mutually agreed between Contact Administrator and Contractor. B. Contractor will be onsite for project planning, infrastructure setup, configuration, and other tasks as required for onsite coordination and execution. A remote infrastructure connection will be established and the DataON team will perform majority of the infrastructure integration and migration work with remote access. Total estimated time ~160 hours. The scope of infrastructure implementation includes: 1. Overview of the Stack 2. Converged Networking / vSwitches / VLANS / vAdapters / Teams 3. Guest Clustering --> Exchange / SQL / etc. / Shared VHDx 4. Virtual Machine Management - Creating a VM, Deleting a VM, File System, Moving a VM, Migrating a VM, Migrating VM Storage, Adding a VHD, Extending a VHD 5. Virtual Machine Management - Dynamic Memory, VHD Format, Online VHDX Resize, Virtual FCA, Virtual RSS, Virtual Live Cloning, Linux Support in Hyper-V, Linux Support in VMM, Virtual Machine Management - Generation 2 VM Support in Hyper-V, Generation 2 Support in VMM, Enhanced Session Mode, Automatic Virtual Machine Activation, Virtual Machine Mobility - Live Migration 6. Installation, and Base Configuration, and SQL 2019 SP 1 Install 7. Virtual Machine Mobility - Live Migration, Live Migration with Compression, Live Migration over SMB, Storage Live Migration, Shared Nothing Live Migration, Live Migration Upgrades 8. Networking, SET Switches, Virtual Adapters, Port Profiles, IP Pools for Storage Spaces Direct 9. Storage Spaces Direct - Key Benefits, Deployment Options, S2D Components, S2D Hardware Requirements, Fault Tolerance and Efficiency, S2D Cache, Caching Architecture 10. Deploying S2D - Install Core Windows Roles, Configure Data Center Bridging, Configuring the SET Switch with PowerShell, Configuring the SET Switch with SCVMM, Enable-ClusterS2D Options, Validation, Building Virtual Disks, Expanding Virtual Disks, Factor Reset of Storage Spaces Direct 11. Stress Testing Storage Spaces Direct with VMFleet 12. Building a Test lab with Big Demo PowerShell Script 13. Contractor shall supply and review Monitoring Hyper-V with Windows Admin Center 14. Migrating Virtual Machines from VMWare to Hyper-V 15. Best Practice for Patching S2D and Hyper-V 16. Educate VMM SQL Install; Configure SQL Server Service Accounts, Configure SQL Firewall Port Exceptions, Install Default Instance of SQL 2019 SP1, Download and Install SQL Server Management Studio, Configure SQL Server Memory Limits 17. Educate VMM Base Configuration; Create Run As Accounts, Configure Network Settings, Create Host Groups, Add Hyper-V Hosts 18. S2D Networking; Review S2D Node Config, Create MGMT, Cluster, Live Migration, Storage, External Networks (IP Pools and Logical Networks), Create Logical Switches, Deploy Networking Profiles to the Nodes 19. Failover Clustering; Build Failover Cluster Manually or with VMM Enable S2D 20. Configure Storage Integration; Review Storage Providers, Arrays, Classifications, Create Virtual Disks and CSV's 21. Configure Host Patch Management; 22. Review Operational Management; Host Restarts, Health Checking, Get-StorageJob, Get-VirtualDisk, Maintenance Mode 23. Documenting Storage Spaces Direct C. Contractor shall Migrate Servers to Azure Stack HCI -- after business hours (Estimated time ~82 hours to convert to Microsoft Hyper-V and migrate storage to Azure Stack HCI with assistance from customer.) D. Contractor shall Migrate Servers to Azure Stack HCI -- during business hours (Estimated time ~262 hours to convert to Microsoft Hyper-V and migrate storage to Azure Stack HCI with assistance from customer.) E. Contractor shall Plan for Business Continuity / Disaster Recovery (Estimated time ~90 hours to work with Corpus Christi to determine BCDR plan, parameters of site down, external network, external entry into every application, etc.) F. Contractor shall Implement Business Continuity / Disaster Recovery Plan (Estimated time ~120 hours to setup DR subnet, plan for name resolution, determine Veeam BCDR replication technology, establish connectivity to DR site, test connectivity reliability, etc.) G. Contractor shall Recreate Firewall / DMZ / VPN structure in BCDR Site (Estimated time ~30 hours. Discovery may reveal that firewall may be required at DR site.) Contractor will invoice: 1. When shipment of hardware to Client for hardware ordered has occurred. 2. Services provided will be billed upon completion of tasks to be performed as described in the section titled Deliverable Materials. Point of Contact: Dan Shelton @ 361.826.3705 Qty System Description Unit Price Extended HCI-224 All-NVMe Platform for Mission-Critical Workloads 4 DataON™ S2D-5224P9 HCI Ready Node Form factor: 2U Rack, 16.93" (W) x 27.95" (D) x 3.44" (H) Supports Dual Intel® Xeon Scalable™ Processor Series & (24) DDR4 DIMM (24)NVMe U.2 hot-swappable 2.5" Drive Bay PCIe Slot: (7) PCIe 3.0 x8 Ethernet Port: (2) built-in 10GbE RJ45 port; (1) Management Port I/O Controller: Intel® PCIe NVMe Switches Included * TPM 2.0 Kit included *1300W (1+1) Dual hot-swappable redundant power supplies * Intel® Remote Management Module 4 Lite *Intel 2U Premium Rail Kit & Cable Management Arm Node Configuration 8 Intel® Xeon® Scalable Gen.2 Gold 6248 2.5 GHz, 20-Core, 28MB Cache; Two CPU per Node 48 Samsung® 64GB DDR4 2933MHz ECC-Register LRDIMM; 768GB per Node 8 Mellanox® ConnectX-4 EN Dual Port QSFP28 40/56 GbE RDMA Card; Two Per Node 8 Mellanox® LinkX™ Passive Copper cable, ETH 40GbE, 40Gb/s, QSFP, 3M 8 Intel® S4510 480GB SATA M.2 2280 Boot SSD - Mirrored, Two Per Node DataON® MUST™ (Management Utility Software Tools) Included (Note: Microsoft Windows Server Datacenter License Not Included) All-Flash Storage Configuration - Flat-NVMe SSDs 32 Intel® DC P4510™ NVMe 4TB 2.5" SSD; Storage Tier Part# SSDPE2KX040T801; (8) Per Node; (1) Per Node Reserved for Fast-Rebuild Three-Way Mirror; 30% Efficiency; Total Usable Capacity ~33.6TB (After Format) 64 Slots (16 Per Node) Available For Expansion ATTACHMENT B: BID/PRICING SCHEDULE Qty System Description Unit Price Extended SMB3 RDMA/RoCEv2 Network Fabric 2 Mellanox® Spectrum™ based 40GbE, 1U Open Ethernet Switch with MLNX-OS, 32 QSFP28 ports, 2 Power Supplies (AC), standard depth, x86 CPU, Part # MSN2700-BS2F; P2C Airflow, Rail Kit, RoHS6 2 Mellanox® 5 Year Silver Support & Warranty Included Part # SUP-SN2000-5S 2 Mellanox® Passive Copper cable, 40Gb/s, QSFP+, 1M Part # MC2210130-001 Subtotal $192,847.50 HCI-212 Hybrid Platform for General-Purpose Workloads 5 DataON™ S2D-5212i HCI Ready Node Form factor: 2U Rack, 16.93" (W) x 27.95" (D) x 3.44" (H) Supports Dual Intel® Xeon Scalable™ Processor Series & (24) DDR4 DIMM (2) NVMe U.2 & (10) SAS/SATA hot-swappable 3.5" Drive Bay PCIe Slot: (7) PCIe 3.0 x8 Ethernet Port: (2) built-in 10GbE RJ45 port; (1) Management Port I/O Controller: Intel® SAS/SATA Storage Expander Included * TPM 2.0 Kit included * 1300W (1+1) Dual hot-swappable redundant power supplies * Intel® Remote Management Module 4 Lite * Intel 2U Premium Rail Kit & Cable Management Arm Node Configuration 10 Intel® Xeon® Scalable Gen.2 Gold 5218 2.3 GHz, 16-Core, 22MB Cache; Two CPU per Node 50 Samsung® 64GB DDR4 2933MHz ECC-Register LRDIMM; 640GB per Node 10 Mellanox® ConnectX-4 EN Dual Port QSFP28 40/56 GbE RDMA Card; Two Per Node 10 Mellanox® LinkX™ Passive Copper cable, ETH 40GbE, 40Gb/s, QSFP, 3M 10 Intel® S4510 480GB SATA M.2 2280 Boot SSD - Mirrored, Two Per Node DataON® MUST™ (Management Utility Software Tools) Included (Note: Microsoft Windows Server Datacenter License Not Included) Qty System Description Unit Price Extended Hybrid Storage Configuration - NVMe + SSD + HDD 10 Intel® DC P4610™ NVMe U.2 3.2TB 2.5" 3D NAND TLC SSD, Read/Write Cache Tier Part# SSDPE2KE032T801; (2) Per Node 10 Intel® D3-S4510™ 6G SATA 3.8TB 2.5" 3D NAND TLC SSD; Performance Tier Part# SSDSC2KB038T801; (2) Per Node 40 HGST Ultrastar® He12 12TB 3.5" 7200RPM 12G SAS Enterprise Nearline HDD; Capacity Tier Part# 0F29560; (8) Per Node, (1) Per Node for up to 4-Nodes Reserved for Fast-Rebuild Mirror-Accelerated Parity; 48% Efficiency; Total Usable Capacity ~226.7TB Fully-Populated; No Slots Available For Expansion Subtotal $144,547.50 HCI-212 Hybrid Platform for BCDR/Failover Workloads 4 DataON™ S2D-5212i HCI Ready Node Form factor: 2U Rack, 16.93" (W) x 27.95" (D) x 3.44" (H) Supports Dual Intel® Xeon Scalable™ Processor Series & (24) DDR4 DIMM (2) NVMe U.2 & (10) SAS/SATA hot-swappable 3.5" Drive Bay PCIe Slot: (7) PCIe 3.0 x8 Ethernet Port: (2) built-in 10GbE RJ45 port; (1) Management Port I/O Controller: Intel® SAS/SATA Storage Expander Included * TPM 2.0 Kit included * 1300W (1+1) Dual hot-swappable redundant power supplies * Intel® Remote Management Module 4 Lite * Intel 2U Premium Rail Kit & Cable Management Arm Node Configuration 8 Intel® Xeon® Scalable Gen.2 Gold 5218 2.3 GHz, 16-Core, 22MB Cache; Two CPU per Node 48 Samsung® 32GB DDR4 2933MHz ECC-Register RDIMM; 384GB per Node 8 Mellanox® ConnectX-4 EN Dual Port QSFP28 40/56 GbE RDMA Card; Two Per Node 8 Mellanox® LinkX™ Passive Copper cable, ETH 40GbE, 40Gb/s, QSFP, 3M 8 Intel® S4510 480GB SATA M.2 2280 Boot SSD - Mirrored, Two Per Node DataON® MUST™ (Management Utility Software Tools) Included (Note: Microsoft Windows Server Datacenter License Not Included) Qty System Description Unit Price Extended Hybrid Storage Configuration - NVMe + HDD 8 Intel® DC P4610™ NVMe U.2 3.2TB 2.5" 3D NAND TLC SSD, Read/Write Cache Tier Part# SSDPE2KE032T801; (2) Per Node 40 HGST Ultrastar® He12 12TB 3.5" 7200RPM 12G SAS Enterprise Nearline HDD; Capacity Tier Part# 0F29560; (10) Per Node, (1) Per Node Reserved for Fast-Rebuild Mirror-Accelerated Parity; 48% Efficiency; Total Usable Capacity ~205.7TB Fully-Populated; No Slots Available For Expansion SMB3 RDMA/RoCEv2 Network Fabric 2 Mellanox® Spectrum™ based 40GbE, 1U Open Ethernet Switch with MLNX-OS, 16 QSFP28 ports, 2 Power Supplies (AC), short depth, Rangeley CPU, Part # MSN2100-BB2F; P2C Airflow 2 Mellanox® 5 Year Silver Support & Warranty Included Part # SUP-SN2100-5S 1 Rack installation kit for SN2100 series short depth 1U switches Part # MTEF-KIT-D 2 Mellanox® Passive Copper cable, 40Gb/s, QSFP+, 1M Subtotal $131,092.50 Part # MC2210130-001 DCS-668 Backup Appliance for On-Premise/Colo Backups 2 DataON™ DCS-5208i Backup Appliance Form factor: 2U Rack, 16.93" (W) x 27.95" (D) x 3.44" (H) Supports Dual Intel® Xeon Scalable™ Processor Series & (24) DDR4 DIMM (8) NVMe U.2 hot-swappable 2.5" Drive Bay PCIe Slot: (7) PCIe 3.0 x8 Ethernet Port: (2) built-in 10GbE RJ45 port I/O Controller: Intel® PCIe NVMe Switches Included * TPM 2.0 Kit included * 1300W (1+1) Dual hot-swappable redundant power supplies * Intel® Remote Management Module 4 Lite * Intel 2U Premium Rail Kit & Cable Management Arm Qty System Description Unit Price Extended Node Configuration 4 Intel® Xeon® Scalable Gen.2 Silver 4208 2.1 GHz, 8-Core, 11MB Cache; Two CPU per Server 8 Samsung® 32GB DDR4 2933MHz ECC-Register RDIMM; 128GB per Server 2 Mellanox® ConnectX-4 Lx EN Dual Port SFP+ 25GbE RDMA Card; One Per Server 2 LSI® MegaRAID 9380-8e PCI-e 3.0 External 12G SAS Raid Controller 2 LSICVM02 CacheVault Kit For MegaRAID 4 2M 8644-to-8644 Mini-SAS HD Cable; 2 Per Server 4 Intel® S4510 480GB SATA M.2 2280 Boot SSD - Mirrored, Two Per Node 2 DataON DNS-4760 4U 60 x 3.5" 12G SAS JBOD Enclosure Platform: 4U 60-bay, 3.5" Rack-mount - 17.61"(W) x 6.89"(H) x 28.03"(D) (60) 3.5" SAS/SATA drive tray, Hot-swappable by Drop-down Installation Dual Hot-pluggable 12G SAS I/O Controller Module SAS Connector: (6) 12Gb/s Mini-SAS HD 8644 Connector Per Module Dual 1600W (1+1) 200-240V Redundant Power Supply, C13-C14 Power Cords Rackmount Slide Shelf Rail Kit Storage Configuration - Capacity Tier 84 HGST Ultrastar® He12 12TB 3.5" 7200RPM 12G SAS Enterprise Nearline HDD Part# 0F29560; (42) Per JBOD, (41) Engaged 1 Reserved for Hot Spare RAID6+0; Usable Capacity ~403.8TB Per Server 36 Slots (18 Per JBOD) Available For Expansion Subtotal $84,866.50 Hardware Total $553,354.00 DataON Deployment Services Hrs Est.Deployment Service Summary 40 Phase 1 - Just in Time Training $252.00 $10,080.00 80 Phase 2 - Networking & Production Build of S2D, Failover Clustering $252.00 $20,160.00 40 Phase 3 - Post Project Support $252.00 $10,080.00 Subtotal $40,320.00 Qty System Description Unit Price Extended DataON Professional Services Hrs Est.Migration/Implementation Services 82 Migrate Servers to Azure Stack HCI -- after business hours $265.00 $21,730.00 262 Migrate Servers to Azure Stack HCI -- during business hours $215.00 $56,330.00 90 Plan DR $215.00 $19,350.00 120 Implement DR plan $215.00 $25,800.00 30 Recreate Firewall/DMZ/VPN structure in DR site $215.00 $6,450.00 Subtotal $129,660.00 DataON Colocation for Business Continuity On-Premise Backup/DR for Gold, Silver & Bronze VMs 33 Veeam Availability Suite -- 1 year subscription for 330 VM's for DR $1,800.00 $59,400.00 AVAIL STE ENT+ 1YR SUB UPFRONT BILL 24/7 -- Perpetual license available but more expensive for 3 year agreement. Deal Reg in progress Subtotal $59,400.00 Grand Total $782,734.00 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR’S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City’s Risk Manager and Contract Administer one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate ERRORS & OMMISSIONS $1,000,000 Per Occurrence $1,000,000 Aggregate CYBER LIABILITY $1,000,000 Per Occurrence $1,000,000 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 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. 2019 Insurance Requirements Ins. Req. Exhibit 7- I - IT Contracts – Software Support, Configuration, Implementation and Maintenance - Hardware Installation 05/01/2019 Risk Management – Legal Dept. Bond Requirements: No bond requirements necessary for this Service Agreement; therefore, Section 5(B) is null for this Service Agreement. ATTACHMENT D: WARRANTY REQUIREMENTS The Contractor shall provide a Five Year Warranty on all hardware and services. The software warranty will be covered exclusively by the manufacturers' warranties as follows: Warranty on Microsoft Windows Server software will be covered by State of Texas’ Enterprise Agreement with Microsoft. https://www.microsoft.com/en-us/UseTerms/Retail/WindowsServer2016/ DatacenterAndStandard/ UseTerms_Retail_WindowsServer2016_DatacenterAndStandard_English.htm Warranty on Veeam is part of the 1 year subscription of Veeam software, The City of Corpus Christi will receive Veeam’s maintenance and support coterminous with the subscription. https://www.veeam.com/ eula.html" Project No: E16265 1 SR/LH Legistar No.: 19-0997 Rev. 3 – 8/12/2019 AGENDA MEMORANDUM Action Item for the City Council Meeting of August 20, 2019 DATE:August 12, 2019 TO:Peter Zanoni, City Manager THRU:Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 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 Department dang@cctexas.com (361) 826-1718 CAPTION: Motion approving Amendment No. 6 to a Contract with HDR Engineering, Inc., in the amount of $121,600 for a total restated fee of $842,934 to provide for the development and submission of a permit application to the Texas Commission on Environmental Quality (TCEQ) for the Corpus Christi Aquifer Storage Recovery Feasibility Study with funding available in the Raw Water Supply Development Charge Fund. This amendment will only develop the necessary requirements to submit an administratively completed permit application that once approved, can lead to drilling of an Aquifer Storage and Recovery (ASR) test well. PURPOSE: This amendment provides for preparation and submission of the Experimental Permit Application to Texas Commission on Environmental Quality (TCEQ) for the ASR feasibility project, that could lead to the next phase of drilling a test well. BACKGROUND AND FINDINGS: Aquifer storage and recovery is an alternative water supply strategy that stores water in a suitable aquifer during times when water is plentiful and recovers water from the same aquifer during times when it is needed such as a drought. The injection and extraction are often done by means of a well. The ASR initiative is included in the City’s Capital Improvement Program and receives partial funding from a grant in the amount of up to $433,388 received from the Texas Water Development Board (TWDB) to sustain a long-term cost-effective water supply for the City and Coastal Bend. This is a Professional Services Contract Amendment Corpus Christi Aquifer Storage and Recovery Feasibility Study (Raw Water Supply Development Charge) Project No: E16265 2 SR/LH Legistar No.: 19-0997 Rev. 3 – 8/12/2019 type of grant that does not need to be repaid. On July 26, 2016, City Council approved Ordinance No. 030621 amending the FY 2016 CIP budget, accepting the TWDB grant, appropriating money from the Raw Water supply Development Fund and authorizing the City Manager and designee to execute a Professional Services Contract with HDR Engineering Inc. of Austin, Texas in the amount of $601,980. The key project tasks that have been completed, to date: •Exploratory testing program to test the aquifer conditions and gather water quality data, •Geochemical analysis to evaluate water compatibility of storing Greenwood Wastewater Treatment Plant (WWTP) treated effluent in the Gulf Coast aquifer, •Development of a groundwater model to simulate potential ASR operations, and •ASR regulatory and policy considerations to protect ASR stored water for later recovery for use by the City’s industrial customers Since the start of the project the City has administratively approved five (5) amendments as summarized below: •Amendment No. 1 - $0 amendment to change language in contract per TWDB requirements •Amendment No. 2 - $24,820 for additional scope related to the drilling and exploratory work •Amendment No. 3 - $19,964 for additional scope related to the drilling and exploratory work •Amendment No. 4 - $26,070 for additional scope related to the drilling and exploratory work •Amendment No. 5 - $48,500for additional scope related to Ground water model and revisions to the groundwater management plan This amendment provides for preparation and submission of a TCEQ Experimental Permit application for a pilot test well for ASR near the Greenwood WWTP prior to full implementation of a larger 10-15 ASR well system. Based on the study recently completed, the most favorable area for full implementation of a larger well system is in the vicinity of the Corpus Christi International Airport. This will advance the ASR project towards project implementation and is consistent with the work identified in the Aquifer Storage and Recovery District’s 5-year plan. ALTERNATIVES: 1.Authorize execution of the Amendment. (Recommended) 2.Do not authorize execution of the Amendment. (Not Recommended) OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Complies with statutory requirements for professional services contracts. Conforms to FY 2019 Capital Improvement Planning (CIP) Budget. HDR was selected for this study through Request for Qualifications (RFQ) No. 2016-01. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Project No: E16265 3 SR/LH Legistar No.: 19-0997 Rev. 3 – 8/12/2019 Water Utilities Department FINANCIAL IMPACT: □Operating □ Revenue X Capital/Grant □ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures Current Year Future Years TOTALS Budget 2,051,228 2,051,228 Encumbered / Expended Amount 1,581,616 1,581,616 This item 121,600 121,600 Future Anticipated Expenditures This Project 17,686 17,686 BALANCE 469,612 330,326 330,326 Fund(s): CIP Sequence WS #09 Fund: Raw Water Supply Development Charge CIP (Fund 4481) Project: E16265 Activity: E16265-01-4481-EXP Account: 550950 RECOMMENDATION: City Staff recommends approval of Amendment No. 6. LIST OF SUPPORTING DOCUMENTS: Location Map Presentation Amendment No. 6 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Project Number: E16265 VICINITY MAP NOT TO SCALE Council Presentation August 20, 2019 Corpus Christi Aquifer Storage and Recovery (ASR) Feasibility Study 1 2 ASR Fundamentals 3 Study Background •ASR is a long-term water supply strategy; •CCASRCD (District) established to manage and protect local groundwater; •The City resources the District with administrative and financial support; •Previous Action- •HDR Engineering awarded on July 2016 to preform study •Ordinance No. 030621 approved cost sharing participation with TWDB grant award of $433,388 •During the exploratory testing program, the plan was modified and saved in drilling costs •Due to savings, TWDB offered additional tasks to be reimbursable District Service Area 4 5 Study Opportunity This ASR additional task study includes: •Setting experimental well (pilot) site near Greenwood WWTP •Identify nearby wells, compile water quality records and identify nearby potential sources of contamination •Coordination with TCEQ for plan adoption and permitting •Prepare cycle testing plan and treatment for piloting well •Prepare and submit permit to TCEQ 6 Study Location 7 Study Schedule Project Estimate: 140 Calendar Days = 5 months Projected Schedule reflects City Council award in August 2019with permit delivered to the TCEQ in January 2020. 2020 AUG SEP OCT NOV DEC JAN Study and Permit Submittal 2019 Discussion 8 K:\ENGINEERING DATAEXCHANGE\CLARISSAJ\WATER\E16265 - CORPUS CHRISTI AQUIFER STORAGE AND RECOVERY FEASIBILITY STUDY\HDR AMENDMENT NO. 6\AMENDMENT NO. 6.DOC CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES AMENDMENT NO. 6 The City of Corpus Christi, Texas, a Texas home-rule municipal corporation (“City”) and HDR Engineering, Inc. (“Consultant”), agree to the following amendments to the Contract for Professional Services for Corpus Christi Aquifer Storage and Recovery Feasibility Study (Project No. E16265): Original Contract July 26, 2016 Ordinance No. 030902 $601,980.00 Amendment No. 1 September 8, 2016 Administrative Approval 0.00 Amendment No. 2 May 12, 2017 Administrative Approval $24,820.00 Amendment No. 3 May 4, 2018 Administrative Approval $19,964.00 Amendment No. 4 October 19, 2018 Administrative Approval $26,070.00 Amendment No. 5 January 11, 2019 Administrative Approval $48,500.00 In the Original Contract, Exhibit A, Scope shall be amended as set forth in the attached Amendment No.6, Exhibit A. In the Original Contract, Exhibit A, Fees shall be amended based on the modified scope of services in the attached Amendment No. 6, Exhibit A for a fee not to exceed $121,600.00, for a total restated fee not to exceed $842,934.00. All other terms and conditions of the July 26, 2016 Contract for Professional Services between the City and Consultant, and of any amendments to that contract, which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI _____________________________________ Jeff H. Edmonds, P.E. Date Director of Engineering Services HDR ENGINEERING, INC. ____________________________________ Shay Ralls Roalson Date Vice President 4401 West Gate Boulevard, Suite 400 Austin, Texas 78745 (512) 912-5100 Office kristi.shaw@hdrinc.com APPROVED AS TO LEGAL FORM _____________________________________ Assistant City Attorney Date ATTEST _____________________________________ City Secretary Date Accounting Unit 4481-061 Account 550950 Activity E16265-01-4481-EXP Account Category 50950 Fund Name RWSpplyDvChgCIP hdrinc.com 4401 West Gate Blvd., Suite 400, Austin, TX 78745 T 512.912.5100 F 512.912.5158 Texas Registered Engineering Firm F-754 May 8, 2019 Mr. Alex Barabanov, P.E. Engineering Services City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 RE: Amendment No. 6 to Professional Services Agreement for Corpus Christi Aquifer Storage and Recovery Feasibility Study (Project No. E16265) Dear Mr. Barabanov: In August 2016, HDR Engineering, Inc (HDR) entered into an agreement with the City of Corpus Christi to provide Professional Services for the Corpus Christi Aquifer Storage and Recovery (ASR) Feasibility Study. Project funding was authorized and allocated by City Council on July 26, 2016, to include HDR’s professional services, well drilling and construction services, and provisions for additional requested services and contingencies beyond those identified in the original scope, not to exceed the City’s total appropriation1. HDR’s original contract and amendment amounts are shown in Attachment 1. The additional services requested by City Staff and approved by the Corpus Christi Aquifer Storage and Recovery Conservation District at its meeting March 7, 2019 are as follows: •Preparation and Submittal of TCEQ Experimental Permit Application Attached for your consideration is Amendment No. 6, for new work activities identified above. Please prepare an amendment to the subject contract for $121,600. This contract does not require any additional funding beyond those authorized and appropriated by City Council on July 26, 2016 for Project No. E16265. Should you need additional information, please contact me at 512-912-5118 at your convenience. Sincerely, Kristine S. Shaw, P.E. Project Manager HDR Engineering, Inc. 1 Approved by City Council on July 26, 2016 by Ordinance No. 030902, which included but is not limited to acceptance of TWDB grant in amount up to $433,388 and appropriating funding from the Raw Water Supply Development Fund No. 4041 to combine with previously assigned Water Supply Operating Fund for a total project budget of $1,857,708 which included contingency for additional efforts that may arise during the three-year study. EXHIBIT A Page 1 of 5 Attachment 1 Basic Services:Contract Amd No. 1 Amd No. 2 Amd No. 3 Amd No. 4 Amd No. 5 Amd No. 6 Total Contract Task 1- Formulate Program $44,286 $0 $0 $44,286 Task 2- Exploratory Test Drilling Program $276,055 0 $24,820 $19,964 $22,011 $342,850 Task 3- Geochemical Analysis $65,906 0 $0 $4,059 $69,965 Task 4- Field Scale Groundwater Model $116,753 0 $0 $23,800 $140,553 Task 5- ASR Operating Policies $29,553 0 $0 $24,700 $54,253 Task 6- TWDB Coord, Deliv & Meeting $69,427 0 $0 $69,427 Task 7- TCEQ Experimental Permit Application $121,600 $121,600 Subtotal Basic Services $601,980 $0 $24,820 $19,964 $26,070 $48,500 $121,600 $842,934 Additional Services: Subtotal Additional Services $0 $0 $0 $0 $0 $0 $0 Summary of Fees Basic Services Fees $601,980 $0 $24,820 $19,964 $26,070 $48,500 $842,934 Additional Services Fees 0 0 0 0 0 0 0 Total of Fees $601,980 $0 $24,820 $19,964 $26,070 $48,500 $842,934 Corpus Christi Aquifer Storage and Recovery Feasibility Project City Project No. E16265 EXHIBIT A Page 2 of 5 Attachment 2 Amendment No. 6 Scope of Services E16265- Corpus Christi ASR Feasibility Study HDR Engineering May 13, 2019 HDR Engineering was hired by the City of Corpus Christi (City) on behalf of the Corpus Christi Aquifer Storage and Recovery Conservation District (CCASRCD) in August 2016 to conduct a three-year study to evaluate ASR Feasibility. The TWDB provided grant funding of up to $433,388 for the project, which was approved by City Council on July 26, 2016. During the exploratory testing program, the City and District were able to save nearly $400,000 in drilling costs based on a two-phased approach that focused testing of intervals most desirable for ASR, which occurred above 800 feet instead of a maximum of 1200 feet as previously identified from limited geologic data in the area. Due to this cost savings, the TWDB contacted the District in October 2018 with notification that additional tasks up to the total of $433,388 could be eligible for reimbursement for work relevant to tasks identified in the original scope of services, if so desired. In response, District and City Staff asked HDR to prepare a scope of services outlining additional tasks that would advance the project closer towards implementation. Based on previous discussions with TWDB, this additional task is eligible for reimbursement according to TWDB- District contract. • Task 7- TCEQ Experimental Permit Application o HDR will identify a suitable ASR pilot site near existing infrastructure. The experimental well (pilot) test site will likely be located at the Greenwood WWTP assuming no existing WWTP infrastructure has been installed at or near the potential ASR well field areas near and east of the Corpus Christi International Airport. To facilitate this effort, the City will supply Greenwood WWTP ownership boundaries and as-built plans, including yard piping, and proposed future improvement plans in progress. HDR will identify nearby wells, compile water quality records, and identify nearby potential sources of contamination (i.e. landfills). HDR will conduct one site visit to the WWTP site for one (1) HDR staff to confirm treatment process and existing infrastructure. o Using the information above and results from the CCASR Feasibility Study (Tasks 1-6), HDR will prepare a pilot/cycle testing plan, including additional treatment for piloting to address turbidity, nutrients, pathogens, organics, and other parameters of interest and monitoring well needs. o HDR will meet with TCEQ to discuss and adapt plan and proposed permitting approach. o HDR will summarize the TCEQ Experimental Permit Application process in the CCASR Feasibility Study Final Report due to the TWDB by August 31, 2019 pursuant to TWDB Contract No. 1600011956. EXHIBIT A Page 3 of 5 o HDR will prepare an experimental well design for permit application. o HDR will complete a TCEQ experimental permit application based on CCASR Feasibility Study findings. HDR will submit a draft version to the City/District for comment. Upon delivery of draft permit, HDR will meet with City and District Staff or host a conference call to review results and receive feedback. HDR will consider and respond to City Staff comments and submit a complete TCEQ experimental permit application to the City/District for filing with the TCEQ. HDR will coordinate and meet with TCEQ up to two times and assist with negotiating the TCEQ experimental permit. This effort assumes no public hearing. It is anticipated that the effort included in this proposal is sufficient to gain TCEQ approval. However, since this project is unique (i.e. treated effluent in brackish storage zone that shows limited/no current use within CCASRCD jurisdiction) with no TCEQ precedence, cost is difficult to predict and will be based on time and materials, not to exceed amount. Any additional efforts beyond scope will be discussed with City prior to commencing work. This task will be the final work product in the series of tasks under Contract E16265 associated with CCASR Feasibility Study, in accordance with the District’s 5-year plan. Schedule Project Duration- These tasks will be completed in tandem with on-going work pursuant to Contract E16265 project tasks. Estimated costs presented herein assume all tasks will be completed 20 weeks after receiving Notice to Proceed, or as updated based on follow-up conversations with City and HDR on agreed upon schedule. Weeks (after receipt of NTP) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Identify pilot ASR site. Gather WWTP as-built information. Prepare brief pilot/cycle testing plan, including any treatment needed for piloting. Meet with TCEQ to discuss approach Summarize work in Draft and Final CCASR Feasibility Report Prepare Experimental Well design Complete exp. permit application; attend 2 meetings with TCEQ (assumes no public hearing) EXHIBIT A Page 4 of 5 Fee The fee structure is based on the original executed contract by Ordinance No. 030902, signed August 1, 2016, which specifies the following: Fees invoiced will be computed by multiplying payroll costs by a multiplier of 2.2, plus direct expenses (travel, printing, etc). Payroll costs include customary and statutory benefits (Fringe costs) equal to 50.46% of salary costs, updated to reflect changes in overall compensation procedures and practices and any changes imposed by federal or state laws. Identify pilot ASR site. Gather WWTP as-built information. $8,800 Prepare brief pilot/cycle testing plan, including any treatment needed for piloting. $30,400 Meet with TCEQ to discuss approach, assumes concurrent with current work $0 Prepare Experimental Well design $26,500 Complete exp. permit application; attend 2 meetings with TCEQ (assumes no public hearing) $51,000 Summarize work in Draft and Final CCASR Feasibility Report $4,900 Task 7- TCEQ Experimental Permit Application $121,600 The total amount for E16265- Corpus Christi ASR Feasibility Study with this amendment is $842,934. The Consultant shall not exceed authorized amount without explicit written authorization from the City A/E Contract Administrator (Engineering Services). EXHIBIT A Page 5 of 5 Sample form for: Payment Request AE Contract Revised 02/01/17 COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services:Contract Amd No. 1 Amd No. 2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O & M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD TBD TBD TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5% Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 $9,997.00 23.1% Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M).Exhibit BPage 1 of 1 Exhibit B-1 Confidential Rate Sheet Page 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SHEET Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPALS: The Consultant must provide documentation with each payment request that clearly indicates how a Principal’s time is allocated and the justification for that allocation. PRINCIPAL(S): HOURLY RATE ($/hr) TX REGISTRATION #: Project Consultant: CAD Technician: Clerical: Other – specify: SUBCONSULTANT(S): (firm) Principal(s): Project Consultant: CAD Technician: Clerical Other – specify: Add additional subconsultants as needed. 1 Rev 04/17 Exhibit C Page 1 of 2 EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting 2 Rev 04/17 Exhibit C Page 2 of 2 from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder; 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor’s performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. EXHIBIT “D” Page 1 of 2 SUPPLIER NUMBER __________ TO BE ASSIGNED BY CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with “NA”. See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: P. O. BOX: STREET ADDRESS: CITY: ZIP: FIRM IS: 1. Corporation 2.Partnership 3.Sole Owner4.Association 5.Other____________________________________ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1.State the names of each “employee” of the City of Corpus Christi having an “ownership interest”constituting 3% or more of the ownership in the above named “firm.” Name Job Title and City Department (if known)N/A 2.State the names of each “official” of the City of Corpus Christi having an “ownership interest”constituting 3% or more of the ownership in the above named “firm.” Name TitleN/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 CommitteeN/A 4.State the names of each employee or officer of a “consultant” for the City of Corpus Christi whoworked 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 ConsultantN/A EXHIBIT “D” Page 2 of 2 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying 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. Project No.: 19010A 1 SG/CJ Legistar No.: 19-1084 Rev. 3 – 8/12/2019 AGENDA MEMORANDUM Action Item for the City Council Meeting of August 20, 2019 DATE:August 12, 2019 TO:Peter Zanoni, City Manager THRU:Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 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) 826-1817 CAPTION: Resolution rejecting the apparent low bid of Abel’s Paving & Construction as non-responsive and authorizing the City Manager to award an Indefinite Delivery/Indefinite Quantity (IDIQ) construction contract to CPC Interests, LLC d/b/a Clark Pipeline Services, LLP as the lowest responsive bidder, in an amount not to exceed $1,800,000 for the Water Line Replacement IDIQ Program for one year with two (2) optional one-year administrative renewals for a total contract price of $5,400,000 with current funding available from the Water Capital Improvement Program. This contract begins upon the issuance of Notice to Proceed. PURPOSE: To approve the award of the Water IDIQ construction contract to implement various water line improvements for small diameter pipelines citywide. BACKGROUND AND FINDINGS: This project is part of the strategic lifecycle program to address aging infrastructure of the water distribution system (1,368 miles). The program is flexible and provides a systematic approach to replace and extend the life of aging waterlines while enhancing water quality. Additional benefits will include increased distribution reliability with reduced service outages and reduced operational costs. This is the first small diameter pipe IDIQ replacement project. The City has used numerous IDIQ replacement projects for large diameter pipe. Both of these projects were developed to compliment the capabilities of in-house crews to sustain reliable water distribution. The water line Construction Contract Water Line Replacement Program (Capital Improvement Program) Project No.: 19010A 2 SG/CJ Legistar No.: 19-1084 Rev. 3 – 8/12/2019 lifecycle replacement program will be comprised of in-house crews supplemented with two water line IDIQ projects; one for large diameter lines up to 18-inches, and one for small diameter lines from 4-inches to 8-inches. The overall program identifies, prioritizes, and implements specific capital improvement projects to extend the service life with improved capacity and water quality, and to reduce long-term maintenance costs. The IDIQ provides for real time engineering solutions and early contractor involvement to minimize cost and change orders. The project site is walked by City staff, engineering consultant, and contractor to determine the best solution. Contractor’s bid prices are then used to develop the most cost-effective solutions for a variety of improvements for small diameter pipes. The project was planned, programmed and advertised with a fixed price construction contract up to the amount of $1,800,000 annually with a one-year base period and two (2) one-year renewal options for a total of up to three years. The contractor is not guaranteed a minimum or maximum amount. The contractor must successfully provide quality and timely construction as required by the DO’s. Renewal years will be administratively authorized by the City Manager, or designee, subject to availability of funds and satisfactory performance. This project provides for small diameter water line improvements primarily for replacement of galvanized waterlines within the City’s water distribution system with new Polyvinyl Chloride pipe (PVC). Multiple Delivery Orders will be issued with a detailed scope with site drawings, quantities and schedules. The Delivery Orders may include a full range of repair and replacement methodologies including open trenching, pipe bursting, horizontal drilling with new valves, fittings, fire hydrants, etc. and surface restoration of sidewalks, roadways, and landscaping. On June 26, 2019 the City received proposals from three (3) bidders. A summary of bids is provided below. BID SUMMARY CONTRACTOR BASE BID CPC Interests, LLC dba Clark Pipeline Services, LLP Corpus Christi, Texas $1,695,837.60 Bridges Specialties, Inc. Robstown, Texas $1,838,225.00 Abel’s Paving & Construction, Inc. Corpus Christi, Texas $1,655,295.90 Engineer’s Opinion of Probable Cost $1,800,000.00 The City analyzed all three proposals submitted in accordance with contract documents and determined lowest responsive bidder was Clark Pipeline Services. Abel’s Paving was determined as non-responsive with the failure to demonstrate sufficient experience and capacity to perform the work as required by the contract documents. Each contractor was required to submit five (5) similar/relevant projects within the last five years to be considered for award. City staff and the design engineer requested this information and met with Abel’s Paving to discuss compliance with the requirement. It was concluded that currently, the firm has no such relevant projects. Clark Pipeline Services submitted the five successfully completed and relevant projects within the last five years as required. ALTERNATIVES: The small diameter pipeline replacement must be by City in-house crews or the large diameter IDIQ project. Using in-house crews requires redirecting crews away from critical water repair Project No.: 19010A 3 SG/CJ Legistar No.: 19-1084 Rev. 3 – 8/12/2019 activities and may result in significant backlog of work. Using the large diameter IDIQ is not as cost effective and may delay more critical replacement of major distribution and transmission lines. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Complies with statutory requirements for construction contract procurement. Conforms to FY 2019 Capital Improvement Planning (CIP) Budget. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Water Utilities Department FINANCIAL IMPACT: □Operating □ Revenue X Capital □ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 6,000,000 12,000,000 18,000,000 Encumbered / Expended Amount 49,360 148,080 197,440 This item 1,800,000 3,600,000 5,400,000 Future Anticipated Expenditures This Project 190,000 570,000 760,000 BALANCE 3,960,640 7,681,920 11,642,560 Water CIP Sequence No. 14 Fund: Water Cap Resv Fund 4480 Project: 19010A Account: 550910 Activity: 19010-A-4480-EXP RECOMMENDATION: Staff and Urban Engineering recommend awarding the construction contract to Clark Pipeline Services, LLP. in the amount of $1,800,000 annually for total contract value of $5,400,000. LIST OF SUPPORTING DOCUMENTS: Location Map Presentation Letter of Recommendation Bid Tab Page 1 of 2 Resolution rejecting the apparent low bid of Abel’s Paving & Construction as non-responsive and authorizing the City Manager to award an Indefinite Delivery/Indefinite Quantity (IDIQ) construction contract to CPC Interests, LLC d/b/a Clark Pipeline Services, LLP as the lowest responsive bidder in an amount not to exceed $1,800,000 for the Water Line Replacement IDIQ Program for one year with two (2) optional one-year administrative renewals for a total contract price of $5,400,000 with current funding available from the Water Capital Improvement Program. This contract begins upon the issuance of Notice to Proceed. WHEREAS, three bids were received on June 26, 2019 for the City’s Water Line Replacement IDIQ Program, Project No. 19010A; and WHEREAS, the bid submitted by Abel’s Paving & Construction (“Abel’s”) was the apparent low bid in the amount of $1,655,295.90, however the bid was deemed non- responsive by the City Engineer because Abel’s failed to submit documentation which showed that Abel’s had completed at least five (5) similar water line replacement projects of equal size or magnitude within the last five (5) years as required by the Project Bid Documents; and WHEREAS, the second low bid submitted by CPC Interests, LLC dba Clark Pipeline Services, LLP in the amount of $1,695,837.60 included the requisite documentation showing that Clark Pipeline Services had completed five (5) similar water line projects of equal or greater size and magnitude in the last five years; and WHEREAS, the City Council hereby finds that the bid submitted by CPC Interests, LLC dba Clark Pipeline Services is the lowest responsive bid submitted for the City’s Water Line Replacement IDIQ Program, Project No. 19010A. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The bid of Abel’s Paving & Construction for the City’s Water Line Replacement IDIQ Program, Project No. 19010A is rejected as non-responsive due to failure of Abel’s Paving & Construction to identify at least five (5) completed water line replacement projects of similar size and magnitude in the last five (5) years as required by the Bid Documents. SECTION 2. The City Manager or his designee is authorized to execute a contract with CPC Interests, LLC dba Clark Pipeline Services in an amount not to exceed $1,800,000.00 per year for the City’s Water Line Replacement IDIQ Program, Project No. 19010A, which includes two additional one-year renewal options. Page 2 of 2 ATTEST: THE CITY OF CORPUS CHRISTI ____________________________________________________________ Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas _________ of ___________________, 2019 The above resolution was passed by the following vote: Joe McComb ______________ Roland Barrera ______________ Rudy Garza Jr.______________ Paulette Guajardo ______________ Gil Hernandez ______________ Michael Hunter ______________ Ben Molina ______________ Everett Roy ______________ Greg Smith ______________ 37 37 181 77 N CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Water Line Replacement Program Project Number: 19010A CITY COUNCIL EXHIBIT LOCATION MAP NOT TO SCALE CITYWIDE PROJECT Council Presentation August 20, 2019 Water Line Replacement Program 1 2 Project Location 3 Project Scope Water IDIQ construction contract to implement various water line improvements for small diameter pipelines citywide that includes: •New waterlines by open trenching, pipe bursting, boring, horizontal directional drilling boring •New fire hydrants, valves, fittings •Surface restoration of roadways, sidewalks, and other miscellaneous improvements 4 Project Schedule Project Estimate: 36 Months Projected Schedule reflects City Council award in August 2019with anticipated completion in September 2020 for the baseyear contract. There are two one-year extensions based onsatisfactory performance and available funds. J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J 2022 Engineering Services Construction 2019 2020 2021 DEPARTMENT OF ENGINEERING - CITY OF COPURS CHRISTI, TEXAS Urban Engineering DATE BID: June 27, 2019 Completion : 365 Days ENGINEER'S ESTIMATE: 1,800, 000 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT A1 LS 1 75,013.45$ 75,013.45$ 82,600.00$ 82,600.00$ 80,000.00$ 80,000.00$ A2 LS 1 75,013.45$ 75,013.45$ 31,860.00$ 31,860.00$ 45,000.00$ 45,000.00$ A3 DAY 1 5,000.00$ 5,000.00$ 236.00$ 236.00$ 1,600.00$ 1,600.00$ 155,026.90$ 114,696.00$ 126,600.00$ B1 LF 100 20.00$ 2,000.00$ 14.16$ 1,416.00$ 14.00$ 1,400.00$ B2 LF 100 34.00$ 3,400.00$ 17.70$ 1,770.00$ 16.00$ 1,600.00$ B3 LF 50 36.00$ 1,800.00$ 31.86$ 1,593.00$ 30.00$ 1,500.00$ B4 LF 50 40.00$ 2,000.00$ 33.04$ 1,652.00$ 32.00$ 1,600.00$ B5 LF 50 45.00$ 2,250.00$ 29.50$ 1,475.00$ 28.00$ 1,400.00$ B6 LF 50 50.00$ 2,500.00$ 31.86$ 1,593.00$ 30.00$ 1,500.00$ B7 LF 50 60.00$ 3,000.00$ 33.04$ 1,652.00$ 32.00$ 1,600.00$ B8 LF 50 65.00$ 3,250.00$ 34.40$ 1,720.00$ 35.00$ 1,750.00$ B9 LF 10 10.00$ 100.00$ 39.33$ 393.30$ 20.00$ 200.00$ DESCRIPTION PART A - GENERAL Mobilization (Maximum 5%) Bonds and Insurance PART B - WATERLINE IMPROVEMENTS Ozone Advisory Day Remove and Dispose of 2" Diam. ACP Waterline (Up to 6-ft of Cover) Remove and Dispose of 4" Diam. ACP Waterline (Up to 6-ft of Cover) Remove and Dispose of 6" Diam. ACP Waterline (Up to 6-ft of Cover) Remove and Dispose of 8" Diam. ACP Waterline (Up to 6-ft of Cover) Remove and Dispose of 2" Diam. CIP and DIP Waterline (Up to 6-ft of Cover) Remove and Dispose of 4" Diam. CIP and DIP Waterline (Up to 6-ft of Cover) Extra Depth for Waterline Removals for Each Vertical Foot Over 6-ft of Cover, Added Linearly Along the Trench (All Pipe Sizes) Remove and Dispose of 6" Diam. CIP and DIP Waterline (Up to 6-ft of Cover) Remove and Dispose of 8" Diam. CIP and DIP Waterline (Up to 6-ft of Cover) TABULATED BY: J. Douglas McMullan, P. E. SUBTOTAL PART A - GENERAL (Items A1 thru A3) TABULATION OF BIDS Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 Page 1 of 11 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNTDESCRIPTION Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 B10 EA 5 3,400.00$ 17,000.00$ 6,709.48$ 33,547.40$ 5,500.00$ 27,500.00$ B11 EA 5 3,500.00$ 17,500.00$ 6,497.08$ 32,485.40$ 5,900.00$ 29,500.00$ B12 EA 5 3,600.00$ 18,000.00$ 7,226.32$ 36,131.60$ 7,000.00$ 35,000.00$ B13 EA 5 2,500.00$ 12,500.00$ 1,438.42$ 7,192.10$ 100.00$ 500.00$ B14 LF 400 13.96$ 5,584.00$ 31.86$ 12,744.00$ 30.00$ 12,000.00$ B15 LF 400 16.00$ 6,400.00$ 42.09$ 16,836.00$ 35.00$ 14,000.00$ B16 LF 400 22.00$ 8,800.00$ 52.81$ 21,124.00$ 48.00$ 19,200.00$ B17 LF 100 8.50$ 850.00$ 21.63$ 2,163.00$ 10.00$ 1,000.00$ B18 LF 100 225.00$ 22,500.00$ 81.42$ 8,142.00$ 150.00$ 15,000.00$ B19 LF 100 245.00$ 24,500.00$ 125.08$ 12,508.00$ 170.00$ 17,000.00$ B20 LF 100 265.00$ 26,500.00$ 177.00$ 17,700.00$ 220.00$ 22,000.00$ B21 LF 10 60.00$ 600.00$ 39.33$ 393.30$ 100.00$ 1,000.00$ B22 LF 200 100.00$ 20,000.00$ 59.00$ 11,800.00$ $ 70.00 14,000.00$ B23 LF 200 130.00$ 26,000.00$ 68.44$ 13,688.00$ $ 95.00 19,000.00$ Extra Depth for Waterline Installation for Each Vertical Foot Over 6-ft Cover, Added Linearly Along the Trench (All Pipe Sizes) Furnish and Install 6" Diam. C900 DR18 PVC Waterline (Up to 6-ft of Cover) by Auger Boring Furnish and Install 8" Diam. C900 DR18 PVC Waterline (Up to 6-ft of Cover) by Auger Boring Furnish and Install 4" Diam. C900 DR18 PVC Waterline (Up to 6-ft of Cover) Furnish and Install 4" Diam. C900 DR18 PVC Waterline (Up to 6-ft of Cover) by Auger Boring Furnish and Install 4" Diam. C900 DR18 Fusible PVC Waterline (Up to 6- ft of Cover) by Pipe Bursting Furnish and Install 6" Diam. C900 DR18 PVC Waterline (Up to 6-ft of Cover) Furnish and Install 6" Diam. C900 DR18 Fusible PVC Waterline (Up to 6- ft of Cover) by Pipe Bursting Extra Depth for Waterline Installation by Auger Boring for Each Vertical Foot Over 6-ft Cover, Added Linearly Along the Trench (All Pipe Sizes) Furnish and Install 8" Diam. C900 DR18 PVC Waterline (Up to 6-ft of Cover) Furnish and Install 4" Diam. DIP Waterline Adjustment (up to 6-ft of Cover and 60-ft in Length) Furnish and Install 6" Diam. DIP Waterline Adjustment (up to 6-ft of Cover and 60-ft in Length) Furnish and Install 8" Diam. DIP Waterline Adjustment (up to 6-ft of Cover and 60-ft in Length) Extra Depth for Waterline Adjustments For Each Vertical Foot Over 6- ft Cover, Added to Each Adjustment (All Pipe Sizes) Page 2 of 11 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNTDESCRIPTION Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 B24 LF 200 160.00$ 32,000.00$ 82.60$ 16,520.00$ $ 130.00 26,000.00$ B25 LF 10 50.00$ 500.00$ 21.63$ 216.30$ 100.00$ 1,000.00$ B26 LF 200 90.00$ 18,000.00$ 47.20$ 9,440.00$ $ 50.00 10,000.00$ B27 LF 200 100.00$ 20,000.00$ 53.10$ 10,620.00$ $ 65.00 13,000.00$ B28 EA 50 600.00$ 30,000.00$ 442.50$ 22,125.00$ 500.00$ 25,000.00$ B29 EA 10 1,800.00$ 18,000.00$ 1,593.00$ 15,930.00$ 5,000.00$ 50,000.00$ B30 LF 200 110.00$ 22,000.00$ 67.26$ 13,452.00$ 80.00$ 16,000.00$ B31 LF 200 118.00$ 23,600.00$ 76.70$ 15,340.00$ 100.00$ 20,000.00$ B32 LF 200 130.00$ 26,000.00$ 94.40$ 18,880.00$ 130.00$ 26,000.00$ B33 LF 10 60.00$ 600.00$ 39.33$ 393.30$ 100.00$ 1,000.00$ B34 LF 200 100.00$ 20,000.00$ 44.25$ 8,850.00$ 50.00$ 10,000.00$ B35 LF 200 110.00$ 22,000.00$ 47.20$ 9,440.00$ 55.00$ 11,000.00$ B36 EA 50 600.00$ 30,000.00$ 442.50$ 22,125.00$ 500.00$ 25,000.00$ B37 EA 10 1,800.00$ 18,000.00$ 2,376.52$ 23,765.20$ 7,000.00$ 70,000.00$ B38 LF 200 120.00$ 24,000.00$ 125.14$ 25,028.00$ 120.00$ 24,000.00$ B39 LF 200 140.00$ 28,000.00$ 159.01$ 31,802.00$ 150.00$ 30,000.00$ B40 LF 200 180.00$ 36,000.00$ 197.65$ 39,530.00$ 200.00$ 40,000.00$ Point Repair in Rear Easement Furnish and Install 6" Diam. C900 DR 18 Fusible PVC Waterline by HDD Furnish and Install 2" Temporary Water Supply for Pipe Bursting Connect and Disconnect Service to Temporary Water Supply Furnish and Install 2" Temporary Water Supply for Pipe Bursting Connect and Disconnect Service to Temporary Water Supply Furnish and Install 4" Diam. C900 DR 18 Fusible PVC Waterline by HDD Furnish and Install 4" Temporary Water Supply for Pipe Bursting Furnish and Install 8" Diam. C900 DR18 Fusible PVC Waterline (Up to 6- ft of Cover) by Pipe Bursting Furnish and Install 4" Diam. C900 DR18 Fusible PVC Waterline (Up to 6- ft of Cover) by Pipe Bursting Furnish and Install 6" Diam. C900 DR18 Fusible PVC Waterline (Up to 6- ft of Cover) by Pipe Bursting Furnish and Install 8" Diam. C900 DR 18 Fusible PVC Waterline by HDD Furnish and Install 4" Temporary Water Supply for Pipe Bursting Extra Depth for Waterline Installation by Pipe Bursting for Each Vertical Foot Over 6-ft Cover, Added Linearly Along the Trench (All Pipe Sizes) Extra Depth for Waterline Installation by Pipe Bursting for Each Vertical Foot Over 6-ft Cover, Added to Each (All Pipe Sizes) Furnish and Install 8" Diam. C900 DR18 Fusible PVC Waterline (Up to 6- ft of Cover) by Pipe Bursting Point Repair in Front Easement Page 3 of 11 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNTDESCRIPTION Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 B41 EA 4 1,200.00$ 4,800.00$ 7,776.20$ 31,104.80$ 10,000.00$ 40,000.00$ B42 EA 4 2,500.00$ 10,000.00$ 8,850.00$ 35,400.00$ 11,500.00$ 46,000.00$ B43 LF 100 375.00$ 37,500.00$ 383.21$ 38,321.00$ 290.00$ 29,000.00$ B44 LF 100 410.00$ 41,000.00$ 431.76$ 43,176.00$ 320.00$ 32,000.00$ B45 LF 100 550.00$ 55,000.00$ 512.20$ 51,220.00$ 450.00$ 45,000.00$ B46 EA 4 850.00$ 3,400.00$ 7,776.20$ 31,104.80$ 10,000.00$ 40,000.00$ B47 EA 4 2,500.00$ 10,000.00$ 8,850.00$ 35,400.00$ 7,000.00$ 28,000.00$ B48 EA 5 1,670.00$ 8,350.00$ 755.20$ 3,776.00$ 1,100.00$ 5,500.00$ B49 EA 5 2,100.00$ 10,500.00$ 881.46$ 4,407.30$ 1,300.00$ 6,500.00$ B50 EA 5 2,500.00$ 12,500.00$ 1,272.04$ 6,360.20$ 2,000.00$ 10,000.00$ B51 EA 5 475.00$ 2,375.00$ 177.00$ 885.00$ 200.00$ 1,000.00$ B52 EA 5 475.00$ 2,375.00$ 177.00$ 885.00$ 200.00$ 1,000.00$ B53 EA 5 500.00$ 2,500.00$ 201.78$ 1,008.90$ 220.00$ 1,100.00$ B54 EA 5 525.00$ 2,625.00$ 201.78$ 1,008.90$ 220.00$ 1,100.00$ B55 EA 5 400.00$ 2,000.00$ 177.00$ 885.00$ 200.00$ 1,000.00$ B56 EA 5 650.00$ 3,250.00$ 295.00$ 1,475.00$ 400.00$ 2,000.00$ Furnish and Install 4" 22.5 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 4" 45 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 4" 90 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 4" Reducers - All Sizes (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 4" Crosses - All Sizes (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 4" 11.25 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 4" R/W Gate Valve, and Valve Box (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 6" R/W Gate Valve, and Valve Box (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 8" R/W Gate Valve, and Valve Box (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install Air Release Valve and Manhole Furnish and Install 6" C900 DR 18 Fusible PVC Waterline with Casing Spacers and 12-inch Steel Casing (0.375" wall) by HDD Furnish and Install Air Release Valve and Manhole Furnish and Install 8" C900 DR 18 Fusible PVC Waterline with Casing Spacers and 16-inch Steel Casing (0.375" wall) by HDD Furnish and Install 4" C900 DR 18 Fusible PVC Waterline with Casing Spacers and 10-inch Steel Casing (0.375" wall) by HDD Construct Drill Pads Construct Drill Pads Page 4 of 11 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNTDESCRIPTION Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 B57 EA 5 525.00$ 2,625.00$ 224.20$ 1,121.00$ 250.00$ 1,250.00$ B58 EA 5 525.00$ 2,625.00$ 206.50$ 1,032.50$ 250.00$ 1,250.00$ B59 EA 5 525.00$ 2,625.00$ 200.60$ 1,003.00$ 250.00$ 1,250.00$ B60 EA 5 530.00$ 2,650.00$ 206.50$ 1,032.50$ 250.00$ 1,250.00$ B61 EA 5 525.00$ 2,625.00$ 224.20$ 1,121.00$ 280.00$ 1,400.00$ B62 EA 5 460.00$ 2,300.00$ 195.88$ 979.40$ 220.00$ 1,100.00$ B63 EA 5 700.00$ 3,500.00$ 324.50$ 1,622.50$ 600.00$ 3,000.00$ B64 EA 5 600.00$ 3,000.00$ 318.60$ 1,593.00$ 450.00$ 2,250.00$ B65 EA 5 550.00$ 2,750.00$ 290.10$ 1,450.50$ 320.00$ 1,600.00$ B66 EA 5 550.00$ 2,750.00$ 298.66$ 1,493.30$ 320.00$ 1,600.00$ B67 EA 5 570.00$ 2,850.00$ 301.14$ 1,505.70$ 320.00$ 1,600.00$ B68 EA 5 600.00$ 3,000.00$ 322.79$ 1,613.95$ 350.00$ 1,750.00$ B69 EA 5 525.00$ 2,625.00$ 220.19$ 1,100.95$ 280.00$ 1,400.00$ B70 EA 5 600.00$ 3,000.00$ 537.25$ 2,686.25$ 700.00$ 3,500.00$ B71 EA 5 625.00$ 3,125.00$ 416.89$ 2,084.45$ 600.00$ 3,000.00$ Furnish and Install 6" 11.25 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 8" Reducers - All Sizes (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 8" Crosses - All Sizes (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 6" 90 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 6" Reducers - All Sizes (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 6" Crosses - All Sizes (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 8" Tees (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 4" Tees (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 6" Tees (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 8" 11.25 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 6" 22.5 Deg. Bend (MJ with MEGA LUG Joint Restraint fitting) Furnish and Install 6" 45 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 8" 22.5 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 8" 45 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Furnish and Install 8" 90 Deg. Bend (MJ with MEGA LUG Joint Restraint Fitting) Page 5 of 11 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNTDESCRIPTION Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 B72 EA 5 980.00$ 4,900.00$ 602.98$ 3,014.90$ 1,000.00$ 5,000.00$ B73 EA 5 1,400.00$ 7,000.00$ 1,492.70$ 7,463.50$ 1,400.00$ 7,000.00$ B74 EA 5 980.00$ 4,900.00$ 691.48$ 3,457.40$ 1,500.00$ 7,500.00$ B75 EA 5 1,400.00$ 7,000.00$ 1,711.00$ 8,555.00$ 1,900.00$ 9,500.00$ B76 EA 5 480.00$ 2,400.00$ 387.04$ 1,935.20$ 500.00$ 2,500.00$ B77 EA 5 690.00$ 3,450.00$ 737.50$ 3,687.50$ 800.00$ 4,000.00$ B78 EA 5 1,200.00$ 6,000.00$ 1,069.87$ 5,349.35$ 2,500.00$ 12,500.00$ B79 EA 5 1,400.00$ 7,000.00$ 1,199.67$ 5,998.35$ 3,000.00$ 15,000.00$ B80 EA 5 1,700.00$ 8,500.00$ 1,376.67$ 6,883.35$ 4,000.00$ 20,000.00$ B81 EA 5 2,980.00$ 14,900.00$ 2,728.16$ 13,640.80$ 3,000.00$ 15,000.00$ B82 EA 5 3,400.00$ 17,000.00$ 3,595.46$ 17,977.30$ 3,600.00$ 18,000.00$ B83 EA 5 4,500.00$ 22,500.00$ 3,804.32$ 19,021.60$ 4,100.00$ 20,500.00$ B84 EA 5 5,200.00$ 26,000.00$ 3,826.74$ 19,133.70$ 5,200.00$ 26,000.00$ B85 EA 5 3,100.00$ 15,500.00$ 3,488.08$ 17,440.40$ 3,800.00$ 19,000.00$ B86 EA 5 3,700.00$ 18,500.00$ 3,686.32$ 18,431.60$ 4,400.00$ 22,000.00$ B87 EA 5 5,900.00$ 29,500.00$ 4,507.60$ 22,538.00$ 5,200.00$ 26,000.00$ B88 EA 5 9,760.00$ 48,800.00$ 4,885.20$ 24,426.00$ 5,200.00$ 26,000.00$ B89 EA 5 9,600.00$ 48,000.00$ 4,826.20$ 24,131.00$ 4,900.00$ 24,500.00$ B90 EA 5 3,500.00$ 17,500.00$ 1,180.00$ 5,900.00$ 1,300.00$ 6,500.00$ B91 EA 5 1,200.00$ 6,000.00$ 690.30$ 3,451.50$ 500.00$ 2,500.00$ B92 EA 5 450.00$ 2,250.00$ 501.50$ 2,507.50$ 450.00$ 2,250.00$ B93 LF 400 12.75$ 5,100.00$ 11.80$ 4,720.00$ 5.00$ 2,000.00$ Remove Fire Hydrant Furnish and Install Water Meter Box Adjust Valve Box 8" and Under Trench Safety for Remove and Install Waterline (Up to 6-ft of Cover) Furnish and Install 4" Tapping Sleeve c/w 4" RW Gate Valve Furnish and Install FH Assembly with Long Lead (Tee, Pipe and Valve) Greater Than 14' in Length Connection to Existing 6" Waterline, with Sleeve and Tee Furnish and Install 5/8" to 3/4" Copper or HDPE Service Furnish and Install 6" Tapping Sleeve c/w 4" RW Gate Valve Furnish and Install 8" Tapping Sleeve c/w 6" RW Gate Valve Connection to Existing 4" Waterline, with Sleeve and Tee Furnish and Install 1" to 2" Copper or HDPE Service Furnish and Install 5/8" to 3/4" Copper or HDPE Service Furnish and Install 1" to 2" Copper or HDPE Service Reconnect 5/8" to 3/4" Copper or HDPE Service Reconnect 1" to 2" Copper or HDPE Service Connection to Existing 8" Waterline, with Sleeve and Tee Furnish and Install 6" Tapping Sleeve c/w 6" RW Gate Valve Furnish and Install 4" Tapping Sleeve c/w 2" RW Gate Valve Furnish and Install 8" Tapping Sleeve c/w 8" RW Gate Valve Furnish and Install FH Assembly with Short Lead (Tee, Pipe and Valve) Up to 14' in Length Furnish and Install 8" Tapping Sleeve c/w 4" RW Gate Valve Page 6 of 11 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNTDESCRIPTION Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 B94 LF 10 50.00$ 500.00$ 29.50$ 295.00$ 50.00$ 500.00$ B95 EA 5 500.00$ 2,500.00$ 2,950.00$ 14,750.00$ 3,500.00$ 17,500.00$ B96 EA 5 500.00$ 2,500.00$ 1,180.00$ 5,900.00$ 2,500.00$ 12,500.00$ B97 TONS 100 65.00$ 6,500.00$ 64.90$ 6,490.00$ 60.00$ 6,000.00$ B98 AC 1 3,200.00$ 3,200.00$ 2,950.00$ 2,950.00$ 3,000.00$ 3,000.00$ B99 SY 100 26.00$ 2,600.00$ 100.30$ 10,030.00$ 100.00$ 10,000.00$ B100 LF 1000 3.00$ 3,000.00$ 1.77$ 1,770.00$ 2.00$ 2,000.00$ B101 SY 100 26.00$ 2,600.00$ 29.50$ 2,950.00$ 35.00$ 3,500.00$ B102 SY 500 12.00$ 6,000.00$ 5.90$ 2,950.00$ 10.00$ 5,000.00$ B103 SF 100 14.00$ 1,400.00$ 35.11$ 3,511.00$ 95.00$ 9,500.00$ B104 LF 1000 6.00$ 6,000.00$ 2.95$ 2,950.00$ 3.00$ 3,000.00$ B105 SF 100 18.00$ 1,800.00$ 76.70$ 7,670.00$ 35.00$ 3,500.00$ B106 SF 100 6.00$ 600.00$ 17.70$ 1,770.00$ 20.00$ 2,000.00$ B107 SF 100 14.00$ 1,400.00$ 9.74$ 974.00$ 25.00$ 2,500.00$ B108 SF 100 14.00$ 1,400.00$ 26.55$ 2,655.00$ 40.00$ 4,000.00$ B109 LF 100 18.00$ 1,800.00$ 21.24$ 2,124.00$ 40.00$ 4,000.00$ B110 LF 100 18.00$ 1,800.00$ 47.20$ 4,720.00$ 50.00$ 5,000.00$ B111 SF 100 14.00$ 1,400.00$ 9.44$ 944.00$ 25.00$ 2,500.00$ B112 SY 100 20.00$ 2,000.00$ 1.30$ 130.00$ 2.00$ 200.00$ B113 SY 100 20.00$ 2,000.00$ 9.44$ 944.00$ 10.00$ 1,000.00$ B114 LF 100 19.00$ 1,900.00$ 41.30$ 4,130.00$ 50.00$ 5,000.00$ Clearing and Grubbing Sawcut Asphalt Per 2" lift greater than 2" thickness Furnish and Install Asphalt Pavement Repair Furnish and Install Concrete Driveway Repair Furnish and Install Concrete Curb Ramp Repair Furnish and Install Cement Stabilized Sand Furnish and Install Concrete Pavement Repair Furnish and Install Seeding Sawcut Concrete Per 2" lift greater than 8" thickness Furnish and Install Wooden Fence Extra Depth for Trench Safety for Remove and Install Waterline for Each Vertical Foot Over 6-ft Cover, Added Linearly Along the Trench (All Pipe Sizes) Furnish and Install Sodding Trench Safety for Auger Boring/Pipe Bursting Pits (Up to 6-ft of Cover) Remove Asphalt Per 2" lift greater than 2" thickness Furnish and Install Asphalt Overlay Per 2" lift greater than 2" thickness Furnish and Install Concrete Curb and Gutter Repair Extra Depth for Trench Safety for Auger Boring/Pipe Bursting for Each Vertical Foot Over 6-ft Cover, Added to Each (All Pipe Sizes) Remove Concrete Per 2" lift greater than 8" thickness Furnish and Install Concrete Overlay per 2" greater than 8" thickness Furnish and Install Concrete Valley Gutter Repair Furnish and Install Concrete Sidewalk Repair Page 7 of 11 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNTDESCRIPTION Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 B115 LF 100 21.00$ 2,100.00$ 53.10$ 5,310.00$ 50.00$ 5,000.00$ B116 EA 50 400.00$ 20,000.00$ 177.00$ 8,850.00$ 500.00$ 25,000.00$ B117 HR 50 70.00$ 3,500.00$ 159.30$ 7,965.00$ 95.00$ 4,750.00$ B118 LF 400 20.00$ 8,000.00$ 12.98$ 5,192.00$ 30.00$ 12,000.00$ B119 LF 400 26.00$ 10,400.00$ 15.34$ 6,136.00$ 35.00$ 14,000.00$ B120 LF 50 75.00$ 3,750.00$ 84.93$ 4,246.50$ 120.00$ 6,000.00$ B121 LF 50 125.00$ 6,250.00$ 100.69$ 5,034.50$ 125.00$ 6,250.00$ B122 LF 50 140.00$ 7,000.00$ 122.72$ 6,136.00$ 190.00$ 9,500.00$ B123 LF 10 60.00$ 600.00$ 136.88$ 1,368.80$ 50.00$ 500.00$ B124 LF 50 180.00$ 9,000.00$ 294.61$ 14,730.50$ 300.00$ 15,000.00$ B125 LF 50 210.00$ 10,500.00$ 372.66$ 18,633.00$ 380.00$ 19,000.00$ B126 LF 50 240.00$ 12,000.00$ 420.87$ 21,043.50$ 520.00$ 26,000.00$ B127 LF 10 60.00$ 600.00$ 136.88$ 1,368.80$ 100.00$ 1,000.00$ B128 EA 5 250.00$ 1,250.00$ 442.50$ 2,212.50$ 500.00$ 2,500.00$ B129 EA 5 300.00$ 1,500.00$ 885.00$ 4,425.00$ 1,000.00$ 5,000.00$ B130 AC 3 2,000.00$ 6,000.00$ 3,540.00$ 10,620.00$ 3,500.00$ 10,500.00$ B131 LF 50 34.00$ 1,700.00$ 23.60$ 1,180.00$ 50.00$ 2,500.00$ B132 LF 50 40.00$ 2,000.00$ 29.50$ 1,475.00$ 50.00$ 2,500.00$ Furnish and Install Chain Link Fencing Tree Removal Up To 8" in Dia. Tree Removal Greater than 8" in Dia. Abandon 6" to 8" Waterline in Place and Fill with Grout Furnish and Install 10" Steel Casing Pipe w/4" Waterline by Conventional Trenching, (Up to 6-ft of Cover) Furnish and Install 12" Steel Casing Pipe w/6" Waterline by Conventional Trenching, (Up to 6-ft of Cover) Abandon 2" to 4" Waterline in Place and Fill with Grout Haul off Concrete (greater than 8 inches in thickness) / Asphalt (greater than 2 inches thickness) Remove and Relocate Existing Chainlink Fence Furnish and Install 16" Steel Casing Pipe w/ 8" Water line by Auger Boring (Up to 72" of Cover) Furnish and Install 16" Steel Casing Pipe w/ 8" Waterline by Conventional Trenching (Up to 6-ft of Cover) Extra Depth for Casing Pipe by Auger Boring for Each Vertical Foot Over 6-ft Cover, Added Linearly Along the Trench (All Pipe Sizes) Remove and Reinstall Residential Mailbox Extra Depth for Casing Pipe by Conventional Trenching for Each Vertical Foot Over 6-ft Cover, Added Linearly Along the Trench (All Pipe Sizes) Brush Removal Remove and Relocate Existing Wooden Fence Furnish and Install 10" Steel Casing Pipe w/ 4" Waterline by Auger Boring (Up to 72" of Cover) Furnish and Install 12" Steel Casing Pipe w/ 6" Waterline by Auger Boring (Up to 72" of Cover) Page 8 of 11 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNTDESCRIPTION Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 B133 DAY 10 400.00$ 4,000.00$ 295.00$ 2,950.00$ 325.00$ 3,250.00$ B134 DAY 10 400.00$ 4,000.00$ 295.00$ 2,950.00$ 325.00$ 3,250.00$ B135 DAY 10 400.00$ 4,000.00$ 472.00$ 4,720.00$ 520.00$ 5,200.00$ B136 DAY 10 400.00$ 4,000.00$ 295.00$ 2,950.00$ 325.00$ 3,250.00$ B137 DAY 10 475.00$ 4,750.00$ 354.00$ 3,540.00$ 390.00$ 3,900.00$ B138 DAY 5 475.00$ 2,375.00$ 590.00$ 2,950.00$ 650.00$ 3,250.00$ B139 DAY 5 475.00$ 2,375.00$ 708.00$ 3,540.00$ 780.00$ 3,900.00$ B140 DAY 5 475.00$ 2,375.00$ 1,003.00$ 5,015.00$ 1,105.00$ 5,525.00$ B141 DAY 5 475.00$ 2,375.00$ 885.00$ 4,425.00$ 975.00$ 4,875.00$ B142 DAY 5 475.00$ 2,375.00$ 826.00$ 4,130.00$ 910.00$ 4,550.00$ B143 DAY 5 475.00$ 2,375.00$ 1,062.00$ 5,310.00$ 1,170.00$ 5,850.00$ B144 DAY 5 475.00$ 2,375.00$ 1,298.00$ 6,490.00$ 1,430.00$ 7,150.00$ B145 DAY 5 475.00$ 2,375.00$ 708.00$ 3,540.00$ 780.00$ 3,900.00$ B146 DAY 5 475.00$ 2,375.00$ 1,770.00$ 8,850.00$ 1,950.00$ 9,750.00$ B147 DAY 5 475.00$ 2,375.00$ 413.00$ 2,065.00$ 455.00$ 2,275.00$ B148 DAY 10 200.00$ 2,000.00$ 1,416.00$ 14,160.00$ 1,560.00$ 15,600.00$ B149 DAY 5 1,000.00$ 5,000.00$ 88.50$ 442.50$ 100.00$ 500.00$ B150 DAY 5 700.00$ 3,500.00$ 17.70$ 88.50$ 20.00$ 100.00$ B151 DAY 5 400.00$ 2,000.00$ 3.54$ 17.70$ 5.00$ 25.00$ B152 DAY 5 500.00$ 2,500.00$ 2.95$ 14.75$ 5.00$ 25.00$ B153 LF 400 4.75$ 1,900.00$ 6.03$ 2,412.00$ 4.00$ 1,600.00$ B154 LF 100 10.00$ 1,000.00$ 17.83$ 1,783.00$ 4.50$ 450.00$ B155 LF 100 40.00$ 4,000.00$ 35.53$ 3,553.00$ 35.00$ 3,500.00$ B156 LS 10 100.00$ 1,000.00$ 2,006.00$ 20,060.00$ 2,000.00$ 20,000.00$ Furnish and Install Flashing Arrow Board Furnish and Install Channelization Drums (10 Drums) Furnish and Install Type III Barricade Furnish and Install Fiber Rolls Furnish and Install Rock Filter Dam Furnish and Install Signing and Traffic Control (Scenario 15) Furnish and Install Signing and Traffic Control (Scenario 14) Furnish Flagger Furnish and Install Signing and Traffic Control (Scenario 6) Furnish and Install Signing and Traffic Control (Scenario 7) Furnish and Install Signing and Traffic Control (Scenario 8) Furnish and Install Signing and Traffic Control (Scenario 9) Furnish and Install Signing and Traffic Control (Scenario 10) Furnish and Install Signing and Traffic Control (Scenario 3) Furnish and Install Skid Mount Sign on Double Wooden Posts Furnish and Install Signing and Traffic Control (Scenario 4) Furnish and Install Signing and Traffic Control (Scenario 5) Furnish and Install Signing and Traffic Control (Scenario 11) Furnish and Install Signing and Traffic Control (Scenario 12) Furnish and Install Signing and Traffic Control (Scenario 13) Furnish and Install Signing and Traffic Control (Scenario 1) Furnish and Install Signing and Traffic Control (Scenario 2) Furnish and Install Silt Fence Furnish and Install Rock Filled Bags Page 9 of 11 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNTDESCRIPTION Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 B157 LS 10 3,500.00$ 35,000.00$ 2,596.00$ 25,960.00$ 2,000.00$ 20,000.00$ B158 LF 100 75.00$ 7,500.00$ 56.05$ 5,605.00$ 40.00$ 4,000.00$ B159 LF 10 80.00$ 800.00$ 20.65$ 206.50$ 15.00$ 150.00$ B160 LF 250 90.00$ 22,500.00$ 277.30$ 69,325.00$ 50.00$ 12,500.00$ B161 LF 100 95.00$ 9,500.00$ 42.48$ 4,248.00$ 10.00$ 1,000.00$ B162 EA 5 90.00$ 450.00$ $ 438.17 2,190.85$ $ 150.00 750.00$ B163 EA 5 120.00$ 600.00$ 452.33$ 2,261.65$ 170.00$ 850.00$ B164 EA 5 130.00$ 650.00$ 686.76$ 3,433.80$ 250.00$ 1,250.00$ B165 EA 5 550.00$ 2,750.00$ 867.30$ 4,336.50$ 350.00$ 1,750.00$ B166 EA 5 675.00$ 3,375.00$ 991.20$ 4,956.00$ 420.00$ 2,100.00$ B167 EA 5 800.00$ 4,000.00$ 1,298.00$ 6,490.00$ 580.00$ 2,900.00$ B168 EA 15 69.00$ 1,035.00$ 708.00$ 10,620.00$ 100.00$ 1,500.00$ B169 EA 15 80.00$ 1,200.00$ 767.00$ 11,505.00$ 140.00$ 2,100.00$ B170 EA 15 120.00$ 1,800.00$ 1,121.00$ 16,815.00$ 200.00$ 3,000.00$ 1,470,269.00 1,551,141.60$ 1,681,625.00$ Part C - Allowances 1,486,269.00$ C1 AL 1 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ C2 AL 1 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ BID SUMMARY Furnish and Install Construction Entrance/Exit Preconstruction Exploratory Excavation (Up to 6-ft Cover) Furnish and Install Bell Harness Assembly for 6" Dia. Waterline Furnish and Install Bell Harness Assembly for 8" Dia. Waterline Furnish and Install 8-inch Transition Coupling Furnish and Install 5-inch Transition Coupling Furnish and Install 8" Cap Furnish and Install 6" Cap Furnish and Install 4" Cap Preparation of Traffic Control Plans Disposal of Contaminated Ground Water Furnish and Install Bell Harness Assembly for 4" Dia. Waterline Furnish and Install 4-inch Transition Coupling Extra Depth for Preconstruction Exploratory Excavation for Each Vertical Foot Over 6-ft Cover, Added Linearly Along the Trench (All Pipe Sizes) SUBTOTAL PART C ALLOWANCES (ITEM C1 thru C2) SUBTOTAL PART B WATERLINE IMPROVEMENTS (ITEMS B1 thru B170) Extra Depth for Well Pointing for Waterline Installation for Each Vertical Foot Over 6-ft Cover, Added Linearly Along the Trench (All Pipe Sizes) Furnish and Install Well Pointing for Waterline installation (Up to 6-ft of Cover) Page 10 of 11 WATER LINE REPLACEMENT PROGRAM CITY PROJECT No: 19010A ITEM UNIT QTY.UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNTDESCRIPTION Bridges Specialties, Inc. 4233 FM 624 Robstown, Texas 78380 (361) 387-2743 Abel's Paving & Construction, Inc. 1442 Cliff Maus Corpus Chirsti, Texas 78405 (361) 852-1194 CPC Interests, LLC dba Clark Pipeline Services 6229 Leopard Street Corpus Christi, Texas 78409 (361) 929-5822 155,026.90$ 114,696.00$ 126,600.00$ 1,470,269.00 1,486,269.00$ 1,551,141.60$ 1,681,625.00$ 30,000.00$ 30,000.00$ 30,000.00$ 1,655,295.90 1,695,837.60$ 1,838,225.00$ -16,000.00 1,671,295.90$ 1.5 NOTE: Area's in red tint and bold borders indicates a mathematical error in the addition of the bid amounts. SUBTOTAL PART B - WATER MAIN IMPROVEMENTS (Items B1 thru B170) SUBTOTAL PART A - GENERAL (Items A1 thru A3) TOTAL PROJECT BASE BID - (PART A thru PART C) EMERGENCY COEFFICIENT To be applied to any and all items associated with an Emergency Delivery Order as defined in Section 00 30 00 SUBTOTAL PART C - ALLOWANCES (Item C1 thru C2) Page 11 of 11 Project No: T17031 1 JS/LH Legistar No.: 19-1050 Rev.4 – 8/12/2019 DATE:July 24, 2019 TO:Peter Zanoni, City Manager THRU:Mark Van Vleck, Assistant City Manager, Public Works and Utilities markvv@cctexas.com (361) 826-3082 FROM:Jeffrey H. Edmonds, P.E., Director, Engineering Services jeffreye@cctexas.com (361) 826-3851 Albert Quintanilla, P.E., Director of Street Operations albertq@cctexas.com (361) 826-1957 CAPTION: Motion awarding a contract to Freese Nichols, Inc. in the amount of $92,762 for the 2018 Highway Safety Improvement Program (HSIP) to design five new and eleven upgraded traffic signals at four locations funded by the Texas Department of Transportation (TxDOT) and Street Bond 2016. (Council Districts 2 and 3) PURPOSE: To award an engineering services contract to design signal improvements for locations that qualify for construction funding through a TxDOT Highway Safety Improvement Program grant. BACKGROUND AND FINDINGS: The Texas Department of Transportation’s (TxDOT) Highway Safety Improvement Program (HSIP) provides grant funding for highway safety projects that eliminate or reduce the number of severe traffic collisions. HSIP funding provides for construction costs only with a 90/10 participation by State/Local Governments respectively. The Local Government is responsible for all other costs such as design, right of way, permitting, and TxDOT administrative fees. The HSIP grant requires the construction project be advertised and awarded by TxDOT. In 2014, the City received a grant that is currently under construction through TxDOT with an estimated total construction value of $7,798,776. The City match was from Street Bond 2014 for TxDOT Participation. AGENDA MEMORANDUM Action Item for the City Council Meeting of August 20, 2019 Engineering Design Contract 2018 TxDOT Highway Safety Improvement Program Texas Department of Transportation Grant and Street Bond 2016 Project No: T17031 2 JS/LH Legistar No.: 19-1050 Rev.4 – 8/12/2019 In 2018, the City applied for the 2018 HSIP grant program for nine (9) existing signals at various locations. The locations were based on accidents reported in 2015, 2016 and 2017. TxDOT approved four of the nine locations for the 2018 HSIP grant with a total estimated construction cost is $797,258. TxDOT participation is $717,532 with a City match of approximately $279,726. The City match includes $79,258 (10% of estimated construction cost) plus TxDOT administrative cost of approximately $200,000. The City’s match and this item are programmed in the Bond 2016 TxDOT Participation Funds. The four approved intersection locations are listed below: 1. Horne Road at Ayers Street – Three traffic signal equipment upgrades and one new pole, mast arm, signal head and equipment. (District 2) 2. Horne Road at Port Avenue - Four traffic signal equipment upgrades. (District 2 & 3) 3. Tarlton Street at Port Avenue – Four new traffic signal equipment replacements. (District 3) 4. Staples Street at Holly Road – Four traffic signal equipment upgrades. (District 3) This item provides for the engineering and design services in the amount of $92,762 to prepare the plans, specifications, estimates, and related documents. The City is responsible for all design cost. The traffic signal upgrades include replacement of signal heads, pedestrian heads, pedestrian poles, electrical wiring, ground boxes, detections systems, controller cabinets, and miscellaneous related improvements. The one new traffic signal replacement includes new pole, mast arm and all associated equipment. A subsequent Advanced Funding Agreement (AFA) will be presented to City Council for approval upon sufficient completion of the design to better define the scope and cost. The AFA and final design will be submitted to TxDOT for approval and construction. ALTERNATIVES: 1. Authorize the execution of an engineering design contract. (Recommended) 2. Do not authorize the execution of an engineering design contract. (Not Recommended) OTHER CONSIDERATIONS: Freese and Nichols, Inc., was selected through Request for Qualifications (RFQ) No. 2016-06. CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: None Project No: T17031 3 JS/LH Legistar No.: 19-1050 Rev.4 – 8/12/2019 FINANCIAL IMPACT: Capital □ Revenue □Operating □ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget 386,973 386,973 Encumbered / Expended Amount This Item 92,762 92,762 Future Anticipated Expenditures This Project 294,211 294,211 BALANCE 0 0 Fund:Street 2018 GO BD 2016 Fund 3554 Project No.: T17031 Account:550950 Activity:T17031-01-3554-EXP RECOMMENDATION: City Staff recommends approval of an engineering design contract with Freese and Nichols, Inc., for the 2018 TxDOT Highway Safety Improvement Program project. The design phase is planned to start in September with completion in June 2020. TxDOT will determine the schedule for the bidding, award and construction phase for the project as part of the AFA. LIST OF SUPPORTING DOCUMENTS: Location Map Contract Presentation 37 181 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES 2018 TxDOT HIGHWAY SAFETY IMPROVEMENT PROGRAM LOCATION MAP NOT TO SCALE Project Number: T17031 Tarlton St. Staples St. Horne Rd. Council Presentation August 20, 2019 2018 TxDOT Highway Safety Improvement Program (HSIP) Project 1 2 Highway Safety Improvement Project (HSIP) Locations 3 Project Scope The City received a TxDOT HSIP grant for four (4) intersections with a total estimated construction cost of $797,258. The scope is summarized below: •TxDOT participationis $717,532 with City match of approximately $279,726 City share includes $79,258 (10% constr.) & $200,000 (admincosts) •Provides for the engineering and design services to prepare the plans, specifications, estimates, and related documents for the four approved intersections listed below: Horne Road – Seven traffic signal equipment upgrades with one new pole, mast arm, signal head, and equipment at the Port Avenue intersection and the Ayers Street intersection Tarlton Street – Four new and upgraded traffic signal poles at the Port Avenue intersection Staples Street – Four traffic signal equipment upgrades at the Holly Road intersection •All construction is executed and managedby TxDOT Project Schedule 4 *Bid, award, and construction managed by TxDOT. *Design AUG SEPT OCT NOV DEC JAN 2019 2020 FEB MAR APR MAY 5 Questions? 6 Horne Road at Ayers Street 7 Horne Road at Port Avenue 8 Tarlton Street at Port Avenue 9 Staples Street at Holly Road Page 1 Rev. 19-5 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES T17031 2018 Highway Safety Improvement Program (HSIP) The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and Freese and Nichols, a Texas corporation, 800 N. Shoreline Boulevard, Suite 1600N, Corpus Christi, Nueces County, Texas 78401 , (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL .......................................................................3 ARTICLE III COMPENSATION ............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS ......................................................5 ARTICLE VII INDEMNIFICATION .........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT ....................................................7 ARTICLE X OWNER REMEDIES .......................................................................7 ARTICLE XI CONSULTANT REMEDIES .............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................10 EXHIBITS Page 2 Rev. 19-5 ARTICLE I – SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or sub consultants 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 Contract s, 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 qual ifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3 rd party owners/operators. Page 3 Rev. 19-5 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. Ba sed 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 $92,762. 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 Ra te Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. Page 4 Rev. 19-5 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant’s knowledge, information and belief, be free a nd 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 F ROM 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 h ave 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 dispu te. 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 t he City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV – TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of ____ years beginning on the Effective Date. T he Agreement may be renewed for up to _____ one -year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. Page 5 Rev. 19-5 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the W ork for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant’s ability to complete the services to be provided under this agree ment. 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 c ontinuous 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 prov ided for in this Agreement. For construction design services, “completion of the Project” refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V – OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor’s cost of labor, materials or equipment, or over the contractor’s methods of determining prices, or over competitive bidding or market conditions, Consultant’s opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant’s experience and qualifications and represent Consultant’s best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI – INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII – INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person’s agent, employee or subconsultant, over which the City exercises control (“Indemnitee”) from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Page 6 Rev. 19-5 Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the ne gligence 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 ag ainst 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 w ork under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 7 Rev. 19-5 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX – RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City’s election, all of Consultant’s records relating to the performance of the Wor k 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, invo ices, 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 record s, 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 t o 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 th at would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and /or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and /or omissions in the documents. Page 8 Rev. 19-5 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant’s expense; (3) Calculation of non-value added work costs incurred by the City; and (4) Deadline for Consultant’s response. 10.3 The Consultant may be required to revise bid documents and re -advertise the Project at the Consultant’s sole cost if, in the City’s judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant’s errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI – CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant’s and City’s reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant’s sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from an y cause beyond Consultant’s reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII – CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. Page 9 Rev. 19-5 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties’ senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispu te. 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 oc curred. 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 C onsultant 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 res ult from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY’S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. Page 10 Rev. 19-5 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 rec eipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be a City’s sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Co nsultant the City’s goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm . The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. Page 11 Rev. 19-5 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapte r 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 Title VI Assurance. The Consultant shall prohibit discrimination in employment based upon race, color, religion, national origin, gender, disability or age. 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 Co unty. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreeme nt, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents . Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant’s Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with Articles I-XIII of this Agreement (Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI FREESE AND NICHOLS ____________________________________ _____________________________________ Jeff H. Edmonds, P. E. Date Ron Guzman, P. E. Date Director of Engineering Services Vice President/Principal 800 N. Shoreline Boulevard, Suite 1600N Corpus Christi, TX 78401 APPROVED AS TO LEGAL FORM (361) 561-6500 Office (361) 561-6501 Fax ____________________________________ rg@freese.com Assistant City Attorney Date ATTEST ____________________________________ City Secretary July 17, 2019 Page 12 Rev. 19-5 2018 Highway Safety Improvement Program (HSIP) (Project No. T17031) Freese and Nichols Contract $92,762 Fund Name Accounting Unit Account Activity Account Category Amount ST 2018 GO BOND 2016 3554-051 550950 T17031-01-3554-EXP 50950 $92,762 Total $92,762 800 N. Shoreline Blvd., Suite 1600N Corpus Christi, Texas 78401 361-561-6500 fax 361-561-6501 www.freese.com July 17, 2019 Mr. Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi P. O. Box 9277 Corpus Christi, TX 78469-9277 Re: 2018 Highway Safety Improvement Program (HSIP) City Project No. T17031 Dear Mr. Edmonds, Freese and Nichols, Inc. (FNI) is pleased to provide our proposal for professional services for the 2018 Highway Safety Improvement Program (HSIP). This project will include the development of plans, specifications, and estimates (PS&E) to include improvements to four (4) intersections that were awarded funding by TxDOT under the 2018 Highway Safety Improvement Program (HSIP) for off-system projects. FNI’s proposal includes the design of traffic signalization improvements at four (4) intersections to include Port Avenue/Horne Road, Horne Road/Ayers Street, Tarlton Street/Port Avenue and Staples Street/ Holly Road. The intersection project specific scopes will include the following activities: Basic Services: A. Design Phase Scope The following four (4) locations will be designed to meet the referenced specific improvements: STREET BEGIN END HSIP CODES*, SPECIFIC IMPROVEMENTS Horne Road (2 locations) Port Avenue Ayers Street 108, 111, 138: Improve Traffic Signals, Interconnect Signals, Install Flashing Yellow Arrow (FYA) Tarlton Street Port Avenue Port Avenue 108, 111, 131, 138: Improve Traffic Signals, Interconnect Signals, Improve Pedestrian Signals, Install FYA Staples Street Holly Road Staples Street 108, 111, 131, 138: Improve Traffic Signals, Interconnect Signals, Improve Pedestrian Signals, Install FYA CATEGORY CODE DESCRIPTION OF WORK DEFINITION OF WORK Signing and Signals 108 Improve Traffic Signals Modernize existing intersection signals to current design standards. Signing and Signals 111 Interconnect Traffic Signals Provide a communication link between two or more adjacent signals in a corridor. Specify all signalized intersections to be included in the interconnection. Exhibit "A" Page 1 of 4 Signing and Signals 131 Improve Pedestrian Signals Bring existing pedestrian signal units into conformance with current standards. Signing and Signals 138 Install Flashing Yellow Arrow Modernize existing intersection signals by adding a flashing yellow arrow indication. Design Phase Activities: The Architect/Engineer-A/E (also referred to as Consultant) will: a)Hold Project Kick-off Meeting. Prepare meeting agenda and distribute meeting minutes to attendees within five working days of the meeting. b)Provide scope of geotechnical testing requirements to the City’s Geotechnical Consultant. c)Review available reports, record drawings, utility maps and other information provided by the City pertaining to the project area. d)Identify preliminary right-of-way acquisition requirements (as required) and illustrate on a schematic strip map. e)Prepare preliminary opinions of probable construction costs for the recommended improvements. f)Coordinate with AEP and City Traffic Engineering to identify location of electrical power conduit for street lighting and traffic signalization. g)Provide 30, 60, 90 and final design submittals to include plans, specifications, and opinion of probable construction costs. Hold project review meetings with the City at each milestone and assimilate review comments. Project Assumptions: 1.All necessary geotechnical engineering services will be provided by the City. During the design phase, the City will provide the geotechnical report. FNI will provide a recommended scope of geotechnical needs and boring locations. 2.All necessary subsurface utility engineering (SUE) services will be provided by the City. FNI will provide the City a recommended scope of SUE services and pothole locations. 3.Detailed traffic control drawings (if necessary) will be the responsibility of the contractor. FNI will provide performance measures and TxDOT standard lane closure design details. 4.City will provide all coordination with TxDOT for project review and funding agreements. 5.This project must be let by TxDOT's competitive bid process. Anticipated letting is August 2020. The City staff will: 1.Designate an individual to have responsibility, authority, and control for coordinating activities for the project. 2.Provide the budget for the Project specifying the funds available for the construction contract. 3.Provide the City’s standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 4.Provide electronic index and database of City’s record drawing and record information. 5.Provide requested record drawings, record information in electronic format as available from City Engineering files. 6.Provide a copy of existing studies and plans. (as available from City Engineering files) 7.Provide field location of existing city utilities. (A/E to coordinate with City Operating Department) 8.Provide applicable Master Plans and GIS mapping are available on the City’s website. 9.City Control survey benchmarks and coordinates. Exhibit "A" Page 2 of 4 Additional Services: Topographic Survey. All work must be tied to and conform with the City’s Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors’ Manual of Practice for Land Surveying in the State of Texas, latest edition. Include references tying Control Points to a minimum of two (2) registered Benchmark Monuments in the vicinity of the Project that will not be disturbed by construction. a) Establish Horizontal and Vertical Control. b) Establish both primary and secondary horizontal/vertical control. c) Set project control points for Horizontal and Vertical Control outside the limits of project construction disturbance. d) Horizontal control will be based on NAD 83 State plane coordinates (South Zone), and the data will have no adjustment factor applied – i.e. – the coordinate data will remain in grid. e) Vertical control will be based on NAVD 88. f) All control work will be established using conventional (non-GPS) methods. Perform topographic surveys to gather existing condition information. g) Locate proposed soil/pavement core holes as drilled by the City’s Geotechnical Engineering Consultant. h) Obtain x, y, and z coordinates of all accessible existing wastewater, storm water, water, and gas lines as well as any other lines owned by third-parties and locate all visible utilities, wells, and signs within the apparent ROW width along project limits. Survey shall include utility markings from Texas 811 request. Surveying services related to subsurface utility engineering (SUE) shall be provided by the City’s SUE consultant. i) Locate improvements within the apparent ROW. j) Generate electronic planimetric base map for use in project design. Project Schedule Date Activity August 20, 2019 NTP November 22, 2019 30% submittal January 31, 2020 60% submittal March 31, 2020 90% submittal May 29, 2020 Final submittal August 2020 TxDOT Letting If FNI’s services are delayed through no fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of compensation and FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. Exhibit "A" Page 3 of 4 Fee Freese and Nichols, Inc. proposes to perform the scope of services listed above for the lump-sum fee of $92,762 as shown in the table below: Basic Services Fees 1. Preliminary Phase N/A 2. Design Phase $79,115.00 3. Bid Phase TBD 4. Construction Administration Phase TBD Subtotal Basic Services Fees $79,115.00 1. Permit Preparation (NOT AUTHORIZED) TBD 2. Topographic Survey (AUTHORIZED) $13,647.00 3. ROW Acquisition Survey (NOT AUTHORIZED) TBD 4. Environmental Issues (NOT AUTHORIZED) TBD 5. Public Meetings (NOT AUTHORIZED) TBD 6. Construction Observation Services (NOT AUTHORIZED) TBD 7. Traffic Control (NOT AUTHORIZED) TBD 8. Warranty Phase (NOT AUTHORIZED) TBD Sub-Total Additional Services Fees $13,647.00 Total Authorized Fee: $92,762.00 We look forward to working with your team on this project. Please feel free to contact me at 361.561.6510 if you have any questions. Respectfully, Freese and Nichols, Inc. Ron Guzman, P.E. Vice President/Principal Exhibit "A" Page 4 of 4 Contract for Professional Services Contract for Professional Services EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the C ity. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 Contract for Professional Services 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limitin g in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor’s performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non-contributory with respect to any insurance or self -insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Contract for Professional Services EXHIBIT D Excerpt from Corpus Christi General Conditions for Construction Projects Related to Design Services Excerpt from Form 00 72 00 General Conditions - 1 Rev 18-2 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1 – Definitions and Terminology ....................................................................................................... 2 Article 2 – Preliminary Matters ..................................................................................................................... 8 Article 3 – Contract Documents: Intent, Requirements, Reuse ................................................................... 8 Article 4 – Commencement and Progress of the Work ................................................................................ 9 Article 5 – Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions .............. 9 Article 6 – Bonds and Insurance ................................................................................................................. 10 Article 7 – Contractor’s Responsibilities ..................................................................................................... 10 Article 8 – Other Work at the Site ............................................................................................................... 10 Article 9 – Owner’s and OPT’s Responsibilities ........................................................................................... 10 Article 10 – OAR’s and Designer’s Status During Construction .................................................................. 11 Article 11 – Amending the Contract Documents; Changes in the Work .................................................... 13 Article 12 – Change Management .............................................................................................................. 13 Article 13 – Claims ....................................................................................................................................... 14 Article 14 – Prevailing Wage Rate Requirements ....................................................................................... 16 Article 15 – Cost of the Work; Allowances; Unit Price Work ...................................................................... 16 Article 16 – Tests and Inspections; Correction, Removal, or Acceptance of Defective Work .................... 16 Article 17 – Payments to Contractor; Set-Offs; Completion; Correction Period ........................................ 16 Article 18 – Suspension of Work and Termination ..................................................................................... 16 Article 19 – Project Management ............................................................................................................... 16 Article 20 – Project Coordination ................................................................................................................ 16 Article 21 – Quality Management ............................................................................................................... 17 Article 22 – Final Resolution of Disputes .................................................................................................... 17 Article 23 – Minority/MBE/DBE Participation Policy .................................................................................. 17 Article 24 – Document Management .......................................................................................................... 17 Article 25 – Shop Drawings ......................................................................................................................... 17 Article 26 – Record Data ............................................................................................................................. 20 Article 27 – Construction Progress Schedule .............................................................................................. 21 Article 28 – Video and Photographic documentation ................................................................................ 21 Article 29 – Execution and Closeout ........................................................................................................... 21 Article 30 – Miscellaneous .......................................................................................................................... 22 Excerpt from Form 00 72 00 General Conditions - 2 Rev 18-2 ARTICLE 1 – DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term’s singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution - The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date – The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid - The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder - An individual or entity that submits a Bid to Owner. 9. Bidding Requirements - The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security - The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier’s check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from Form 00 72 00 General Conditions - 3 Rev 18-2 b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; c. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer - The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act, 42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times - The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from Form 00 72 00 General Conditions - 4 Rev 18-2 b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor - The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor’s Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or c. Has been damaged or stolen prior to OAR’s recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order - A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs - All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner’s Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from Form 00 72 00 General Conditions - 5 Rev 18-2 32. Laws and Regulations; Laws or Regulations - Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone - A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; c. Field Order; or d. Work Change Directive. 36. Notice of Award - The notice of Owner’s intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner - The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City’s officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner’s Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner’s Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner’s Project Team or OPT - The Owner, Owner’s Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule - A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor’s plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from Form 00 72 00 General Conditions - 6 Rev 18-2 45. Resident Project Representative or RPR - The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents - A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor’s Applications for Payment. 49. Selected Bidder - The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor - An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data - Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or c. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from Form 00 72 00 General Conditions - 7 Rev 18-2 steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work - Work to be paid for on the basis of unit prices. 60. Work - The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive - A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to “at no additional cost to Owner,” “at Contractor’s expense,” or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms “day” or “calendar day” mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms “as allowed,” “as approved,” “as ordered,” “as directed,” or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words “furnish,” “install,” “perform,” and “provide” have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from Form 00 72 00 General Conditions - 8 Rev 18-2 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words “furnish,” “install,” “perform,” or “provide.” F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word “all” is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words “furnish,” “install,” “perform,” “provide,” or similar words include the meaning of the phrase “The Contractor shall...” before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT’s project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2 – PRELIMINARY MATTERS ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from Form 00 72 00 General Conditions - 9 Rev 18-2 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer’s or OAR’s interpretation by submitting a Change Proposal. ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5 – AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT’s obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor’s resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer’s findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer’s findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions - 10 Rev 18-2 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor’s resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer’s findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer’s findings, conclusions, and recommendations. ARTICLE 6 – BONDS AND INSURANCE ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES ARTICLE 8 – OTHER WORK AT THE SITE ARTICLE 9 – OWNER’S AND OPT’S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner’s Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner’s duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from Form 00 72 00 General Conditions - 11 Rev 18-2 9.06 Insurance 9.07 Modifications 9.08 Inspections, Tests, and Approvals A. OPT’s responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT’s Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT’s responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10 – OAR’S AND DESIGNER’S STATUS DURING CONSTRUCTION 10.01 Owner’s Representative A. OAR is Owner’s representative. The duties and responsibilities and the limitations of authority of OAR as Owner’s representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer’s visits and observations are subject to the limitations on Designer’s authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner’s quality assurance program, and administer the Contract as Owner’s representative as described in the Contract Documents. OAR’s visits and observations are subject to the limitations on OAR’s authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from Form 00 72 00 General Conditions - 12 Rev 18-2 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives’ authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer’s authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer’s authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer’s authority related to Modifications is described in Article 11. D. OAR’s authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 16.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer’s decision by submitting a Change Proposal if Contractor does not agree with the Designer’s decision. 10.07 Limitations on OAR’s and Designer’s Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor’s Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor’s Team. Excerpt from Form 00 72 00 General Conditions - 13 Rev 18-2 ARTICLE 11 – AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12 – CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT’s description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from Form 00 72 00 General Conditions - 14 Rev 18-2 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor’s risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13 – CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from Form 00 72 00 General Conditions - 15 Rev 18-2 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor’s job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor’s knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12, shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from Form 00 72 00 General Conditions - 16 Rev 18-2 ARTICLE 14 – PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK ARTICLE 16 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL, OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17 – PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18 – SUSPENSION OF WORK AND TERMINATION ARTICLE 19 – PROJECT MANAGEMENT ARTICLE 20 – PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from Form 00 72 00 General Conditions - 17 Rev 18-2 ARTICLE 21 – QUALITY MANAGEMENT ARTICLE 22 – FINAL RESOLUTION OF DISPUTES ARTICLE 23 – MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24 – DOCUMENT MANAGEMENT ARTICLE 25 – SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor’s Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general, conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from Form 00 72 00 General Conditions - 18 Rev 18-2 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer’s review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer’s review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer’s review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor’s markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. c. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from Form 00 72 00 General Conditions - 19 Rev 18-2 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is “Approved as Noted,” but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked “Approved as Noted” and “Resubmit with corrections made.” These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as “At Variance With” (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as “Not Approved” if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from Form 00 72 00 General Conditions - 20 Rev 18-2 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.B that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26 – RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor’s Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer’s Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor’s responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of “Filed as Received” and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from Form 00 72 00 General Conditions - 21 Rev 18-2 Drawing. The Record Data will be marked “Rejected” and “Submit Shop Drawing.” No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked “Rejected” and “Revise and Resubmit.” Contractor is to resubmit the Record Data until it is acceptable and marked “Filed as Received.” When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked “Rejected” and “Cancel - Not Required.” No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked “Filed as Received.” ARTICLE 27 – CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28 – VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29 – EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer’s notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from Form 00 72 00 General Conditions - 22 Rev 18-2 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30 – MISCELLANEOUS END OF SECTION DATE:August 20, 2019 TO:Peter Zanoni, City Manager FROM:Nina Nixon-Mendez, Director of Development Services NinaM@cctexas.com (361) 826-3276 Kim Baker, Director of Contracts and Procurement Kimb2@cctexas.com (361) 826-3169 CAPTION: Resolution authorizing amendment No. 1 to enCodePlus Software License service agreement for a five-year extension with enCodePlus, LLC of Sugar Land, Texas, to host the content of the Unified Development Code for a not to exceed total amount of $44,400.00 and a revised service agreement value not to exceed $93,600.00; amendment effective October 1, 2019, with first-year funding of $8,880.00 through the Development Services Fund. PURPOSE: The resolution is to approve amendment No. 1 to enCodePlus Software License service agreement. BACKGROUND AND FINDINGS: On October 1, 2016, Development Services and the City entered into an agreement with enCodePlus, LLC for use of enCodePlus software,an Internet-based document presentation and content management system, which allowed for improved search function, updating, amending, archiving, publishing ordinances, codes, and standards for the Unified Development Code. The code and all subsequent amendments made in 2016- 2018 were entered and tested in the software platform, which went live in March 2019 (www.cctexas.com/udc). The original contract term was October 1, 2016 to September 30, 2019. The reason for the amendment is to extend the license for 5 years and build in calculator feature after Unified Development Code amendments. The amended term will end September 30, 2024. Amendment to enCodePlus Software License Service Agreement AGENDA MEMORANDUM Action item for the City Council Meeting of August 20, 2019 The enCodePlus software provides a use-friendly format to search the code, and provides pop up definitions, cross references to code sections. The enCodePlus software also features an archiving component for recalling ordinances by number, date or keyword. The enCodePlus review process allows the emailing of ordinances to City Staff, Commission and Council for review within the program by date stamping and archiving changes while maintaining a running record of the ordinance that was in effect on any preceding date. The five-year extension will facilitate future amendments and updates to the Unified Development Code. Amendment drafts can be created and shared with multiple staff members for review. Upon City Council approval, the amendments can go live immediately after certification of the ordinance. The Advanced 180˚ license will provide calculators for parking, landscaping, and buffer yards to facilitate site plan submissions to Development Services. The Advanced 180˚ is requested to enable phasing in of calculators after the UDC provisions have been amended. The software allows developers and businesses to conduct a word search and to look up zoning districts for a particular land use. Development Services is seeking Council’s approval for the renewal and replacement of the Premium 360˚license with an Advanced 180˚ license, due to the number of upgrade features included in the license. 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: Development Services FINANCIAL IMPACT: X Operating □ Revenue □ Capital □Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $514,404.08 $35,520.00 $549,924.08 Encumbered / Expended Amount $453,345.33 $0.00 $453,345.33 This item $8,880.00 $35,520.00 $44,400.00 BALANCE $52,178.75 $0.00 $52,178.75 Funding Detail: Fund:4670 – Development Services Fund Organization/Activity:11300 – Business Support Services Mission Element:284 – Oversight of land development and public infrastructure process Project # (CIP Only): N/A Account:530000 – Professional Services RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Amendment No. 1 Service Agreement Page 1 of 2 Resolution authorizing amendment No. 1 to enCodePlus Software License service agreement for a five-year extension with enCodePlus, LLC of Sugar Land, Texas, to host the content of the Unified Development Code for a not to exceed total amount of $44,400.00 and a revised service agreement value not to exceed $93,600.00; amendment effective October 1, 2019, with first-year funding of $8,880.00 through the Development Services Fund. WHEREAS, the City entered into an agreement with enCode Pluse, LLC effective October 1, 2016 for the purchase of enCode Plus Software; WHEREAS, an amendment to the term of the agreement is required, which causes the total value of the agreement to exceed $50,000; WHEREAS, State law provides that such procurements, 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 amendment No. 1 to enCodePlus Software License service agreement for a five-year extension with enCodePlus, LLC of Sugar Land, Texas, for a not to exceed total amount of $44,400.00 and a revised service agreement value not to exceed $93,600.00, with first-year funded through the Development Services Fund. 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 _______________________ Grey Smith _______________________ ATTEST:CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas _________ day of ___________________, 2019 Project Nos: 19058A & 19059A (Page 1)SW/CJ/DG Legistar No.: 19-1042 Rev. 4 – 8/12/2019 AGENDA MEMORANDUM Action Item for the City Council Meeting of August 20, 2019 DATE:July 17, 2019 TO:Peter Zanoni, City Manager THRU:Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 FROM:Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Daniel McGinn, AICP, Director of Planning and Environmental Services danielmc@cctexas.com (361) 826-7011 CAPTION: Motion awarding a contract to Freese and Nichols, Inc. in the amount of $225,000 for the Flour Bluff and Padre/Mustang Island Area Development Plans update funded by the General Fund. (Council District 4) PURPOSE: This provides updated Area Development Plans for the Flour Bluff and Padre/Mustang Island planning districts. BACKGROUND AND FINDINGS: The Area Development Plans (ADPs) provide specific recommendations concerning future land uses, transportation, public services, and environmental protection. The geographic scope of each ADP is focused on a community-sized area of common characteristics and needs. The City is divided into nine (9)planning districts each with their own ADPs as listed below: Downtown ADP *Northwest ADP Southside ADP Flour Bluff ADP Port-Airport-Violet ADP Westside ADP London ADP Southeast ADP Mustang-Padre Island ADP * The Downtown ADP includes the North Beach area, which has a specific (neighborhood) level redevelopment plan that was approved by City Council in March 2018. Professional Services Contract Area Development Plans – Flour Bluff and Padre/Mustang Island Planning Districts (General Fund – Comprehensive Planning) Project Nos:19058A & 19059A (Page 2)SW/CJ/DG Legistar No.: 19-1042 Rev. 4 –8/12/2019 The City’s comprehensive plan, “Plan CC”,was adopted in the fall of 2016 with a requirement for the Planning Division to update all nine ADPs. The ADP updates establish current conditions, community vision and goals, and implementation strategies for infrastructure improvements with policy and programmatic initiatives for the next 20 years. The process emphasizes community outreach, identifying existing conditions and future needs with land use patterns, public infrastructure requirements, environmental impacts, fiscal impacts, and implementation strategies. The Downtown ADP was completed and adopted in the spring of 2018. The Southside, London, and Westside ADP updates are underway with completion planned in 2019/2020. The below table identifies an estimated timeline for the completion of the remaining area development plans over the next three years. This item provides for updating Flour Bluff and Padre/Mustang Island ADPs. The process employs the current best practices to better develop a long-range vision and implementation plan. The current Flour Bluff ADP was adopted in 1993, and no longer reflects current conditions or future needs in this district. The Padre/Mustang Island ADP was adopted in 2004 with a community-led update in 2017. Recent large developments on Padre/Mustang Island require a comprehensive update of the Padre/Mustang Island ADP. The ADPs will be completed concurrently and include the following tasks: Meetings with an Advisory Committee and City staff Community engagement through public meetings, workshops, and social media Evaluate pedestrian connectivity and transportation network Evaluate existing infrastructure (roadways, water, wastewater, and storm water) and the natural environment in the study areas; includes lifecycle cost of infrastructure Assess the housing demand /needs, and prepare land use recommendations Prepare recommendations, concepts, and implementation plans for each area, including policy strategies and capital improvement recommendations Prepare the ADP for each area Freese and Nichols, Inc. was selected for this project in February 2019 under RFQ 2018-10. The selection committee with representatives from Planning and Engineering Services recommended Freese and Nichols, Inc. as the most qualified based on five factors: 1) experience of the firm, 2) experience of the key personnel with specific experience with MEP, legal and regulatory related matters, life and safety building compliance, etc., 3) project approach and management plan, 4) capacity to meet the project requirements and timelines, and 5) past performance. Project Nos: 19058A & 19059A (Page 3)SW/CJ/DG Legistar No.: 19-1042 Rev. 4 – 8/12/2019 ALTERNATIVES: 1.Authorize execution of the professional services contract. (Recommended) 2.Do not authorize execution of the contract. (Not Recommended) OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Complies with statutory requirements for professional services contracts. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Planning and Environmental Services FINANCIAL IMPACT: X Operating □ Revenue □Capital □ Not applicable Fiscal Year 2018-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget 236,750 236,750 Encumbered / Expended Amount This item 225,000 225,000 Future Anticipated Expenditures This Project 11,750 11,750 BALANCE 0 0 Fund: General Fund 1020 Project Nos: 19058A & 19059A Account: 550950 Activity: 19058-A-1020-EXP and 19059-A-1020-EXP Amount: 19058A - $110,000 Amount: 19059A - $115,000 RECOMMENDATION: Freese and Nichols, Inc. has successfully performed countless engineering, design and planning contracts for the City and staff recommends the approval of this professional services contract. The project duration is approximately one year with an anticipated start date of December 2019 and completion in December 2020. LIST OF SUPPORTING DOCUMENTS: Location Map Presentation Contract 37 181 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Flour Bluff & Padre/Mustang Island Area Development Plans (ADP) Project Number: 19058A & 19059A LOCATION MAP NOT TO SCALE Flour Bluff ADP Padre/Mustang Island ADP Council Presentation August 20, 2019 Area Development Plans Flour Bluff and Padre/Mustang Island 1 2 Project Locations 3 Project Background •Area Development Plans (ADP's) provide specific recommendations concerning future land uses, transportation, public services, and environmental protection. •City divided into 9 planning districts - each have their own ADP •Flour Bluff ADP - current plan adopted in 1993; plan outdated & doesn’t reflect current conditions or future needs of district •Padre/Mustang Island – current plan adopted in 2004 with community-led update in 2017; recent large developments require a comprehensive update to the ADP Downtown ADP *Northwest ADP Southside ADP Flour Bluff ADP Port-Airport-Violet ADP Westside ADP London ADP Southeast ADP Mustang-Padre Island ADP * The Downtown ADP includes the North Beach area, which has a specific (neighborhood) level redevelopment plan that was approved by City Council in March 2018. 4 Project Scope Both ADPs will be completed concurrently, and include: •Meetings with an Advisory Committee and City staff •Community engagement through public meetings, workshops, and social media •Evaluate pedestrian connectivity and transportation network •Evaluate existing infrastructure (roadways, water, wastewater, and storm water) and the natural environment in the study areas; includes lifecycle cost of infrastructure •Assess the housing demand /needs, and prepare land use recommendations •Prepare recommendations, concepts, and implementation plans for each area, including policy strategies and capital improvement recommendations •Prepare the ADP for each area 5 Project Schedule Projected Schedule reflects City Council award in August 2019 with anticipated completion in December 2020. A S O N D J F M A M J J A S O N D 2 0 1 9 2 0 2 0 Project 6 Questions? Contract for Professional Services Page 1 of 11 CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT (No./Name) 19058A Area Development Plans - Flour Bluff Planning District & 19059A Area Development Plans - Padre / Mustang Island Planning District The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and FREESE AND NICHOLS, INC., 800 N. Shoreline, Suite 1600N, Corpus Christi, Nueces, Texas 78401 (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY CONTROL .......................................................................3 ARTICLE III COMPENSATION ............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V OPINIONS OF COST ......................................................................5 ARTICLE VI INSURANCE REQUIREMENTS ......................................................5 ARTICLE VII INDEMNIFICATION .........................................................................5 ARTICLE VIII TERMINATION OF AGREEMENT ..................................................6 ARTICLE IX RIGHT OF REVIEW AND AUDIT ....................................................7 ARTICLE X OWNER REMEDIES .......................................................................7 ARTICLE XI CONSULTANT REMEDIES .............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS Contract for Professional Services Page 2 of 11 ARTICLE I – SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant (in dollars). Changes in Consultant’s proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City’s General Conditions for Construction Contracts, excerpt attached as Exhibit D. 1.6.1 The Consultant agrees to serve as the City’s Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant’s Scope of Services during the performance of the Consultant’s services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. Contract for Professional Services Page 3 of 11 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II – QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III – COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $225,000.00. 3.2 The Consultant’s fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant’s estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant’s monthly invoices in compliance with the Texas Prompt Payment Act. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Contract for Professional Services Page 4 of 11 Payment Requests have been previously issued and payments received from City shall, to the best of Consultant’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate “Final Bill – no additional compensation is due to Consultant.” 3.9 City may withhold compensation to such extent as may be necessary, in City’s opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant’s work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. ARTICLE IV – TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of ____ years beginning on the Effective Date. The Agreement may be renewed for up to _____ one-year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Contract for Professional Services Page 5 of 11 Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the W ork for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant’s ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant’s ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, “completion of the Project” refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V – OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor’s cost of labor, materials or equipment, or over the contractor’s methods of determining prices, or over competitive bidding or market conditions, Consultant’s opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant’s experience and qualifications and represent Consultant’s best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI – INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII – INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, excluding the engineer or architect or that person’s agent, employee or subconsultant, over which the City exercises control (“Indemnitee”) from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Contract for Professional Services Page 6 of 11 Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City’s reasonable attorney’s fees in proportion to the Consultant’s liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant’s activities under this Agreement. ARTICLE VIII – TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. Contract for Professional Services Page 7 of 11 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX – RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City’s election, all of Consultant’s records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant’s records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant’s Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City’s and Consultant’s reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant’s Records only during Consultant’s regular business hours. Consultant agrees to allow City’s designee access to all of Consultant’s Records, Consultant’s facilities and Consultant’s current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X – OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 10.2 When the City incurs non-value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant’s expense; (3) Calculation of non-value added work costs incurred by the City; and Contract for Professional Services Page 8 of 11 (4) Deadline for Consultant’s response. 10.3 The Consultant may be required to revise bid documents and re-advertise the Project at the Consultant’s sole cost if, in the City’s judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant’s errors or omissions. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. ARTICLE XI – CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant’s and City’s reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant’s sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant’s reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII – CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty-one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management Contract for Professional Services Page 9 of 11 representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties’ senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator’s fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney’s fees pursuant to any law or other provision for payment of attorneys’ fees. Both Parties expressly waive any claim to attorney’s fees should litigation result from any dispute between the parties to this Agreement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY’S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XIII – MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. Contract for Professional Services Page 10 of 11 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be a City’s sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City’s goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 13.6 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.7 No Third-Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary’s Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary’s website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 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. 13.12 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, Contract for Professional Services Page 11 of 11 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. 13.13 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. 13.14 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 FREESE AND NICHOLS, INC. ____________________________________ _________________________________ Jeff H. Edmonds, P.E. Date Ron Guzman Date Director of Engineering Services Vice President/Principal 800 N. Shoreline, Suite 1600N Corpus Christi, TX 78401 (361) 561-6500 Office rg@freese.com APPROVED ____________________________________ Assistant City Attorney Date ATTEST ____________________________________ City Secretary Date Fund Name Acc t Unit Acc t No. Activity No. Amount General Fund - Comprehensive Planning 1020-11455-071 530000 19058-A-1020-EXP 110,000.00 General Fund - Comprehensive Planning 1020-11455-071 530000 19059-A-1020-EXP 115,000.00 Total 225,000.00 7/18/2019 2711 N. Haskell Avenue, Suite 3300 Dallas, Texas 75204 214-217-2200 FAX 817-735-7491 www.freese.com July 2, 2019 Sarah West, P.E., CFM Major Projects Engineer City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 Re: Area Development Plans – Flour Bluff (PN:19058A) and Padre/Mustang Island (PN:19059A) Dear Ms. West: Freese and Nichols, Inc. (FNI) is pleased to submit the scope of work and associated attachments to prepare two new 20-year Area Development Plans (ADPs) for the following planning districts; Flour Bluff (20.5 sq. miles), and Padre/Mustang Island (34 sq. miles). The Flour Bluff and Padre/Mustang Island areas are anticipated to occur concurrently. The work includes extensive community outreach to develop Vision, Goals and Objectives. The planning process will emphasize a community outreach process that incorporates high-tech, web-based platforms (such as web-hosted interactive map applications that will gather community input), with complimentary low-tech approaches. The plans will consider existing conditions, needs and implementation strategies. This includes land use patterns, public infrastructure, and environmental impacts, etc. It is anticipated that the scope of work for both area development plans will be completed within 10-12 months from notice to proceed, depending on the availability of stakeholders involved. FNI agrees to perform the professional services outlined in the Scope of Work for a lump sum fee of $225,000. We are excited to work with the City of Corpus Christi and provide excellent client service. Sincerely, Shad Comeaux, AICP Associate cc: Daniel McGinn; Keren Costanzo, AICP LEED AP Attachments: Scope of Work Area Development Plans Study Location Map Proposed Project Schedule EXHIBIT A Page 1 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 1 of 20 FLOUR BLUFF AND PADRE/MUSTANG ISLAND AREA DEVELOPMENT PLANS SCOPE OF WORK Through an inclusive planning process new 20-year Area Development Plans (ADPs) for the following planning districts will be prepared: Flour Bluff (20.5 sq. miles), and Padre/Mustang Island (34 sq. miles). The plans will consider existing conditions, needs, and implementation strategies. This includes land use patterns, public infrastructure, and environmental impacts, etc. The scope of work for the plans are contained in the following sections. Project Limits: Flour Bluff and Padre/Mustang Island Planning Districts (see attached map) The scope of work is outlined below. TASK A - FLOUR BLUFF AREA DEVELOPMENT PLAN TASK 1 – PROJECT MEETINGS AND COMMUNITY ENGAGEMENT 1.1: Project Kickoff Meeting and Tour of Study Area (1 Meeting) Prior to initiating work, the Freese and Nichols, Inc. (FNI) team will conduct a kickoff meeting to discuss our understanding of the project, the project schedule, scope, communication methods, as well as request/receive any additional data that will be required for the study. The City staff should provide GIS files for the study area, background materials on any previous studies, current design standards, any updates to the comprehensive plan and land use ordinances. Recommended attendees include City project manager and staff, and others that will ultimately guide the progress, findings and recommendations of the plans. The FNI team would also like to discuss the following items: •Project vision, goals, and objectives •Priorities for transportation, housing and land use improvements •Composition of the Advisory Committees •Public involvement strategies •Project expectations The City will provide a meeting location and will notify attending team members of the location and time for the meeting. Following the project kick-off meeting, the FNI team will participate in a City-led tour of each study area to discuss challenges, issues and opportunities. Deliverables: Meeting agenda, sign-in sheet, contact list, and summary notes EXHIBIT A Page 2 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 2 of 20 1.2: City Staff Progress Meetings The FNI team will conduct scheduled conference calls, as needed, with City staff to discuss project progress, key action items and responsibilities, and project schedule. Freese and Nichols will prepare an agenda and a checklist with action items, responsibilities and due dates for appropriate team members, and will schedule and notify attendees of the meetings via e-mail. Deliverables: Meeting agenda / checklist with key discussion items noted and action items. Meetings should be held at key milestones during the project. 1.3: Advisory Committee (3 Meetings) The Advisory Committee (AC) will be formed by the Client and facilitated by members of the FNI team. The AC will be composed of various stakeholders and has the primary responsibility of guiding the activities of the Plans and providing input into the process. The FNI team will meet with the AC at key points during the planning process to discuss key issues related to the development of the Area Development Plan. The City will be responsible for providing a venue for the Committee meetings and will notify Committee Members of meeting dates and times. The FNI team will provide agendas and materials for discussion at each meeting. The FNI team will: • Participate in three (3) AC meetings throughout the course of the project to update the Committee and get feedback on the process and preliminary recommendations • Assist with defining the planning process • Receive input from the Committee on a plan for obtaining broad community support Deliverables – Meeting agendas, any meeting materials and summary notes with key discussion items noted and action items. Meetings should be held at key milestones during the project for a total of three (3) trips. 1.4: Community Engagement The foundation of the Area Development Plan will be community and stakeholder participation. Community and stakeholder involvement should be inclusive, creative and energetic. Our community engagement process is aimed at educating the various stakeholders and constituencies regarding the purpose of the ADP update, and garnering feedback and insight into community needs, perceptions, and interests. To bring the community into the process and keep them involved, the Freese and Nichols team will utilize a variety of input techniques. All fliers and surveys will be in English and Spanish. EXHIBIT A Page 3 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 3 of 20 1.4.1: Project Website and Social Media A project website, created and maintained by City staff, will provide information on the process, a list of events and information such as presentations and graphics as they are developed. The project website will be used to host a MetroQuest online community survey, to be advertised during the beginning of the project. We will also utilize the City’s Facebook and any other City social media accounts to keep the community informed of project updates, events, and to provide information on the importance of planning. The FNI team will provide content and materials to be posted to the project website and any other social media platforms the City desires to post project information. Deliverable – Development of content for the project website and social media, and creation of the MetroQuest online community survey 1.4.2: Community Engagement Meeting #1 (1 Meeting) The FNI team will facilitate one (1) community engagement meeting to share information about the project, gather community input, and generate further support for the plans. The purpose of this workshop will be to inform and engage the community in the planning process. Specifically, this workshop will explain the planning process, provide an update on the work completed to date, solicit input and feedback, and answer questions of concern and interest expressed by residents and business interests. A variety of engagement tools can be used during the process and will be discussed with City staff during the project kickoff. The Client will be responsible for printing flyers, printing postcards, identifying meeting participants, providing postage and mailing flyers and postcards, if desired. The FNI team will facilitate one (1) community engagement meeting. Meeting space and locations to be determined and hosted by the Client. Deliverables – (1) Items for meeting agendas and preparation of boards or PowerPoint presentation to be used at meetings; (2) Flyer; (3) Summary of public involvement activities/results 1.4.3: Community Workshop (1 Day) The FNI team will facilitate a one-day community charette to allow citizens, stakeholders and business owners to provide ideas and think through solutions for any issues related to the Flour Bluff area. This information will be collected through focus groups and/or stakeholder meetings. The FNI team will have expert planners to help provide information and address questions and EXHIBIT A Page 4 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 4 of 20 comments during the workshop. The information gathered and produced during the community workshop will help support plan recommendations and implementation. Deliverables – (1) Materials and preparation of PowerPoint presentation to be used at meetings; (2) Flyer; (3) Summary of activities/results 1.4.4: Community Engagement Meeting #2 (1 Meeting) The Freese and Nichols team will present the Draft Area Development Plan to the community. City staff will be responsible for marketing and noticing, securing a venue. A second community survey will be administered at this time to receive feedback on the Draft Area Development Plan Deliverables – Items for meeting agendas, flyer, and preparation of boards or PowerPoint presentation to be used at meeting TASK 2 – EXISTING CONDITIONS AND ANALYSIS Building upon previous studies and plans, GIS data, and field observations, the Freese and Nichols team will inventory and analyze the existing land uses, transportation, housing, natural environment, and infrastructure within the study areas. 2.1: Analysis of Previous Studies and Plans The FNI team will collect and analyze existing studies and plans that relate to the study areas, such as the City of Corpus Christi Comprehensive Plan, Urban Transportation Plan, Adopted Zoning Regulations, current CIP, Infrastructure Plans, Parks and Open Space Plan/Improvements, Regulatory Plan/Impacts, etc. The Client should provide copies of any existing studies and plans, if they are not available on the City’s website. 2.2: Existing Land Uses The mix and proximity of current residential and non-residential land uses will be evaluated, creating a baseline to understand the existing relationships. Recommendations and strategies to fill voids or enhance current connections will be evaluated after the existing land uses are mapped. Based on the existing land use assessment, land use demand/projections for the next five, ten and twenty years by land use type will be recommended. Deliverables – Map and explanation of the existing land use patterns within the Study areas; land use demand/projections for the next five, ten and twenty years EXHIBIT A Page 5 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 5 of 20 2.3: Pedestrian Connectivity and Transportation Evaluation The current pedestrian network will be documented and mapped, and potential gaps and needs evaluated with respect to proposed development/redevelopment projects. Future pedestrian connections will be identified based on the findings of the needs analysis and the desire to maintain logical, accessible connections. Bicycle facilities and potential trails are also important to multi-modal connectivity in Corpus Christi and will be identified in the study areas. The FNI team will review existing documents and data related to pedestrian connectivity, mobility and the overall transportation network. We will document the study area’s transportation systems and data based on information from existing sources or obtained from field visits. •Transportation system evaluation •Existing and planned bike facilities •Existing sidewalk facilities •Existing traffic volumes from available data, traffic control and roadway geometry •Parking Deliverables – Map or illustrate existing conditions related to the outline items above, and develop findings, analysis and recommendations 2.4: Infrastructure and Natural Environment The study will evaluate existing infrastructure and the natural environment in the study areas, and its effects on existing and future land uses. Lifecycle cost of infrastructure will also be evaluated to determine maintenance and replacement cost, annualize those costs, and compare to annual revenues intended to fund those costs. Infrastructure to be considered is roadways, water, wastewater and stormwater. Deliverables – Map or illustrations of existing conditions related to the outline items above, and develop findings, analysis and recommendations 2.5: Housing and Neighborhoods Assessment The assessment of housing and neighborhoods will provide the strengths, weaknesses, challenges and opportunities of neighborhoods. The high-level assessment will explore potential neighborhood programs and strategies, allowing the City to utilize its neighborhood resources more efficiently and EXHIBIT A Page 6 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 6 of 20 effectively. We will also explore housing demand and explore housing needs. This assessment will tie into the land use recommendations for, multifamily, single-family, and missing middle housing. Deliverables – Housing and neighborhood assessment identifying characteristics, assets, issues, challenges and opportunities of neighborhoods within each study area T ASK 3 – PRELIMINARY RECOMMENDATIONS, CONCEPTUAL AND IMPLEMENTATION PLANS Utilizing data from Task 2, stakeholder and community input, professional experience with other successful implementation strategies, the team will formulate recommendations, conceptual and implementation plans for in each study area. The plans will focus on land use, housing, transit/transportation, and other strategic investment opportunities that seek to capitalize on the area's assets. The plans will include policy strategies aimed at encouraging private investment consistent with the City's goals for development and redevelopment within the Study areas. A key component of the plan will be specific implementation steps and necessary capital improvement recommendations. 3.1: Conceptual Plan or Renderings The conceptual plans will help promote the vision and guide implementation in each study area. The FNI team will prepare two-dim ensional exhibits, building upon the ideas generated in prior meetings. The concept plan(s) will be created with a development program of recommendations from information collected in Tasks 1-3. The conceptual plan(s) will show the physical buildout and/or future land uses of development in key areas within the Study areas. The conceptual plan will become either map exhibits or illustrations that will support the policy, strategies, and recommendations developed during the process. Deliverable: Conceptual plan illustrating future land uses, proposed infill, streetscapes and transportation, housing, infrastructure, and key planning strategies 3.2: Implementation Plan The implementation plan will consist of the following primary areas: •An assessment and recommendations of the most likely land uses, and development/ redevelopment opportunities given the existing conditions and infrastructure lifecycle cost analysis. Recommendations will be accompanied by partnership opportunities, potential funding sources, and the projected timeframe for implementation. Projects with the potential for EXHIBIT A Page 7 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 7 of 20 immediate implementation will be identified and prioritized, as well as catalyst projects with the potential for addressing multiple goals and kickstarting investment. •Policy recommendations aimed at establishing a regulatory and incentive structure that encourages the implementation of the recommendations will be provided. These strategies will include incentive tools that encourage private investment and public-private partnerships. •A list of proposed capital improvements that support the proposed redevelopment recommendations. Special attention will be given to matching potential catalytic public infrastructure projects with priority private development catalyst projects and existing infrastructure plans to achieve the largest impact. Projects will be identified with community input for short-term (1-5 years), mid-term (5-10 years), and long-term (10+ years) implementation timeframes. Deliverable: An implementation plan structured into a coordinated action program. The implementation plan will identify action items, priorities, potential funding options, partners, and timeline T ASK 4 – DRAFT FLOUR BLUFF AREA DEVELOPMENT PLAN 4:1: Draft Report The Freese and Nichols team will prepare draft Area Development Plans, documenting the work outlined in the previous tasks. The draft Area Development Plans will be provided via email. The FNI team will provide a digital formatted copy for review. The draft study will be submitted to the City of Corpus Christi and Advisory Committee for review. The draft study should include, but is not limited to, the following: an acknowledgment page, a table of contents, figures and tables, an executive summary, the findings of tasks one through three, conclusion, and appendices as needed. A reasonable review period will be requested from the Client, as well as, one point-of-contact to collect all comments to be submitted to the Freese and Nichols Team. City staff will review and make comments/edits prior to the Advisory Committee’s review of the draft plan. Deliverables: Draft plan in electronic format for review; maps that are a part of the draft report will be submitted as separate files; existing conditions maps and policy level planning items such as land use, zoning or major transportation route recommendations will be prepared in GIS format; site specific recommendations such as conceptual planning will be prepared in AutoCAD format; and no more than three (3) revisions of the plans TASK 5 – FINAL FLOUR BLUFF AREA DEVELOPMENT PLAN EXHIBIT A Page 8 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 8 of 20 5:1: Final Report Upon completion of review of the draft Area Development Plans, the FNI team will prepare the final Flour Bluff Area Development Plan. The Final Study should include, but is not limited to, the following: an acknowledgment page, a table of contents, figures and tables, an executive summary, the findings of tasks one through three, conclusion, and appendices as needed. The Final Study will be high quality with clear images and illustrations with written text. All maps and tables will be properly cited and contain keys when appropriate. The Freese and Nichols team will apply its internal quality assurance controls to achieve a high-quality Final Study. A reasonable review period will be requested from the Client, as well as, one point-of-contact to collect all comments to be submitted to the Freese and Nichols Team. The Freese and Nichols team will attend one (1) Community Engagement Meeting #2. At this meeting, the Consultant will present the planning scope, process, findings and final recommendations for adoption. If additional meetings are necessary, the Client agrees to conduct the meetings or negotiate additional services with the Consultant. After adoption by the Corpus Christi City Council, the Freese and Nichols team will provide the Final Study using Adobe InDesign along with all project files such as GIS shapefiles, meeting minutes, survey results, etc. Deliverables: Electronic submittal of study for one (1) final review; one (1) final presentations for City adoption; final Corpus Christi Area Development Plans (one high-resolution and one low-resolution electronic format file ); two (2) flash drives or a web-based file sharing platform containing electronic files of final study in InDesign and as a PDF, maps, photos and graphics, and all other project files; existing conditions maps and policy level planning items such as land use, zoning or major transportation route recommendations will be prepared in GIS format; site specific recommendations such as conceptual planning will be prepared in AutoCAD format Revisions: Revision One (Draft Plan to City Staff); Revision Two (Draft to Advisory Committee); Revision Three (Draft to Public, possible revisions); Final Draft (Possible revisions during the adoption process) T ASK 6 – MEETING PREPARATION 6:1: Meeting Preparation EXHIBIT A Page 9 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 9 of 20 Prior to meetings and community engagements under Task 1, the planning team will prepare presentations, boards, agendas, meeting summaries, map exhibits, surveys, fliers, etc. Any revisions and edits of prepared items listed will be completed under this task. TASK 7 – PROJECT MANAGEMENT 7:1: Project Management Project management, both external and internal, includes one-page status reports, project invoicing, planning team management, and client communications. TASK 8 – PROJECT EXPENSES 8:1: Project Expenses Any project expenses related to meeting materials, equipment and travel expenses. TASK 9 – ADDITIONAL SERVICES Additional tasks may be required during the development of the area development plans such as renderings, conceptual design and engineering feasibility analysis, etc. Any additional services require written authorization by the City’s project manager. A scope/estimated fee will be negotiated at the time of the request for additional tasks. Additional services shall not exceed $10,000. TASK B - PADRE/MUSTANG ISLAND AREA DEVELOPMENT PLAN TASK 1 – PROJECT MEETINGS AND COMMUNITY ENGAGEMENT 1.1: Project Kickoff Meeting and Tour of Study Area (1 Meeting) Prior to initiating work, the Freese and Nichols, Inc. (FNI) team will conduct a kickoff meeting to discuss our understanding of the project, the project schedule, scope, communication methods, as well as request/receive any additional data that will be required for the study. The City staff should provide GIS files for the study area, background materials on any previous studies, current design standards, any updates to the comprehensive plan and land use ordinances. Recommended attendees include City EXHIBIT A Page 10 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 10 of 20 project manager and staff, and others that will ultimately guide the progress, findings and recommendations of the plans. The FNI team would also like to discuss the following items: • Project vision, goals, and objectives • Priorities for transportation, housing and land use improvements • Composition of the Advisory Committees • Public involvement strategies • Project expectations The City will provide a meeting location and will notify attending team members of the location and time for the meeting. Following the project kick-off meeting, the FNI team will participate in a City-led tour of each study area to discuss challenges, issues and opportunities. Deliverables: Meeting agenda, sign-in sheet, contact list, and summary notes 1.2: City Staff Progress Meetings The FNI team will conduct scheduled conference calls, as needed, with City staff to discuss project progress, key action items and responsibilities, and project schedule. Freese and Nichols will prepare an agenda and a checklist with action items, responsibilities and due dates for appropriate team members, and will schedule and notify attendees of the meetings via e-mail. Deliverables: Meeting agenda / checklist with key discussion items noted and action items. Meetings should be held at key milestones during the project. 1.3: Advisory Committee (3 Meetings) The Advisory Committee (AC) will be formed by the Client and facilitated by members of the FNI team. The AC will be composed of various stakeholders and has the primary responsibility of guiding the activities of the Plans and providing input into the process. The FNI team will meet with the AC at key points during the planning process to discuss key issues related to the development of the Area Development Plan. The City will be responsible for providing a venue for the Committee meetings and will notify Committee Members of meeting dates and times. The FNI team will provide agendas and materials for discussion at each meeting. The FNI team will: • Participate in three (3) AC meetings throughout the course of the project to update the Committee and get feedback on the process and preliminary recommendations • Assist with defining the planning process • Receive input from the Committee on a plan for obtaining broad community support EXHIBIT A Page 11 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 11 of 20 Deliverables – Meeting agendas, any meeting materials and summary notes with key discussion items noted and action items. Meetings should be held at key milestones during the project for a total of three (3) trips. 1.4: Community Engagement The foundation of the Area Development Plans will be community and stakeholder participation. Community and stakeholder involvement should be inclusive, creative and energetic. Our community engagement process is aimed at educating the various stakeholders and constituencies regarding the purpose of the ADP update, and garnering feedback and insight into community needs, perceptions, and interests. To bring the community into the process and keep them involved, the Freese and Nichols team will utilize a variety of input techniques. All fliers and surveys will be in English and Spanish. 1.4.1: Project Website and Social Media A project website, created and maintained by City staff, will provide information on the process, a list of events and information such as presentations and graphics as they are developed. The project website will be used to host a MetroQuest online community survey, to be advertised during the beginning of the project. We will also utilize the City’s Facebook and any other City social media accounts to keep the community informed of project updates, events, and to provide information on the importance of planning. The FNI team will provide content and materials to be posted to the project website and any other social media platforms the City desires to post project information. Deliverable – Development of content for the project website and social media, and creation of the MetroQuest online community survey 1.4.2: Community Engagement Meeting #1 (1 Meeting) The FNI team will facilitate one (1) community engagement meeting to share information about the project, gather community input, and generate further support for the plans. The purpose of this workshop will be to inform and engage the community in the planning process. Specifically, this workshop will explain the planning process, provide an update on the work completed to date, solicit input and feedback, and answer questions of concern and interest expressed by residents and business interests. A variety of engagement tools can be used during the process and will be discussed with City staff during the project kickoff. The Client will be responsible for printing flyers, printing postcards, identifying meeting participants, providing postage and mailing flyers and postcards, if desired. The FNI team will EXHIBIT A Page 12 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 12 of 20 facilitate one (1) community engagement meeting. Meeting space and locations to be determined and hosted by the Client. Deliverables – (1) Items for meeting agendas and preparation of boards or PowerPoint presentation to be used at meetings; (2) Flyer; (3) Summary of public involvement activities/results 1.4.3: Community Workshop (1 Day) The FNI team will facilitate a one-day community charette to allow citizens, stakeholders and business owners to provide ideas and think through solutions for any issues related to the respective Padre/Mustang Island area. This information will be collected through focus groups and/or stakeholder meetings. The FNI team will have expert planners to help provide information and address questions and comments during the workshop. The information gathered and produced during the community workshop will help support plan recommendations and implementation. Deliverables – (1) Materials and preparation of PowerPoint presentation to be used at meetings; (2) Flyer; (3) Summary of activities/results 1.4.4: Community Engagement Meeting #2 (1 Meeting) The Freese and Nichols team will present the Draft Area Development Plan to the community. City staff will be responsible for marketing and noticing, securing a venue. A second community survey will be administered at this time to receive feedback on the Draft Area Development Plan Deliverables – Items for meeting agendas, flyer, and preparation of boards or PowerPoint presentation to be used at meeting TASK 2 – EXISTING CONDITIONS AND ANALYSIS Building upon previous studies and plans, GIS data, and field observations, the Freese and Nichols team will inventory and analyze the existing land uses, transportation, housing, natural environment, and infrastructure within the study areas. 2.1: Analysis of Previous Studies and Plans The FNI team will collect and analyze existing studies and plans that relate to the study areas, such as the City of Corpus Christi Comprehensive Plan, Urban Transportation Plan, Adopted Zoning Regulations, current CIP, Infrastructure Plans, Parks and Open Space Plan/Improvements, Regulatory EXHIBIT A Page 13 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 13 of 20 Plan/Impacts, etc. The Client should provide copies of any existing studies and plans, if they are not available on the City’s website. 2.2: Existing Land Uses The mix and proximity of current residential and non-residential land uses will be evaluated, creating a baseline to understand the existing relationships. Recommendations and strategies to fill voids or enhance current connections will be evaluated after the existing land uses are mapped. Based on the existing land use assessment, land use demand/projections for the next five, ten and twenty years by land use type will be recommended. Deliverables – Map and explanation of the existing land use patterns within the Study areas; land use demand/projections for the next five, ten and twenty years 2.3: Pedestrian Connectivity and Transportation Evaluation The current pedestrian network will be documented and mapped, and potential gaps and needs evaluated with respect to proposed development/redevelopment projects. Future pedestrian connections will be identified based on the findings of the needs analysis and the desire to maintain logical, accessible connections. Bicycle facilities and potential trails are also important to multi-modal connectivity in Corpus Christi and will be identified in the study areas. The FNI team will review existing documents and data related to pedestrian connectivity, mobility and the overall transportation network. We will document the study area’s transportation systems and data based on information from existing sources or obtained from field visits. • Transportation system evaluation • Existing and planned bike facilities • Existing sidewalk facilities • Existing traffic volumes from available data, traffic control and roadway geometry • Parking Deliverables – Map or illustrate existing conditions related to the outline items above, and develop findings, analysis and recommendations 2.4: Infrastructure and Natural Environment EXHIBIT A Page 14 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 14 of 20 The study will evaluate existing infrastructure and the natural environment in the study areas, and its effects on existing and future land uses. Lifecycle cost of infrastructure will also be evaluated to determine maintenance and replacement cost, annualize those costs, and compare to annual revenues intended to fund those costs. Infrastructure to be considered is roadways, water, wastewater and stormwater. Deliverables – Map or illustrations of existing conditions related to the outline items above, and develop findings, analysis and recommendations 2.5: Housing and Neighborhoods Assessment The assessment of housing and neighborhoods will provide the strengths, weaknesses, challenges and opportunities of neighborhoods. The high-level assessment will explore potential neighborhood programs and strategies, allowing the City to utilize its neighborhood resources more efficiently and effectively. We will also explore housing demand and explore housing needs. This assessment will tie into the land use recommendations for, multifamily, single-family, and missing middle housing. Deliverables – Housing and neighborhood assessment identifying characteristics, assets, issues, challenges and opportunities of neighborhoods within each study area T ASK 3 – PRELIMINARY RECOMMENDATIONS, CONCEPTUAL AND IMPLEMENTATION PLANS Utilizing data from Task 2, stakeholder and community input, professional experience with other successful implementation strategies, the team will formulate recommendations, conceptual and implementation plans for in each study area. The plans will focus on land use, housing, transit/transportation, and other strategic investment opportunities that seek to capitalize on the area's assets. The plans will include policy strategies aimed at encouraging private investment consistent with the City's goals for development and redevelopment within the Study areas. A key component of the plan will be specific implementation steps and necessary capital improvement recommendations. 3.1: Conceptual Plan or Renderings The conceptual plans will help promote the vision and guide implementation in each study area. The FNI team will prepare two-dimensional exhibits, building upon the ideas generated in prior meetings. The concept plan(s) will be created with a development program of recommendations from information collected in Tasks 1-3. The conceptual plan(s) will show the physical buildout and/or future land uses of development in key areas within the Study areas. The conceptual plan will become either map exhibits EXHIBIT A Page 15 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 15 of 20 or illustrations that will support the policy, strategies, and recommendations developed during the process. Deliverable: Conceptual plan illustrating future land uses, proposed infill, streetscapes and transportation, housing, infrastructure, and key planning strategies 3.2: Implementation Plan The implementation plan will consist of the following primary areas: •An assessment and recommendations of the most likely land uses, and development/ redevelopment opportunities given the existing conditions and infrastructure lifecycle cost analysis. Recommendations will be accompanied by partnership opportunities, potential funding sources, and the projected timeframe for implementation. Projects with the potential for immediate implementation will be identified and prioritized, as well as catalyst projects with the potential for addressing multiple goals and kickstarting investment. •Policy recommendations aimed at establishing a regulatory and incentive structure that encourages the implementation of the recommendations will be provided. These strategies will include incentive tools that encourage private investment and public-private partnerships. •A list of proposed capital improvements that support the proposed redevelopment recommendations. Special attention will be given to matching potential catalytic public infrastructure projects with priority private development catalyst projects and existing infrastructure plans to achieve the largest impact. Projects will be identified with community input for short-term (1-5 years), mid-term (5-10 years), and long-term (10+ years) implementation timeframes. Deliverable: An implementation plan structured into a coordinated action program. The implementation plan will identify action items, priorities, potential funding options, partners, and timeline T ASK 4 – DRAFT PADRE/MUSTANG ISLAND AREA DEVELOPMENT PLAN 4:1: Draft Report The Freese and Nichols team will prepare draft Area Development Plans, documenting the work outlined in the previous tasks. The draft Area Development Plans will be provided via email. The FNI team will provide a digital formatted copy for review. The draft study will be submitted to the City of Corpus Christi and Advisory Committee for review. The draft study should include, but is not limited to, EXHIBIT A Page 16 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 16 of 20 the following: an acknowledgment page, a table of contents, figures and tables, an executive summary, the findings of tasks one through three, conclusion, and appendices as needed. A reasonable review period will be requested from the Client, as well as, one point-of-contact to collect all comments to be submitted to the Freese and Nichols Team. City staff will review and make comments/edits prior to the Advisory Committee’s review of the draft plan. Deliverables: Draft plan in electronic format for review; maps that are a part of the draft report will be submitted as separate files; existing conditions maps and policy level planning items such as land use, zoning or major transportation route recommendations will be prepared in GIS format; site specific recommendations such as conceptual planning will be prepared in AutoCAD format; and no more than three (3) revisions of the plans TASK 5 – FINAL PADRE/MUSTANG ISLAND AREA DEVELOPMENT PLAN 5:1: Final Report Upon completion of review of the draft Area Development Plans, the FNI team will prepare the final Padre/Mustang Island Area Development Plan. The Final Study should include, but is not limited to, the following: an acknowledgment page, a table of contents, figures and tables, an executive summary, the findings of tasks one through three, conclusion, and appendices as needed. The Final Study will be high quality with clear images and illustrations with written text. All maps and tables will be properly cited and contain keys when appropriate. The Freese and Nichols team will apply its internal quality assurance controls to achieve a high-quality Final Study. A reasonable review period will be requested from the Client, as well as, one point-of-contact to collect all comments to be submitted to the Freese and Nichols Team. The Freese and Nichols team will attend one (1) Community Engagement Meeting #2. At this meeting, the Consultant will present the planning scope, process, findings and final recommendations for adoption. If additional meetings are necessary, the Client agrees to conduct the meetings or negotiate additional services with the Consultant. After adoption by the Corpus Christi City Council, the Freese and Nichols team will provide the Final Study using Adobe InDesign along with all project files such as GIS shapefiles, meeting minutes, survey results, etc. EXHIBIT A Page 17 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 17 of 20 Deliverables: Electronic submittal of study for one (1) final review; one (1) final presentations for City adoption; final Corpus Christi Area Development Plans (one high-resolution and one low-resolution electronic format file ); two (2) flash drives or a web-based file sharing platform containing electronic files of final study in InDesign and as a PDF, maps, photos and graphics, and all other project files; existing conditions maps and policy level planning items such as land use, zoning or major transportation route recommendations will be prepared in GIS format; site specific recommendations such as conceptual planning will be prepared in AutoCAD format Revisions: Revision One (Draft Plan to City Staff); Revision Two (Draft to Advisory Committee); Revision Three (Draft to Public, possible revisions); Final Draft (Possible revisions during the adoption process) TASK 6 – MEETING PREPARATION 6:1: Meeting Preparation Prior to meetings and community engagements under Task 1, the planning team will prepare presentations, boards, agendas, meeting summaries, map exhibits, surveys, fliers, etc. Any revisions and edits of prepared items listed will be completed under this task. TASK 7 – PROJECT MANAGEMENT 7:1: Project Management Project management, both external and internal, includes one-page status reports, project invoicing, planning team management, and client communications. TASK 8 – PROJECT EXPENSES 8:1: Project Expenses Any project expenses related to meeting materials, equipment and travel expenses. TASK 9 – ADDITIONAL SERVICES Additional tasks may be required during the development of the area development plans such as renderings, conceptual design and engineering feasibility analysis, etc. Any additional services require EXHIBIT A Page 18 of 22 City of Corpus Christi – Flour Bluff and Padre/Mustang Island Area Development Plans Scope of Work Page 18 of 20 written authorization by the City’s project manager. A scope/estimated fee will be negotiated at the time of the request for additional tasks. Additional services shall not exceed $15,000. SCHEDULE The scope of work for both area development plans will begin January 2020 and be completed by December 2020. Advisory Committee and Community Engagement meetings for both the Flour Bluff and Padre/Mustang Island Area Development Plans will be held either on the same day or during a single trip in order to meet project schedule and budget. COMPENSATION: Freese and Nichols agrees to perform the professional services outlined in the Scope of Work for a lump sum fee of $225,000, and as outlined in the summary of fees table below. SUMMARY OF FEES Task A - Flour Bluff Area Development Plan (19058A) Task Fee Task 1 - Project Meetings and Community Engagement $21,187.50 Task 2 – Existing Conditions and Analysis $14,753.50 Task 3 - Preliminary Recommendations, Conceptual & Implementation Plan $12,771.50 Task 4 - Draft Flour Bluff and Padre/Mustang Island Area Development Plan $18,698.50 Task 5 - Final Flour Bluff and Padre/Mustang Island Area Development Plan $6,881.50 Task 6 – Meeting Preparation $13,327 Task 7 – Project Management $7,480.50 Task 8 – Project Expenses $4,900 Task 9 – Additional Services (allowance) $10,000 Task A Subtotal: $110,000 Task B – Padre/Mustang Island Area Development Plan (19059A) Task Fee Task 1 - Project Meetings and Community Engagement $21,187.50 Task 2 – Existing Conditions and Analysis $14,753.50 Task 3 - Preliminary Recommendations, Conceptual & Implementation Plan $12,771.50 Task 4 - Draft Flour Bluff and Padre/Mustang Island Area Development Plan $18,698.50 Task 5 - Final Flour Bluff and Padre/Mustang Island Area Development Plan $6,881.50 Task 6 – Meeting Preparation $13,327 Task 7 – Project Management $7,480.50 Task 8 – Project Expenses $4,900 Task 9 – Additional Services (allowance) $15,000 Task B Subtotal: $115,000 Total Authorized Fee $225,000 EXHIBIT A Page 19 of 22 FM 70 PK RD 22FM 1694FM 2444 FM 43 HWY 286PORTUP RI V E R STATE HWY 361FM 665 MAIN HWY 44 HWY 181FM 24FM 763FM 2725YO R K T O W N MC A R D L E R DSANTA FE S TRAND MORGANCLARKWOODCR 34 GL E N O A K D RVIOLET RDJ F K E N N E D Y C A U S E W A Y WHITECAP BLVD FM 665 SH 44MCKINZIE RDBEAR LN TANCAHUAEVERHART RDHO L L Y R D AGNES ST HO L L Y R D LEOPARD ST DIVI S I O N R D GR A H A M R D RA M F I E L D R DHWY 286Copyright:© 2014 Esri Legend Flour Bluff Padre/Mustang Island City Limits CITY OF CORPUS CHRISTI ¯ 0 3 6 9 12MilesEXHIBIT A Page 20 of 22 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TASK 1 - PROJECT MEETINGS AND COMMUNITY ENGAGEMENT 1.1: Project Kickoff Meeting and Area Developments Tour (1 Meeting) 1.2: City Staff Progress Meetings 1.3: Advisory Committee (3 Meetings) 1.4: Community Engagement 1.4.1: Project Website and Social Media 1.4.2: Community Engagement Meeting #1 (1 Meeting) 1.4.3: Community Workshop (1 Days) 1.4.4: Community Engagement Meeting #2 (1 Meeting) TASK 2 – EXISTING CONDITIONS AND ANALYSIS 2.1: Analysis of Previous Studies and Plans 2.2: Existing Land Uses 2.3: Pedestrian Connectivity and Transportation Evaluation 2.4: Infrastructure and Natural Environment 2.5: Housing and Neighborhoods Assessment TASK 3 – PRELIMINARY RECOMMENDATIONS, CONCEPTUAL AND IMPLEMENTATION PLANS 3.1: Prepare Conceptual Plan 3.2: Prepare Implementation Plan TASK 4 – DRAFT FLOUR BLUFF AREA DEVELOPMENT PLAN 4.1 Draft Report for Flour Bluff Area Development Plan TASK 5 – FINAL FLOUR BLUFF AREA DEVELOPMENT PLAN 5.1 Finalize Report for Flour Bluff Area Development Plan * TASK 6 – MEETING PREPARATION 6.1 Meeting Preparation TASK 7 – PROJECT MANAGEMENT 7.1 Project Management TASK 8 – PROJECT EXPENSES 8.1 Project Expenses Status Proposed Project Schedule: Corpus Christi Flour Bluff Area Development Plan DateItem, Meeting or Task Product 2020 Prepared by Freese and Nichols, Inc.Updated 7/1/2019 3:59 PMEXHIBIT A Page 21 of 22 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TASK 1 - PROJECT MEETINGS AND COMMUNITY ENGAGEMENT 1.1: Project Kickoff Meeting and Area Developments Tour (1 Meeting) 1.2: City Staff Progress Meetings 1.3: Advisory Committee (3 Meetings) 1.4: Community Engagement 1.4.1: Project Website and Social Media 1.4.2: Community Engagement Meeting #1 (1 Meeting) 1.4.3: Community Workshop (1 Days) 1.4.4: Community Engagement Meeting #2 (1 Meeting) TASK 2 – EXISTING CONDITIONS AND ANALYSIS 2.1: Analysis of Previous Studies and Plans 2.2: Existing Land Uses 2.3: Pedestrian Connectivity and Transportation Evaluation 2.4: Infrastructure and Natural Environment 2.5: Housing and Neighborhoods Assessment TASK 3 – PRELIMINARY RECOMMENDATIONS, CONCEPTUAL AND IMPLEMENTATION PLANS 3.1: Prepare Conceptual Plan 3.2: Prepare Implementation Plan TASK 4 – DRAFT Padre/Mustang Island AREA DEVELOPMENT PLAN 4.1 Draft Report for Padre/Mustang Island Area Development Plan TASK 5 – FINAL Padre/Mustang Island AREA DEVELOPMENT PLAN 5.1 Finalize Report for Padre/Mustang Island Area Development Plan * TASK 6 – MEETING PREPARATION 6.1 Meeting Preparation TASK 7 – PROJECT MANAGEMENT 7.1 Project Management TASK 8 – PROJECT EXPENSES 8.1 Project Expenses Status Proposed Project Schedule: Corpus Christi Padre/Mustang Island Area Development Plan DateItem, Meeting or Task Product 2020 Prepared by Freese and Nichols, Inc.Updated 7/2/2019 11:12 AMEXHIBIT A Page 22 of 22 Sample form for: Payment Request AE Contract Revised 02/01/17 COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services:Contract Amd No. 1 Amd No. 2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O & M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD TBD TBD TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5% Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 $9,997.00 23.1% Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M).Exhibit BPage 1 of 1 Exhibit B-1 Confidential Rate Sheet Page 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SHEET Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPALS: The Consultant must provide documentation with each payment request that clearly indicates how a Principal’s time is allocated and the justification for that allocation. PRINCIPAL(S): HOURLY RATE ($/hr) TX REGISTRATION #: Project Consultant: CAD Technician: Clerical: Other – specify: SUBCONSULTANT(S): (firm) Principal(s): Project Consultant: CAD Technician: Clerical Other – specify: Add additional subconsultants as needed. 1 Rev 04/17 Exhibit C Page 1 of 2 EXHIBIT C Insurance Requirements Pre-Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City’s Risk Manager. A waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting 2 Rev 04/17 Exhibit C Page 2 of 2 from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder; 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor’s performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 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: Freese and Nichols, Inc. P. O. BOX: STREET ADDRESS: 800 N. Shoreline, Suite 1600N CITY: Corpus Christi ZIP: 78401- FIRM IS: 1. Corporation 2. Partnership 3. Sole Owner 4. Association 5. Other ____________________________________ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each “employee” of the City of Corpus Christi having an “ownership interest” constituting 3% or more of the ownership in the above named “firm.” Name Job Title and City Department (if known) N/A N/A 2. State the names of each “official” of the City of Corpus Christi having an “ownership interest” constituting 3% or more of the ownership in the above named “firm.” Name Title N/A N/A 3. State the names of each “board member” of the City of Corpus Christi having an “ownership interest” constituting 3% or more of the ownership in the above named “firm.” Name Board, Commission or Committee N/A N/A 4. State the names of each employee or officer of a “consultant” for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an “ownership interest” constituting 3% or more of the ownership in the above named “firm.” Name Consultant N/A N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Ron Guzman, P.E. Title: Vice President/Principal (Type or Print) Signature of Certifying Person: Date: July 18, 2019 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. DATE:August 12, 2019 TO:Peter Zanoni, City Manager FROM:Miles Risley, City Attorney MilesR@cctexas.com (361)826-3360 CAPTION: Resolution of the City of Corpus Christi, Texas finding that AEP Texas Inc.’s (AEP) requested electric transmission and distribution rates and charges within the city should be denied; finding that the City’s reasonable rate case expenses shall be reimbursed by AEP; requiring reimbursement of rate case expenses; finding that the meeting at which this resolution is passed is open to the public as required by law; and requiring notice of this resolution to AEP. PURPOSE: To deny the rate change application proposed by AEP Texas. BACKGROUND AND FINDINGS: Cities have traditionally had exclusive original jurisdiction over the rates of an electric utility. On May 1, 2019, AEP Texas Inc. (“AEP Texas” or “Company”) filed an application with cities retaining original jurisdiction to increase system-wide distribution rates by $38.3 million per year (an increase of 4.2%) and decrease system-wide transmission rates by $3.16 million (a decrease of 0.7%). According to AEP Texas, the impact of this approval on an average residential customer would be an increase of about $4.75 per month for customers in the Central Division, and a decrease of $5.01 for customers in the North Division. The City of Corpus Christi customers are in the Central Division. On May 21, 2019, in City Resolution 031766, AEP Texas’ rate request was suspended from taking effect for 90 days, the fullest extent permissible under the law. This time period has permitted the City, through its participation with Cities Served by AEP Texas (“the Cities”), to determine that the proposed rate increase is unreasonable. Consistent with the evaluations and recommendations of experts engaged by the Cities, AEP request for a rate increase should be denied before September 3, 2019. Accordingly, the purpose of the Resolution is to deny the rate change application proposed by AEP Texas and require AEP Texas to maintain its existing rates within the City. In addition, the Resolution provides that the Cities’ reasonable rate case expenses shall be reimbursed by AEP Texas within 30 days of presentation of AEP Texas, Inc. Rate Case AGENDA MEMORANDUM Action Item for the City Council Meeting August 20, 2019 an invoice to AEP Texas. AEP may appeal the City’s denial of the requested rate increase to the Public Utilities Commission. EXPLANATION OF RESOLUTION SECTIONS: 1. This section finds that AEP’s application is unreasonable and should be denied. 2. This section requires AEP to maintain its existing rates within the City. 3. This section states that the Cities’ reasonable rate case expenses shall be reimbursed by AEP within 30 days of presentation of an invoice to AEP. 4. This section recites that the Resolution was passed at a meeting that was open to the public and that the consideration of the Resolution was properly noticed. 5. This section provides that the City will notify counsel for AEP and counsel for Cities of the City’s action by sending a copy of the approved and signed Resolution to the City’s outside attorneys for this case, which is Lloyd Gosselink Rochelle & Townsend, who have traditionally represented Cities in their efforts to require proper justification for rate increases imposed by monopoly electric providers of transmission and distribution service to Texans. Corpus Christi does not pay the legal expenses. Instead, they are paid for by ratepayers pursuant to Section 3 above. ALTERNATIVES: Approve the requested rate change OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: This agenda item conforms to City policy. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: 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 Funding Detail: N/A Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Approve the Resolution to deny the requested rate LIST OF SUPPORTING DOCUMENTS: Resolution 7886931 1 RESOLUTION NO. ____________________ A RESOLUTION OF THE CITY OF CORPUS CHRISTI, TEXAS FINDING THAT AEP TEXASINC.’S(AEP) REQUESTED ELECTRIC TRANSMISSION AND DISTRIBUTION RATES AND CHARGES WITHIN THE CITY SHOULD BE DENIED; FINDING THAT THE CITY’S REASONABLE RATE CASE EXPENSES SHALL BE REIMBURSED BY AEP; REQUIRING REIMBURSEMENT OF RATE CASE EXPENSES; FINDING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; REQUIRING NOTICE OF THIS RESOLUTION TO AEP WHEREAS, on or about May 1, 2019, AEP Texas Inc. (“AEP Texas” or “Company”), pursuant to Public Utility Regulatory Act (“PURA”) §§ 33.001 and 36.001 filed with the City of Corpus Christi, Texas (“City”) a Statement of Intent to change electric delivery rates in all municipalities exercising original jurisdiction within its service area, effective June 5, 2019; and WHEREAS, the City is an electric utility customer of AEP Texas and a regulatory authority with exclusive original jurisdiction over the rates and charges of AEP Texas within the City; and WHEREAS, the City is a member of the Cities Served by AEP Texas (“Cities”), a membership of similarly situated cities served by AEP Texas that have joined together to efficiently and cost effectively review and respond to electric issues affecting rates charged in AEP Texas’ service area; and WHEREAS, Cities is an intervenor in the parallel proceeding at the Public Utility Commission of Texas to review AEP Texas’ filing in Docket 49494 ; and WHEREAS, pursuant to its exclusive original jurisdiction over AEP Texas’ rates and operations within city limits, the City previously suspended the effective date of the Company’s requested rate increase; and WHEREAS,PURA § 33.023 provides that costs incurred by cities in ratemaking activities are to be reimbursed by the regulated utility; and WHEREAS, the City’s attorneys and consultants recommend that the City deny the application. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the rates proposed by AEP Texas in an application submitted to the City by the Company on or about May 1, 2019, are hereby found to be unreasonable, and are denied. 7886931 2 SECTION 2. That the Company shall continue to charge its existing rates for transmission and distribution service to customers with the City. SECTION 3. That Cities’ reasonable rate case expenses shall be reimbursed by AEP Texas within 30 days of presentation of an invoice to AEP Texas. SECTION 4. That it is hereby officially found and determined that the meeting at which this Resolution is passed is open to the public as required by law, and that the public notice was given of the time, place, and purpose of said meeting, as required. SECTION 6. A copy of this Resolution shall be sent to AEP Texas, care of Jennifer Frederick, American Electric Power Company, 400 West 15th Street, Suite 1520, Austin, Texas 78701 (jjfrederick@aep.com), and to Thomas Brocato at Lloyd Gosselink Rochelle & Townsend, P.C., 816 Congress Avenue, Suite 1900, Austin, Texas 78701 (tbrocato@lglawfirm.com). PASSED AND APPROVED this __________ day of ___________________, 2019. _________________________________ Joe McComb Mayor ATTEST: __________________________________ Rebecca Huerta City Secretary APPROVED AS TO FORM: ___________________________________ Miles Risley City Attorney 7886931 3 Corpus Christi, Texas _________ day of ___________________, 2019 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:August 20, 2019 TO:Peter Zanoni, City Manager FROM:Jim Davis, Director of Asset Management JimD@cctexas.com (361) 826-1919 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Resolution authorizing a five-year supply agreement with Corpus Christi Freightliner, Inc. of Corpus Christi, Texas, for the purchase of parts needed to conduct repairs for Freightliner, Western Star and Sterling equipment. Freightliner includes refuse trucks, brush trucks, self-loading brush trucks and dump trucks. Western Star includes tractors for refuse handling tractor/trailers. Sterling includes vacuum trucks. The total amount for these parts is a not to exceed $1,238,000.00, effective upon issuance of notice to proceed, with first-year funding of $20,633.30 through the Fleet Maintenance Service Fund. PURPOSE: This item is to approve a five-year supply agreement for Freightliner, Western Star and Sterling equipment parts that are stocked and utilized by the Asset Management Department in the maintenance of the City’s equipment. BACKGROUND AND FINDINGS: The Asset Management Department utilizes Freightliner, Western Star and Sterling equipment parts for the repair and maintenance of this associated equipment as discussed above, e.g. refuse trucks, brush trucks, dump trucks, refuse handling tractor/trailer equipment, and vacuum trucks. Use of these parts is essential to effect necessary and timely repairs. Asset Management performs the majority of vehicle and Parts for Freightliner, Western Star and Sterling Equipment AGENDA MEMORANDUM Action Item for the City Council Meeting of August 20, 2019 equipment repairs in-house. In view of this, acquisition of these parts is essential to ensure the prosecution of a successful and timely maintenance effort of this equipment. Furthermore, a ready supply of these parts will ensure a continued high operational readiness of Freightliner, Western Star and Sterling equipment. These parts are unique to Freightliner, Western Star and Sterling equipment. Corpus Christi Freightliner, Inc. is the fully authorized sole source provider for these parts. 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: Contracts and Procurement FINANCIAL IMPACT: X Operating □ Revenue □ Capital □Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $3,191,731.00 $1,217,366.70 $4,409,097.70 Encumbered / Expended Amount $1,970,301.76 $0.00 $1,970,301.76 This item $20,633.30 $1,217,366.70 $1,238,000.00 BALANCE $1,200,795.94 $0.00 $1,200,795.94 Funding Detail: Fund: 5110 Fleet Maint Svc Organization/Activity: 40180 Parts Room Operation Mission Element: 202 Maintain the Fleet Project # (CIP Only): N/A Account: 520210 Cost of Goods Sold RECOMMENDATION: Staff recommends approval of the item as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Supply Agreement Page 1 of 2 Resolution authorizing a five-year supply agreement with Corpus Christi Freightliner, Inc. of Corpus Christi, Texas, for the purchase of parts needed to conduct repairs for Freightliner, Western Star and Sterling equipment. Freightliner includes refuse trucks, brush trucks, self-loading brush trucks and dump trucks. Western Star includes tractors for refuse handling tractor/trailers. Sterling includes vacuum trucks. The total amount for these parts is a not to exceed $1,238,000.00, effective upon issuance of notice to proceed, with first- year funding of $20,633.30 through the Fleet Maintenance Service Fund. WHEREAS, the Parts for Freightliner, Western Star and Sterling equipment will be purchased for use by Asset Management personnel; WHEREAS, this item is for Freightliner, Western Star and Sterling equipment parts used by Asset Management personnel to repair City vehicles and equipment; 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 provide to preserve or protect the public health and safety of the municipality’s residents; and 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 five-year supply agreement with Corpus Christi Freightliner, Inc. of Corpus Christi, Texas for the purchase of Parts for Freightliner, Western Star and Sterling equipment, for a total amount not to exceed $1,238,000.00. Page 2 of 2 The above resolution was passed by the following vote: Joe McComb _______________________ Rolando 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 CONTRACTS AND PROCUREMENT BUYER: CINDY RAMOS Estimated Spend + Markup Freightliner, Western Star and Sterling Equipment parts markup $200,000 23.8%$247,600 5 Yr $1,238,000 $1,238,000 GRAND TOTAL Supply Agreement for Freightliner, Western Star and Sterling Equipment Parts Sole Source -Corpus Christi Freightliner, Inc., Corpus Christi, TX Price Sheet DESCRIPTION Annual Estimated Spend Markup (%)Qty Unit Total DATE:August 20, 2019 TO:Peter Zanoni, City Manager FROM:Jim Davis, Director of Asset Management JimD@cctexas.com (361) 826-1919 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Resolution authorizing a five-year service agreement with Corpus Christi Freightliner, Inc. of Corpus Christi, Texas, for repairs at Vendor facilities of Freightliner, Western Star and Sterling equipment. Freightliner includes refuse trucks, brush trucks, self-loading brush trucks and dump trucks. Western Star includes tractors for refuse handling tractor/trailers. Sterling includes vacuum trucks. The service agreement is to be effective October 1, 2019 for a total amount not to exceed $3,686,600.00, with first-year funding in the amount of $737,320.00 through the Fleet Maintenance Service Fund. PURPOSE: This item is to approve a five-year service agreement for repairs of Freightliner, Western Star and Sterling equipment to be utilized by the Asset Management Department in the maintenance of City’s equipment. BACKGROUND AND FINDINGS: The City’s Asset Management Department maintains Freightliner, Western Star, and Sterling equipment for City Departments. These vehicles are primarily involved with refuse collection, brush collection, and vacuum truck operations as stated above. Off- site repairs, repairs at the Corpus Christi Freightliner, Inc. shop, occur selectively when on-site maintenance requirements for equipment other than Freightliner, Western Star and Sterling require immediate attention and the workload at Fleet Maintenance precludes our mechanics working on Freightliner, Western Star and Sterling equipment Repairs at Vendor Facilities for Freightliner, Western Star and Sterling Equipment AGENDA MEMORANDUM Action Item for the City Council Meeting of August 20, 2019 at that time. Repairs at vendor facilities are then used. It should be pointed out, that prompt repair of this type of equipment is dictated by the health and public safety requirements normally associated with refuse and brush trucks. Corpus Christi Freightliner, Inc. is the fully authorized sole source provider for these repairs. 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 $1,781,652.79 $3,686,600.00 $5,468,252.79 Encumbered / Expended Amount $481,942.29 $0.00 $481,942.29 This item $0.00 $3,686,600.00 $3,686,600.00 BALANCE $1,299,710.50 $0.00 $1,299,710.50 Funding Detail: Fund: 5110 Fleet Maint Svc Organization/Activity: 40170 Fleet Operations Mission Element: 202 Maintain the Fleet Project # (CIP Only): N/A Account: 530100 Vehicle Repairs RECOMMENDATION: Staff recommends approval of the item as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet Service Agreement Page 1 of 2 Resolution authorizing a five-year service agreement with Corpus Christi Freightliner, Inc. of Corpus Christi, Texas, for repairs at vendor facilities of Freightliner, Western Star and Sterling equipment. Freightliner includes refuse trucks, brush trucks, self-loading brush trucks and dump trucks. Western Star includes tractors for refuse handling tractor/trailers. Sterling includes vacuum trucks. The service agreement is to be effective October 1, 2019 for a total amount not to exceed $3,686,600.00, with first-year funding in the amount of $737,320.00 through the Fleet Maintenance Service Fund. WHEREAS, the Freightliner, Western Star and Sterling equipment repairs will be utilized by Asset Management personnel; WHEREAS, this item is for Freightliner, Western Star and Sterling equipment repairs utilized by Asset Management personnel for off-site repairs of City equipment; 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 provide to preserve or protect the public health and safety of the municipality’s residents; and 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 five-year service agreement with Corpus Christi Freightliner Inc. of Corpus Christi, Texas for off-site repairs of Freightliner, Western Star and Sterling equipment, to be effective October 1, 2019 for a total amount not to exceed $3,686,600.00. Page 2 of 2 The above resolution was passed by the following vote: Joe McComb _______________________ Rolanda 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 CONTRACTS AND PROCUREMENT BUYER: CINDY RAMOS Item Description UNIT 5 Year Qty UNIT PRICE EXTENDED PRICE 1 Labor rate for repairs Hour 11,300 $140.00 $1,582,000.00 Mark Up %Estimated Spend + Mark Up 2 Markup - parts and materials 23.80%$2,104,600.00 $3,686,600.00 Estimated Spend $1,700,000 Grand Total Supply Agreement for Freightliner, Western Star and Sterling Off-site Repairs Sole Source Price Sheet Corpus Christi Freightliner, Inc. Corpus Christi, TX DATE:July 23, 2019 TO:Peter Zanoni, City Manager FROM:Nina Nixon-Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 CAPTION: Case No: 0619-02 Texas State Roofing Company, LLC (District 2). Ordinance rezoning property at or near 916 South Alameda 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 installation of a monopole Cell Tower. BACKGROUND AND FINDINGS: The subject property is 2,500 sq. ft. in size. The applicant is proposing to install a monopole Cell Tower. The current “CG-2” General Commercial District allows apartments, restaurants, mini- storage, bars, and vehicles sales/repair. The “CG-2/SP” General Commercial District with a Special Permit will allow the monopole Cell Tower. Mailing Notification Number of Notices Mailed 16 within 200-foot notification area 5 outside notification area As of August 12, 2019: In Favor 7 inside notification area 0 outside notification area In Opposition 0 inside notification area 0 outside notification area Totaling 23.18% of the land within the 200-foot notification area in favor. Rezoning a portion of property at or near 916 South Alameda Street. AGENDA MEMORANDUM Public Hearing/First Reading Ordinance for the City Council Meeting 8/20/2019 Second Reading Ordinance for the City Council Meeting 8/27/2019 ALTERNATIVES: 1. Denial of the change of zoning from the from the “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit with condition. 2. Approve the request of the “CG-2/SP” General Commercial District with a Special Permit without condition. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Downtown Area Development Plan and is planned for Mixed Use. The proposed rezoning to the “CG-2/SP” General Commercial District with Special Permit is consistent with the Future Land Use Map. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission 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 Funding Detail: Fund:N/A Organization/Activity: N/A Mission Element:N/A Project #:N/A Account:N/A RECOMMENDATION: Planning Commission and Staff Recommendation (June 26, 2019): 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 a condition. Condition: Provide an engineering drawing prepared, signed and sealed by a Texas licensed professional engineer, that the proposed cell tower will be able to withstand a sustained wind speed of 130 mph. Vote Results: For: 8 Opposed: 0 Absent: 0 Abstained:0 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No: 0619-02 Texas State Roofing Company, LLC: Ordinance rezoning property at or near 916 South Alameda 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 Texas State Roofing Company, LLC (“Owner”), for an amendment to the City of Corpus Christi’s Unified Development Code (“UDC”) and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, June 26, 2019, 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, August 20, 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 Texas State Roofing Company, LLC (“Owner”), the Unified Development Code (“UDC”) of the City of Corpus Christi, Texas (“City”), is amended by changing the zoning on a property described as being a portion of Lot 8, Johnson Addition, for zoning purposes, at or near 916 South Alameda (located along the east side of South Alameda Street, south of Coleman Avenue, and north of Buford Street) from the “CG-2” General Commercial District to the “CG-2/SP” General Commercial District with a Special Permit,(Zoning Map No. 045043), 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 condition listed below: Condition:To Provide an engineering drawing prepared, signed and sealed by a Texas licensed professional engineer, that the proposed cell tower will be able to withstand a sustained wind speed of 130 mph. 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 Page 2 of 5 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\2019\0619-02 Texas Roofing Company, LLC\Council Documents\Ordinance (ON) - 0619-02 Texas Roofing Company.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 Page 5 of 5 Exhibit B City Council Presentation August 20, 2019 Zoning Case #0619-02 Texas Roofing Company, LLC Rezoning for a Property at 916 South Alameda Street 2 Aerial Overview Subject Property at 916 S. Alameda Street 3 N 4.62 Acre Remainder 4 Zoning Pattern 5 Planning Commission and Staff Recommendation 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. Condition Provide an engineering drawing prepared, signed and sealed by a Texas licensed professional engineer, that the proposed cell tower will be able to withstand a sustained wind speed of 130 mph. 6 Public Notification 16 Notices mailed inside 200’ buffer 2 Notices mailed outside 200’ buffer Notification Area Opposed: 0 (0.00%) In Favor: 7 (23.18) OO OOOO O Set-back Requirement 7 130 feet 180 feet Required Cell Tower 8 9 Utilities Water: 8-inch C900 Wastewater: 8-inch VCP Gas: 2-inch Service Line Storm Water: On-street inlets Site Plan 10 DATE:July 22, 2019 TO:Peter Zanoni, City Manager FROM:Nina Nixon-Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 CAPTION: Zoning Case No. 0519-03 Sergio and Magali Martinez (District 1). Ordinance rezoning property at or near 2934 Highland Avenue from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District. PURPOSE: The purpose of this item is to allow for the construction of a Single-Family Home. BACKGROUND AND FINDINGS: The subject property is 0.35 acres in size. The owner is proposing a Single-Family Home. The current zoning is “CN-1” Neighborhood Commercial District and permits apartments, office, hotels, restaurants and retail. The “RS-6” Single-Family District allows Single-Family homes on a minimum 6,000 square foot lot. Mailing Notification As of August 12, 2019: Number of Notices Mailed 52 within 200-foot notification area 6 outside notification area In Favor 1 inside notification area 0 outside notification area In Opposition 0 inside notification area Rezoning property at or near 2934 Highland Avenue AGENDA MEMORANDUM Public Hearing/First Reading Ordinance for the City Council Meeting 8/20/2019 Second Reading Ordinance for the City Council Meeting 8/27/2019 0 outside notification area Totaling 0.242% of the land within the 200-foot notification area in favor. ALTERNATIVES: 1. Deny the request of “RS-6” Single-Family 6 District. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Northwest Area Development Plan. The proposed rezoning to the “RS-6” Single-Family 6 District is generally consistent with the adopted Comprehensive Plan (Plan CC) and consistent with the Future Land Use Map. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission 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 Funding Detail: Fund:N/A Organization/Activity:N/A Mission Element:N/A Project #:N/A Account:N/A RECOMMENDATION: Planning Commission and Staff Recommendation (June 26, 2019): Approval of the change of zoning from the “CN-1” Neighborhood Commercial District to the “RS- 6” Single-Family 6 District. Vote Results: For: 8 Opposed: 0 Absent: 0 Abstained:0 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0519-03 Sergio and Magali Martinez. Ordinance rezoning property at or near 2934 Highland Avenue from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Sergio and Magali Martinez (“Owner”), for an amendment to the City of Corpus Christi’s Unified Development Code (“UDC”) and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, June 26, 2019, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District and on Tuesday, August 20, 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 Sergio and Magali Martinez (“Owner”), the Unified Development Code (“UDC”) of the City of Corpus Christi, Texas (“City”), is amended by changing the zoning on a property described as being a total of 0.35 acres (15,040.51sf.) tract of land, numbered Lot 21AR, Block 6, Montrose Park Addition, a map or plat recorded in volume 68, page 304 of the Map Records Nueces County, Texas, for rezoning purposes only, located on the east side intersection of Duncan Street and Highland Avenue, (the “Property) from the “CN-1” Neighborhood Commercial District to the “RS-6” Single-Family 6 District, (Zoning Map No. 047043), 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\2019\0519-03 Sergio and Magali Martinez \Council Documents\Ordinance_0519-03 Sergio and Magali Martinez.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 Page 5 of 5 Exhibit B City Council Presentation August 20, 2019 Zoning Case #0519-03 Sergio and Magali Martinez Rezoning for a Property at 2934 Highland Avenue 2 Aerial Overview Subject Property at 2934 Highland Avenue 3 N 4.62 Acre Remainder 4 Zoning Pattern 5 Planning Commission and Staff Recommendation Approval of the “RS-6” Single-Family 6 District STAFF REPORT Case No.0519-03 INFOR No. 19ZN1011 Planning Commission Hearing Date: June 26, 2019 Applicant& Legal DescriptionOwner: Sergio and Magali Martinez Applicant:Magali Caballero Location Address: 2934 Highland Avenue Legal Description:Being a total of 0.35 acres (15,040.51sf.) tract of land, numbered LOT 21AR BLOCK 6 MONTROSE PARK ADDITION, a map or plat recorded in volume 68, page 304 of the Map Records Nueces County, Texas, for rezoning purposes only, located on the east side intersection of Duncan Street and Highland Avenue.Zoning RequestFrom: CN-1" Neighborhood Commercial District To:Tract:" “RS-6” Single-Family 6 District Area: 0.35 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 “CN-1” " Neighborhood Commercial Vacant Medium Density Residential North “RS-6” Single-Family 6 Medium Density Residential Medium Density Residential South ““CN-1” " Neighborhood Commercial Vacant, Low Density Residential, and Commercial Medium Density Single Family Residential, and Commercial East “RS-6” Single-Family 6 Medium Density Residential Medium Density Residential West ““CN-1” " Neighborhood Commercial Medium Density Residential and Commercial Medium Density Single Family Residential, and Commercial ADP, Map & ViolationsArea Development Plan: The subject property is located within the boundaries of the Northwest Area Development Plan. The proposed rezoning to the “RS-6” Single-Family 6 District is generally consistent with the adopted Comprehensive Plan (Plan CC). Map No.: 047043 Zoning Violations: None Staff Report Page 2 TransportationTransportation and Circulation: The subject property has approximately 142 feet of street frontage along Duncan Street which is designated as a Local/Residential Street and approximately 128 feet of street frontage along Highland Avenue which is designated as a “C1” Collector Street. According to the Urban Transportation Plan, “C1” Collector Streets can convey a capacity between 1,000 to 3,000 Average Daily Trips (ADT).Street R.O.W.Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Duncan Street Local/Residential 50’ ROW 28’ paved 82’ ROW 63’ paved N/A Highland Avenue “C1” Collector Street 60’ ROW 40’ paved 52’ ROW 18’ paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from “CN-1” Neighborhood Commercial District to “RS-6” Single-Family 6 District to allow for the construction of a Single-Family Home. Development Plan: The subject property is 0.35 acres in size. The owner is proposing a Single-Family Home. Existing Land Uses & Zoning: The subject property is currently zoned“CN-1” Neighborhood Commercial District, and vacant. There was a Single-Family Residential building that was demolished and has remained undeveloped since 1979. The proposed house will front Highland Avenue. To the north are properties zoned “RS-6” Single-Family District. These properties are single-family residences facing Duncan Street and Sunrise Avenue. To the south are vacant lots zoned CN-1” Neighborhood Commercial mixed with minimal commercial District to the south-east. To the east are single-family residences zoned “RS-6” Single-Family 6 District Low Density. To the west are commercial properties inter-mixed with residential and a vacant lot. 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. Utilities: Water:8-inch ACP line located along Duncan Street. Wastewater:8-inch VCP line located along Duncan Street. Gas:7-inch Service Line located along Duncan Street. Storm Water:Inlets along Duncan Street and Highland Avenue. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Northwest Area Development Plan that is planned for low density Staff Report Page 3 residential uses. The proposed rezoning to the “RS-6” Single-Family 6 District is generally consistent with the adopted Comprehensive Plan (Plan CC. The following policies should be considered: Support programs to encourage infill development and rehabilitate housing stock in established neighborhoods (Housing and Neighborhoods Policy Statement 7). 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). Promote compact and walkable mixed-use urban villages that concentrate retail and services within walking distance of neighborhood residences and where they could support improved public transportation service, such as expected major bus stations and future stops for bus rapid transit, creating “transit-ready” locations (Future Land Use, Zoning, and Urban Design Policy Statement 2). Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods (Future Land Use, Zoning, and Urban Design Policy Statement 3). Encourage convenient access from medium-density residential development to arterial roads (Future Land Use, Zoning, and Urban Design Policy Statement 3). Department Comments: The proposed rezoning is generally 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. Existing commercial properties to the north, south, and west are zoned “CN-1” Neighborhood Commercial District and “CG-2” General Commercial District. The subject property is at the intersection of Duncan Street and Highland Avenue where there are a mix of vacant lots to the south and commercial to the east on Highland Avenue. The area shows a mix use of residential and commercial to the south. Staff Recommendation: Approval of the change of zoning from “CN-1” Neighborhood Commercial to “RS- 6” Single-Family District. Staff Report Page 4 Public NotificationNumber of Notices Mailed – 52 within 200-foot notification area 6 outside notification area As of July 26, 2019: In Favor – 1 inside notification area – 0 outside notification area In Opposition – 0 inside notification area – 0 outside notification area Totaling 0.242% of the land within the 200-foot notification area in favor. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2019\0519-03 Sergio and Margali Martinez\PC Documents\Staff Report_0519-03 Sergio& Margali Martinez.docx Staff Report Page 5 Staff Report Page 6 DATE:July 30, 2019 TO:Peter Zanoni, City Manager FROM:Mike Markle, Chief of Police mikema@cctexas.com 886-2604 CAPTION: Ordinance authorizing acceptance of $171,000 grant from Texas Department of Transportation for the 2020 Comprehensive Selective Traffic Enforcement Project to increase traffic enforcement with a City match of $49,553.37 from the FY 2020 General Fund. PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: The Texas Department of Transportation (TxDOT) provides grant funding to cities in Texas for the Selective Traffic Enforcement Project (STEP). The STEP program reimburses cities for overtime activities by local law enforcement to reduce crashes by focusing enforcement efforts on high crash areas. TxDOT is providing the City of Corpus Christi Police Department with a grant in the amount of $171,000 to continue the STEP program in FY 2020 and the City is matching the grant with $49,553.37 from the Police General Fund for a total of $220,553.37. The Police Department has received funding through the STEP program for over 20 years. The grant will be used to provide overtime funding to police officers to enforce DWIs, speed violations, and distracted driving across the City with varied days of the week and hours of operation. The grant is for a one year period beginning on October 1, 2019 and ending September 30, 2020. ALTERNATIVES: None OTHER CONSIDERATIONS: None Accepting and appropriating funds in the FY 2020 Budget for the 2020 Selective Traffic Enforcement Program grant from the Texas Department of Transportation (TXDOT) AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 20, 2019 Second Reading Ordinance for the City Council Meeting of August 27, 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 0 $49,553.37 $49,553.37 BALANCE Funding Detail: Fund:1020 Police General Fund Organization/Activity: Mission Element:151 Respond to Calls for law enforcement Project # (CIP Only): Account:510200 Overtime 511000 Retirement 520050 Fuel and Lubricants Comments: RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Grant award contract 1 Ordinance authorizing acceptance of $171,000 grant from Texas Department of Transportation for 2020 Comprehensive Selective Traffic Enforcement Project to increase traffic enforcement with a city match of $49,553.37; and appropriating $171,000 in the Police Grants Fund BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the Texas Department of Transportation (TXDOT) in the amount of $171,000 for the 2020 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for Driving While Intoxicated (DWI), speed enforcement, and distracted driving overtime, with a city match of $49,553.37, for a total project cost of $220,553.37. SECTION 2. That $171,000 grant is appropriated in the No. 1061 Police Grants Fund to continue funding overtime for DWI, speed, and distracted driving enforcement. 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 L. Huerta Joe McComb City Secretary Mayor Texas Traffic Safety eGrants Fiscal Year 2020 Organization Name: Ci ty of Corpus Christi Police Department Legal Name: Ci ty of Corpus Christi Payee Identification Number: 17 4600057 41' 000 Project Title : STEP Comprehensive ID: 2020-CorpusPD-S-1 YG-00038 Period: 10/01/2019 to 09/30/2020 City of Corpus Christi Police Department STEP Comprehensive 2020 FOR REVIEW ONLY • NOT A LEGAL DOCUMENT TEXAS TRAFFIC SAFETY PROGRAM GRANT AGREEMENT THE STATE OF TEXAS THE COUNTY OF TRAVIS THIS AG REE MENT IS MA DE BY and between the State of Texas , acting by and through tile Te xa s Departme nt of Transportat ion , here i,nafl:er cal.led the Department and the , City of Corpus Christi here inafter call.ed the Subgrant ee , and be·comes effect ive then fully exec ut ed by botll parties_ For the purpose of this agreement, the Subg rantee is des i~gnated as a(n) Local Government/Transit District AUTHORITY : Te xas Transportation Code , Chapter 723 , the Traffic Safety Act of 1967, and the Highway Safety Performance Plan for the Fiscal Year 2020 _ Name of the Federal Agency: National Highway Traffic Safety Administration CFDA Number: 20.600 CFDA Title: State and Community Highway Safety Grant Program Funding Sou rc e: Section 402 DUN S: 069457786 FAI N: 18X9204020TX20 69A37520300004020TXO Project Tit le: STEP Comprehensive This proje ct is Not Research and Development Grant Period : Th i,s Grant becomes effective on 10/01/201 9 or on the date offrnal signature of both part ies , whichever is later , and ends on 09/30/2020 unless terminated or otherwise modified _ Total Awa rded : $220,553 .37 Amount Eligib l.e for Reimbursement by the Department: $1 71,000.00 Match Amount prnv ided by the Subgra nt ee : $49,5·53.37 2020-CorpusPD-S-1 YG-00038 Printed On : 7/30/2019 Page 1 of 31 City of Corpus Christi Police Departmen t STEP Comprehensive 2020 FOR REVIEW ONLY • NOT A LEGAL DOCUMENT TEXAS TRAFFIC SAFETY PROGRAM GRANT AGREEME NT The sig11 at ory of the Subgrantee hereb y rep rese nts and warra nts th.at she/he is an offi'cer of the organ iza tion for whi ch sh.e/he has executed this agreement and that stle /he has full and com pl.ete author ~ty t o enter int o this agreement on beha lf oHhe organizati·on_ Subgrantee Signa ture Name : Tit le: Date : By checking this bo x, I agree to use elect ronic signatures _ Furt he rmore , I confr rm that I have signature authority to execute th is doc ument and it is an elect roni c representation of my signature for all purposes when I use it on documents , incl uding lega Hy bind i ng contracts-just the same as a pen-and-pape r signat ure _ TxDOT Signature Name : Titl e: Date : By chec king th is box, I agree to use electron i c signatures _ Furthe rmore , I confirm that I ha ve si.gnature authori ty to execute this document and it is an el,ectro ni c represen tation of my sig nature for all purposes when I use it on documents, i11cl udl ng lega ll;yi bi ndi ng contracts -jus t the same as a pen-and-pape r signature _ 2020-CorpusPD-S-1 YG-00038 Pr inted On : 7/30/20 19 Page 2 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 GRANT AGREEMENT GENERAL TERMS AND CONDITIONS (Revised:Ol/1812019) Definitions: For purposes of these Terms and Conditions, the "Department" is also known as the "State" and the "prospective primary participant" and the "Subgrantee" is also known as the "Subrecipient" and "prospective lower tier participant" ARTICLE 1. COMPLIANCE WITH LAWS The Subgrantee shall comply with all federal, state, and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any matter affecting the performance of this agreement, including, without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, nondiscrimination laws and regulations, and licensing laws and regulations. When required, the Subgrantee shall furnish the Department with satisfactory proof of compliance. ARTICLE 2. STANDARD ASSURANCES The Subgrantee assures and certifies that it will comply with the regulations, policies, guidelines, and requirements, including 2 CFR, Part 200; and the Department's Traffic Safety Program Manual, as they relate to the application, acceptance, and use of federal or state funds for this project Also, the Subgrantee assures and certifies that: A It possesses legal authority to apply for the grant; and that a resolution, motion, or similar action has been 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 in the application, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide any additional information that may be required. B. It and its subcontractors will comply with Trt:le VI of the Civil Rights Act of 1964 (Public law 88- 352), as amended, and in accordance with that Act, no person shall discriminate, on the grounds of race, color, sex, national origin, age, religion, or disability. C. It will comply with requirements of the provisions of the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970, as amended; 42 USC (United States Code) §§4601 et seq.; and United States Department of Transportation (US DOT) regulations, "Uniform Relocation and Real Property Acquisition for Federal and Federally Assisted Programs," 49 CFR, Part 24, which provide for fair and equitable treatment of persons displaced as a result of federal and federally assisted programs. D. Political activity (Hatch Act) (applies to subrecipients as well as States). The State will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508) which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. E. It will comply with the federal Fair Labor Standards Act's minimum wage and overtime requirements for employees performing project work. F. It will establish safeguards to prohibit employees from using their positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. G. It will give the Department the access to and the right to examine all records, books, papers, or documents related to this Grant Agreement 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 3 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 H. It will comply with all requirements imposed by the Department concerning special requirements of law, program requirements, and other administrative requirements. L It recognizes that many federal and state laws imposing environmental and resource conservation requirements may apply to this Grant Agreement Some, but not all, of the major federal laws that may affect the project include: the National Environmental Policy Act of 1969, as amended, 42 USC §§4321 et seq.; the Clean Air Act, as amended, 42 USC §§7401 et seq. and sections of 29 USC; the Federal Water Pollution Control Act, as amended, 33 USC §§1251 et seq.; the Resource Conservation and Recovery Act, as amended, 42 USC §§6901 et seq.; and the Comprehensive Environmental Response, Compensation, and liability Act, as amended, 42 USC §§9601 et seq_ The Subgrantee also recognizes that the U.S. Environmental Protection Agency, US DOT, and other federal agencies have issued, and in the future are expected to issue, regulations, guidelines, standards, orders, directives, or other requirements that may affect this Project Thus, it agrees to comply, and assures the compliance of each contractor and each subcontractor, with any federal requirements that the federal government may now or in the future promulgate. J_ It will comply with the flood insurance purchase requirements of Section 102(a} of the Flood Disaster Protection Act of 1973, 42 USC §4012a(a}. Section 102(a} requires, on and after March 2, 1975, the purchase of flood insurance in communities where that insurance is available as a condition for the receipt of any federal financial assistance for construction or acquisition purposes for use in any area that has been identified by the Secretary of the Department of Housing and Urban Development as an area having special flood hazards. The phrase ''federal financial assistance" includes any form of loan, grant, guaranty, insurance payment, rebate, subsidy, disaster assistance loan or grant, or any form of direct or indirect federal assistance. K It will assist the Department in its compliance with Section 106 of the National Historic Preservation Act of 1966 as amended (16 USC 470 et seq.), Executive Order 11593, and the Antiquities Code of Texas (National Resources Code, Chapter 191 ). L It will comply with Chapter 573 of the Texas Government Code by ensuring that no officer, employee, or member of the Subgrantee's governing board or the Subgrantee's subcontractors shall vote or confirm the employment of any person related within the second degree of affinity or third degree by consanguinity to any member of the governing body or to any other officer or employee authorized to employ or supervise that person. This prohibition shall not apply to the employment of a person described in Section 573.062 of the Texas Government Code. M. It will ensure that all information collected, assembled, or maintained by the applicant relative to this project shall be available to the public during normal business hours in compliance with Chapter 552 of the Texas Government Code, unless otherwise expressly provided by law. N. If applicable, it will comply with Chapter 551 of the Texas Government Code, which requires all regular, special, or called meetings of governmental bodies to be open to the public, except as otherwise provided by law or specifically permitted in the Texas Constitution. ARTICLE 3. COMPENSATION A The method of payment for this agreement will be based on actual costs incurred up to and not to exceed the limits specified in the Project Budget The amount included in a Project Budget category will be deemed to be an estimate only and a higher amount can be reimbursed, subject to the conditions specified in paragraph 8 of this Article. If the Project Budget specifies that costs are based on a specific rate, per-unit cost, or other method of payment reimbursement will be based on the specified method. 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 4 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 B. All payments will be made in accordance with the Project Budget 1. The Subgrantee's expenditures may overrun a budget category (I, II, or Ill) in the approved Project Budget without a grant (budget) amendment, as long as the overrun does not exceed a total of five (5) percent of the maximum amount eligible for reimbursement (TxDOT} in the attached Project Budget for the current fiscal year. This overrun must be off-set by an equivalent underrun elsewhere in the Project Budget 2. If the overrun is five (5) percent or less, the Subgrantee must provide written notification to the Department, through the TxDOT Electronic Grants Management System (eGrants), prior to the Request for Reimbursement being approved. The notification must indicate the amount, the percent over, and the specific reason(s) for the overrun. 3. Any overrun of more than five (5} percent of the amount eligible for reimbursement (TxDOT} in the attached Project Budget requires an amendment of this Grant Agreement 4. The maximum amount eligible for reimbursement shall not be increased above the Grand Total TxDOT Amount in the approved Project Budget, unless this Grant Agreement is amended, as described in Article 5 of this agreement 5. For Selective Traffic Enforcement Program (STEP} grants only: In the Project Budget, Subgrantees are not allowed to use underrun funds from the TxDOT amount of (100) Salaries, Subcategories A, "Enforcement," or B, "Pl&E Activities," to exceed the TxDOT amount listed in Subcategory C, "Other." Also, Subgrantees are not allowed to use underrun funds from the TxDOT amount of (100} Salaries, Subcategories A, "Enforcement," or C, "Other," to exceed the TxDOT amount listed in Subcategory B, "Pl&E Activities." The TxDOT amount for Subcategory B, "Pl&E Activities," or C, "Other," can only be exceeded within the five (5) percent flexibility, with underrun funds from Budget Categories II or Ill. C. To be eligible for reimbursement under this agreement, a cost must be incurred in accordance with the Project Budget, within the time frame specified in the Grant Period of this Grant Agreement, attributable to work covered by this agreement, and which has been completed in a manner satisfactory and acceptable to the Department D. Federal or TxDOT funds cannot supplant (replace} funds from any other sources. The term "supplanting," refers to the use of federal or TxDOT funds to support personnel or an activity already supported by local or state funds. E. Payment of costs incurred under this agreement is further governed by the cost principles outlined in 2 CFR Part 200. F. The Subgrantee agrees to submit monthly Requests for Reimbursement, as designated in this Grant Agreement, within thirty (30) days after the end of the billing period. The Request for Reimbursement and appropriate supporting documentation must be submitted through eGrants. G. The Subgrantee agrees to submit the final Request for Reimbursement under this agreement within forty-five (45) days of the end of the grant period. H. Payments are contingent upon the availability of appropriated funds. I. Project agreements supported with federal or TxDOT funds are limited to the length of this Grant Period specified in this Grant Agreement If the Department determines that the project has demonstrated merit or has potential long-range benefits. the Subgrantee may apply for funding assistance bevond the initial aareement oeriod. 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 5 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 Preference for funding will be given to projects based on ( 1) proposed cost sharing and (2) demonstrated performance history. ARTICLE 4. LIMITATION OF LIABILITY Payment of costs incurred under this agreement is contingent upon the availability of funds. If at any time during this Grant Period, the Department determines that there is insufficient funding to continue the project, the Department shall notify the Subgrantee, giving notice of intent to terminate this agreement, as specified in Article 11 of this agreement. If at the end of a federal fiscal year, the Department determines that there is sufficient funding and performance to continue the project, the Department may notify the Subgrantee to continue this agreement. ARTICLE 5. AMENDMENTS This agreement may be amended prior to its expiration by mutual written consent of both parties, utilizing the Grant Agreement Amendment in eGrants. Any amendment must be executed by the parties within the Grant Period, as specified in this Grant Agreement. ARTICLE 6. ADDITIONAL WORK AND CHANGES IN WORK A If the Subgrantee is of the opinion that any assigned work is beyond the scope of this agreement and constitutes additional work, the Subgrantee shall promptly notify the Department in writing through eGrants. If the Department finds that such work does constitute additional work, the Department shall advise the Subgrantee and a written amendment to this agreement will be executed according to Article 5, Amendments, to provide compensation for doing this work on the same basis as the original work. If performance of the additional work will cause the maximum amount payable to be exceeded, the work will not be performed before a written grant amendment is executed. B. If the Subgrantee has submitted work in accordance with the terms of this agreement but the Department requests changes to the completed work or parts of the work which involve changes to the original scope of services or character of work under this agreement, the Subgrantee shall make those revisions as requested and directed by the Department. This will be considered as additional work and will be paid for as specified in this Article. C. If the Subgrantee submits work that does not comply with the terms of this agreement, the Department shall instruct the Subgrantee to make any revisions that are necessary to bring the work into compliance with this agreement. No additional compensation shall be paid for this work. D. The Subgrantee shall make revisions to the work authorized in this agreement that are necessary to correct errors or omissions, when required to do so by the Department. No additional compensation shall be paid for this work. E. The Department shall not be responsible for actions by the Subgrantee or any costs incurred by the Subgrantee relating to additional work not directly associated with or prior to the execution of an amendment. ARTICLE 7. REPORTING AND MONITORING A Not later than thirty (30) days after the end of each reporting period, the Subgrantee shall submit a performance report through eGrants. Reporting periods vary by project duration and are defined as follows: 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 6 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 1 _ For short term projects, the reporting period is the duration of the project Subgrantee shall submit a performance report within 30 days of project completion_ 2_ For longer projects, the reporting period is monthly. Subgrantee shall submit a performance report within 30 days of the completion of each project month and within 30 days of project completion_ 3_ For Selective Traffic Enforcement Program (STEP) Wave projects, the reporting period is each billing cycle_ Subgrantee shall submit a performance report within 30 days of the completion of each billing cycle_ 8-The performance report will include, as a minimum: (1} a comparison of actual accomplishments to the objectives established for the period, (2} reasons why established objectives and performance measures were not met, if appropriate, and (3} other pertinent information, including, when appropriate, an analysis and explanation of cost underruns, overruns, or high unit costs_ c_ The Subgrantee shall promptly advise the Department in writing, through eGrants, of events that will have a significant impact upon this agreement, including: 1 _ Problems, delays, or adverse conditions, including a change of project director or other changes in Subgrantee personnel, that will materially affect the ability to attain objectives and performance measures, prevent the meeting of time schedules and objectives, or preclude the attainment of project objectives or performance measures by the established time periods_ This disclosure shall be accompanied by a statement of the action taken or contemplated and any Department or federal assistance needed to resolve the situation_ 2_ Favorable developments or events that enable meeting time schedules and objectives sooner than anticipated or achieving greater performance measure output than originally projected_ D_ The Subgrantee shall submit the Final Performance Report through eGrants within thirty (30) days after completion of the grant ARTICLE 8. RECORDS The Subgrantee agrees to maintain all reports, documents, papers, accounting records, books, and other evidence pertaining to costs incurred and work performed under this agreement (called the "Records"), and shall make the Records available at its office for the time period authorized within the Grant Period, as specified in this Grant Agreement The Subgrantee further agrees to retain the Records for four (4} years from the date of final payment under this agreement, until completion of all audits, or until pending litigation has been completely and fully resolved, whichever occurs last_ Duly authorized representatives of the Department, the USDOT, the Office of the Inspector General, Texas State Auditor, and the Comptroller General shall have access to the Records_ This right of access is not limited to the four (4) year period but shall last as long as the Records are retained_ ARTICLE 9. INDEMNIFICATION A To the extent permitted by law, the Subgrantee, if other than a government entity, shall indemnify, hold, and save harmless the Department and its officers and employees from all claims and liability due to the acts or omissions of the Subgrantee, its agents, or employees_ The Subgrantee also agrees, to the extent permitted by law, to indemnify, hold, and save harmless the Department from any and all expenses, including but not limited to attorney fees, all court costs and awards for damages incurred by the Department in litigation or otherwise resisting claims or liabilities as a result of any activities of the Subgrantee, its agents, or employees. 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 7 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 B. To the extent permitted by law, the Subgrantee, if other than a government entity, agrees to protect, indemnify, and save harmless the Department from and against all claims, demands, and causes of action of every kind and character brought by any employee of the Subgrantee against the Department due to personal injuries to or death of any employee resulting from any alleged negligent act, by either commission or omission on the part of the Subgrantee_ C. If the Subgrantee is a government entity, both parties to this agreement agree that no party is an agent, servant, or employee of the other party and each party agrees it is responsible for its individual acts and deeds, as well as the acts and deeds of its contractors, employees, representatives, and agents. ARTICLE 10. DISPUTES AND REMEDIES This agreement supersedes any prior oral or written agreements. If a conflict arises between this agreement and the Traffic Safety Program Manual, this agreement shall govern. The Subgrantee shall be responsible for the settlement of all contractual and administrative issues arising out of procurement made by the Subgrantee in support of work under this agreement. Disputes concerning performance or payment shall be submitted to the Department for settlement, with the Executive Director or his or her designee acting as final referee. ARTICLE 11. TERMINATION A This agreement shall remain in effect until the Subgrantee has satisfactorily completed all services and obligations described in this agreement and these have been accepted by the Department, unless: 1. This agreement is terminated in writing with the mutual consent of both parties: or 2. There is a written thirty (30) day notice by either party: or 3. The Department determines that the performance of the project is not in the best interest of the Department and informs the Subgrantee that the project is terminated immediately_ B. The Department shall compensate the Subgrantee for only those eligible expenses incurred during the Grant Period specified in this Grant Agreement that are directly attributable to the completed portion of the work covered by this agreement, provided that the work has been completed in a manner satisfactory and acceptable to the Department. The Subgrantee shall not incur nor be reimbursed for any new obligations after the effective date of termination_ ARTICLE 12. INSPECTION OF WORK A The Department and, when federal funds are involved, the USDOT, or any of their authorized representatives, have the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed under this agreement and the premises in which it is being performed_ 8_ If any inspection or evaluation is made on the premises of the Subgrantee or its subcontractor, the Subgrantee shall provide and require its subcontractor to provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties_ All inspections and evaluations shall be performed in a manner that will not unduly delay the work_ 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 8 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 ARTICLE 13. AUDIT The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under this agreement or indirectly through a subcontract under this agreement Acceptance of funds directly under this agreement or indirectly through a subcontract under this agreement acts as acceptance of the authority of the State Auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. ARTICLE 14. SUBCONTRACTS A subcontract in excess of $25,000 may not be executed by the Subgrantee without prior written concurrence by the Department. Subcontracts in excess of $25,000 shall contain all applicable terms and conditions of this agreement. No subcontract will relieve the Subgrantee of its responsibility under this agreement. ARTICLE 15. GRATUITIES A Texas Transportation Commission policy mandates that employees of the Department shall not accept any benefit, gift, or favor from any person doing business with or who, reasonably speaking, may do business with the Department under this agreement. The only exceptions allowed are ordinary business lunches and items that have received the advanced written approval of the Department's Executive Director. B. Any person doing business with or who reasonably speaking may do business with the Department under this agreement may not make any offer of benefits, gifts, or favors to Department employees, except as mentioned here above. Failure on the part of the Subgrantee to adhere to this policy may result in termination of this agreement. ARTICLE 16. NONCOLLUSION The Subgrantee warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Subgrantee, to solicit or secure this agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or making of this agreement. If the Subgrantee breaches or violates this warranty, the Department shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover the full amount of such fee, commission, brokerage fee, contingent fee, or gift. ARTICLE 17. CONFLICT OF INTEREST The Subgrantee represents that it or its employees have no conflict of interest that would in any way interfere with its or its employees' performance or which in any way conflicts with the interests of the Department. The Subgrantee shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the Department's interests. ARTICLE 18. SUBGRANTEE'S RESOURCES A The Subgrantee certifies that it presently has adequate qualified personnel in its employment to perform the work required under this agreement, or will be able to obtain such personnel from sources other than the Department. 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 9 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 B. All employees of the Subgrantee shall have the knowledge and experience that will enable them to perform the duties assigned to them_ Any employee of the Subgrantee who, in the opinion of the Department, is incompetent or whose conduct becomes detrimental to the work, shall immediately be removed from association with the project C. Unless otherwise specified, the Subgrantee shall furnish all equipment, materials, supplies, and other resources required to perform the work. ARTICLE 19. PROCUREMENT AND PROPERTY MANAGEMENT The Subgrantee shall establish and administer a system to procure, control, protect, preserve, use, maintain, and dispose of any property furnished to it by the Department or purchased pursuant to this agreement in accordance with its own procurement and property management procedures, provided that the procedures are not in conflict with (1) the Department's procurement and property management standards and (2) the federal procurement and property management standards provided by 2 CFR §§ 200.310-.316, 200.318-.324. ARTICLE 20. OWNERSHIP OF DOCUMENTS AND INTELLECTUAL PROPERTY Upon completion or termination of this Grant Agreement, whether for cause or at the convenience of the parties, all finished or unfinished documents, data, studies, surveys, reports, maps, drawings, models, photographs, etc. prepared by the Subgrantee, and equipment and supplies purchased with grant funds shall, at the option of the Department, become the property of the Department. All sketches, photographs, calculations, and other data prepared under this agreement shall be made available, upon request, to the Department without restriction or limitation of their further use. A Intellectual property consists of copyrights, patents, and any other form of intellectual property rights covering any databases, software, inventions, training manuals, systems design, or other proprietary information in any form or medium_ B. All rights to Department. The Department shall own all of the rights (including copyrights, copyright applications, copyright renewals, and copyright extensions), title and interests in and to all data, and other information developed under this contract and versions thereof unless otherwise agreed to in writing that there will be joint ownership. C. All rights to Subgrantee. Classes and materials initially developed by the Subgrantee without any type of funding or resource assistance from the Department remain the Subgrantee's intellectual property. For these classes and materials, the Department payment is limited to payment for attendance at classes. ARTICLE 21. SUCCESSORS AND ASSIGNS The Department and the Subgrantee each binds itself, its successors, executors, assigns, and administrators to the other party to this agreement and to the successors, executors, assigns, and administrators of the other party in respect to all covenants of this agreement The Subgrantee shall not assign, sublet, or transfer interest and obligations in this agreement without written consent of the Department through eGrants. ARTICLE 22. CIVIL RIGHTS COMPLIANCE A Compliance with regulations: The Subgrantee shall comply with the regulations relative to nondiscrimination in federally-assisted programs of the United States Department of Transportation .. ----· . ------. ------ 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 10 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 (USDOT): 49 CFR, Part 21; 23 CFR, Part 200; and 41 CFR, Parts 60-74, as they may be amended periodically (called the "Regulations")_ The Subgrantee agrees to comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 and as supplemented by the U.S. Department of labor regulations (41 CFR, Part 60)_ B. Nondiscrimination: (applies to subrecipients as well as States) The State highway safety agency will comply with all Federal statutes and implementing regulations relating to nondiscrimination ("Federal Nondiscrimination Authorities"}-These include but are not limited to: • Title VI of the Civil Rights Act of 1964 (42 u_s_c_ 2000d et seq., 78 stat 252}, (prohibits discrimination on the basis of race, color, national origin) and 49 CFR part 21; • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 u_s_c_ 4601 }, (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Federal-Aid Highway Act of 1973, (23 U.S.C. 324 et seq.}, and Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 1681-1683 and 1685-1686) (prohibit discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability) and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.), (prohibits discrimination on the basis of age); • The Civil Rights Restoration Act of 1987, (Pub. L 100-209), (broadens scope, coverage and applicability of Trt:le VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal aid recipients, subrecipients and contractors, whether such programs or activities are Federally-funded or not); • Titles II and Ill of the Americans with Disabilities Act (42 u.s.c_ 12131-12189) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing) and 49 CFR parts 37 and 38; • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations (prevents discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations); and • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency (guards against Title VI national origin discrimination/discrimination because of limited English proficiency (LEP) by ensuring that funding recipients take reasonable steps to ensure that LEP persons have meaningful access to programs (70 FR 74087-74100)_ The State highway safety agency- • Will take all measures necessary to ensure that no person in the United States shall, on the grounds of race, color, national origin, disability, sex, age, limited English proficiency, or membership in any other class protected by Federal Nondiscrimination Authorities, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any of its programs or activities, so long as any portion of the program is Federally-assisted; • Will administer the program in a manner that reasonably ensures that any of its subrecipients, contractors, subcontractors, and consultants receiving Federal financial assistance under this program will comply with all requirements of the Non-Discrimination Authorities identified in this Assurance: 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 11 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 • Agrees to comply (and require its subrecipients, contractors, subcontractors, and consultants to comply) with all applicable provisions of law or regulation governing US DOT's or NHTSA's access to records, accounts, documents, information, facilities, and staff, and to cooperate and comply with any program or compliance reviews, and/or complaint investigations conducted by US DOT or NHTSA under any Federal Nondiscrimination Authority; • Acknowledges that the United States has a right to seek judicial enforcement with regard to any matter arising under these Non-Discrimination Authorities and this Assurance; • Agrees to insert in all contracts and funding agreements with other State or private entities the following clause: "During the performance of this contract/funding agreement, the contractor/funding recipient agrees- a_ To comply with all Federal nondiscrimination laws and regulations, as may be amended from time to time; b_ Not to participate directly or indirectly in the discrimination prohibited by any Federal non- discrimination law or regulation, as set forth in appendix B of 49 CFR part 21 and herein; c_ To permit access to its books, records, accounts, other sources of information, and its facilities as required by the State highway safety office_ US DOT or NHTSA d_ That, in event a contractor/finding recipient fails to comply with any nondiscrimination provisions in this contract/funding agreement, the State highway safety agency will have the right to impose such contract/agreement sanctions as it or NHTSA determine are appropriate, including but not limited to withholding payments to the contractor/funding recipient under the contract/agreement until the contractor/funding recipient complies; and/or cancelling, terminating, or suspending a contract or funding agreement, in whole or in part; and e_ To insert this clause, including paragraphs (a) through (e), in every subcontract and subagreement and in every solicitation for a subcontract or sub-agreement, that receives Federal funds under this program_ C_ Solicitations for subcontracts, including procurement of materials and equipment: In all solicitations either by competitive bidding or negotiation made by the Subgrantee for work to be performed under a subcontract, including procurements of materials and leases of equipment, each potential subcontractor or supplier shall be notified by the Subgrantee of the Subgrantee's obligations under this agreement and the regulations relative to nondiscrimination on the grounds of race, color, sex, national origin, age, religion, or disability. D. Information and reports: The Subgrantee shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Department or the USDOT to be pertinent to ascertain compliance with the Regulations or directives. Where any information required of the Subgrantee is in the exclusive possession of another who fails or refuses to furnish this information, the Subgrantee shall certify that to the Department or the USDOT, whichever is appropriate, and shall set forth what efforts the Subgrantee has made to obtain the requested information. E. Sanctions for noncompliance: In the event of the Subgrantee's noncompliance with the nondiscrimination provision of this agreement the Department shall impose such sanctions as it or the USDOT may determine to be appropriate. F Incorporation of provisions: The Subqrantee shall include the provisions of paraqraphs A throuQh 2020-CorpusPD-S-1 YG-00038 Printed On: 7 /30/2019 Page 12 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 ' ' '-I • ' E. in every subcontract, including procurements of materials and leases of equipment, unless exempt by the regulations or directi v es. The Subgrantee shall take any action with respect to an y subcontract or procurement that the Department may direct as a means of enforc ing those provisions , including sanctions for noncompliance. Ho w ever, in the event a Subgrantee becomes invol v ed in , or is threatened w ith litigation w ith a subcontractor or supplier as a resu lt of such direction , the Subgrantee may request the Department to enter into litigation to protect the interests of the state; and in addition , the Subgrantee may request the lJ nited States to enter into such litigation to protect the interests of the United States _ ARTICLE 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM A The parties shall compl y w ith the DBE Program requirements estab·lished in 49 C FR Part 26 . B _ The Subgrantee shall adopt , in its totality , the Department's federally appro ved DBE program. C _ The Subgrantee shall set an appropriate DBE goa l consistent w ith the D epartment's DBE guidelines and in consideration of the local market, project size, and nature of the goods or services to be acquired _ The Subgrantee shall have final decision-making authority regarding the DBE goal and shall be responsible for documenting its actions _ D. The Subgrantee shall follo w all other parts of the D epartment's DBE program referenced in T xDOT Form 2395 , Memorandum of lJ nderstanding R egarding the Adoption of the T exas D epartment of Transportation's Federally-Approved D isadvantaged Business Enterprise by Entity and attachments found at w eb address http ://wwivv _t xdotgovi'bu s iness/partne rs hipsi dbe_html E. The Subgrantee shall not discriminate on the basis of race , color, national origin , or sex in the award and performance of any USDOT-assisted contract or in the administration of its DB E program or the requirements of 49 CFR P art 26 _ The Subgrantee shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in aw ard and administration of USDOT-assisted contracts _ The Department's DBE program , as required by 49 C FR P art 2£ and as approved by USDOT, is incorporated by reference in this agreement Implementation of this program is a legal ob ligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the Subgrantee of its failure to carry out its approved program , the D epartment may impose sanctions as provided for under 49 CFR Part 26 and may , in appropriate cases , refer the matter for enforcement under 18 USC 1001 and the P rogram Fraud Civil R emedies Act of 1986 (3 1 USC 3801 et seq .}. F. Each contract the Subgrantee signs w ith a contractor (and each subcontract the prime contractor signs w ith a sub-contractor} must inc lude the fol low ing assurance: The contractor, sub-rec ipient, or sub-contractor shall not discriminate on the basis of race , color , nationa l origin , or se x in the perfo rmance of this contract The contractor shall carry out applicable requirements of 49 C FR P art 26 in the award and administration of US DOT-assisted contracts _ Fai lure by the contractor to carry out these requirements is a material breach of this agreement, w hich may result in the termination of this agreement or such other remedy as the recipient deems appropriate. ARTICLE 24. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION (applies to subrecipients as w ell as States) Instructions for P rimarv Tier Participant Certification (States) 1. By signing and submitting this proposal , the prospectiv e primarl tier participant is providing the certification set out belo w and agrees to comply w ith the requirements of 2 CFR parts 180 and 1200_ 2020-CorpusPD-S-1 YG-00038 Prin ted On: 7/30/2019 Page 13 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 2_ The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction_ The prospective primary tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary tier participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default or may pursue suspension or debarment. 4. The prospective primary tier participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations_ 6_ The prospective primary tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9-4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction_ 7. The prospective primary tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," provided by the department or agency entering into this covered transaction, without modification , in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200. 8_ A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9-4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www_sam_gov/). 9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9. subpart 9-4, suspended. debarred. ineliqible. or 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 14 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 . , . , - voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. Certmcation Regarding Debarment. Suspension. and Other Responsibility Matters-Primary Tier Covered Transactions (1) The prospective primary tier participant certifies to the best of its knowledge and belief, that it and its principals: (a} Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; (b} Have not within a three-year period preceding this proposal 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; (c) 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 paragraph (1 )(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the Statements in this certification, such prospective participant shall attach an explanation to this proposal. Instructions for Lower Tier Participant Certification 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 15 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Instructions for Lower Tier Participant Certification" including the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/}. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR Part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment Certification Regarding Debarment Susoension lneliqibilitv and Voluntarv Exclusion -Lower Tier Covered Transactions: 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. ARTICLE 25. CERTIFICATION REGARDING FEDERAL LOBBYING (applies to subrecipients as well as States) Certification for Contracts, Grants, loans .. and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of 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, . . ,. . . .. . 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 16 of 31 City of Co rpus Christi Police Departmen t STEP Comprehensive 2020 renew al, amendment, or modification of an y F ederal contract, grant, loan , or cooperative agreement 2. If any funds other than Federa l appropriated funds hav e been paid or w ill be paid to an y person for influencing or attempting to influence an officer or employ ee of an y agency , a Member of Congress , an officer or emplo yee of Congress , or an emplo yee of a Member of Co ngress in connection w ith this Federal contract, grant, loan , or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "D isclosure Form to R eport Lobbying ," in accordance w ith its instructions . 3. The undersigned shall require that the language of this certification be included in the aw ard documents for all sub-a w ards at all tiers (including subcontracts , subgrants , and contracts under grant, loans , and cooperative agreements) and that all subrecip ients shal l certify and disclose accordingly_ This certification is a material representation of fact upon w hich reliance w as placed w hen this transaction w as made or entered into _ Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352 , title 31 , l!JS _ Code. Any person w ho fai ls to file the required certification shall be subject to a c iv il pena lty of not less than $10 ,00() and not more than $100,000 for each such failure. ARTICLE 26. CHILD SUPPORT CERTIFICATION Under Section 231 .006 , Tex as F amily Code, the Subgrantee certifies that the indiv idua l or b·us iness entity named in this agreement is not ineligible to receiv e the specified grant, loan , or pa yment and acknow ledges that th is agreement may be terminated and pa y ment may be w ithheld if this certification is inaccurate_ If the abo v e certification is sho w n to be fa lse, the Subgrantee is liable to the state for attorney's fees and an y other damages provided by law or the agreement A child support obliger or business entity in eligible to rece iv e pa yments because of a pay ment de linquenc y of more than thirty (30} day s remains inel igible until : all arrearages have been pa id; t he ob liger is in compliance w ith a w ritten repa y ment agreement or court order as to an y ex isting de linquenc y; or the court of continuing jurisd iction over the child support order has granted the ob liger an ex emption from Subsection (a) of Section 231 .006, Texas F am ily Code, as part of a court-superv ised effort to improve earnings and child support pa y ments. ARTICLE 27. FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT REQUIREMENTS A An y recipient of funds under this agreement agrees to comply w ith the Federal F unding Accountability and Transparenc y Act and imp lementing regulations at 2 C FR P art 170, inc luding Appendi x A This agreement is subj ect to the fol low ing aw ard terms : http ://edocketacces s _gpo .gov/201 O/pdfi 201 G-22705 .pdf and http ://edocketaccess.qpo .go v/201Oi pdf/2010-22706 .pdf _ 8. The Subgrantee agrees that it shall : 1. Obtain and pro v ide to the State a S ystem for Aw ard Management (SAM) number (48 CFR subpt 4.11 } if this aw ard pro vides for more than $25 ,000 in Federal funding . The SAM number may be obtained by visiting the SAM w eb-site at: https://\1111..vw .sam.gov 2_ Obtain and provide to the State a D ata Uni v ersal Numbering System (D LJ [:\JS ) number, a unique nine-character number that al low s the F ederal go v ernment to track the distribution of federal money _ The D UNS number may be requested free of charge for all businesses and entities requi red t o do so by visiting the D un & B radstreet (D&B } on-line registration w ebsite http ://fedgo v.dnb .com /vv ebfo rm ; __ .... 2020-CorpusPD-S-1 YG-00038 Printed On: 713012019 Page 17 of 3 1 City of Corpus Christi Police Department STEP Comprehensive 2020 dflU 3. R eport the total compensation and names of its top fi v e (5) executives to the State if: i _ More than 80% of annual gross revenues are from the Federal government, and those rev enues are greater than $25 ,000,000; and ii _ The compensation information is not al read y available through reporting to the U.S. Securities and Excha nge Commission _ ARTICLE 28. SINGLE AUDIT REPORT A The parties shall comply with the requi rements of the Single Audit Act of 1984 , P.L 98-502 , ensuring that the single audit report includes the coverage stipulated in 2 C FR P art 200 _ B. If threshold expenditures of $750,000 or more are met during the Subgrantee's fiscal year, the Subgrantee must submit a Single Audit R eport and Management Letter (if applicable) to T xDOT's Audit Office , 125 East 11th Street , Aust in, TX 7870 1 or contact T xD OT's Audit Office at singleaudits@txdot go v C _ If expenditures are less than $750,000 during the Subgrantee's fisca l year, the Subgrantee must subm it a statement to TxD OT's Audit Office as foll ow s : 'We did not meet the $750,000 ex penditure threshold and therefore , are not required to have a sing le audit performed for FY ___ " o_ F or each year the project remains open for federal funding expenditures , the Subgrantee w ill be responsible for filing a report or statement as described above . The requ ired annual filing shall extend throughout the life of the agreement, unless otherwise amended or the project has been formally c losed out and no charges have been incu rred w ith in the current fiscal year. ARTICLE 29 . BUY AMERICA ACT (applies to subrecip ients as w ell as States ) The State and each sub recipient w ill comply w ith the Buy America requ irement (23 u_s _c _ 313 ) w hen purchasing items using Federa l funds _ Buy America requires a State, or subrecipient, to purchase w ith F ederal funds only steel , iron and manufactured products produced in the United States, unless the Secretary of Transportation determ ines that such domestically produced items w ould be inconsistent with the public interest, that such materials are not reasonably av ailable and of a satisfactory quafity, or that inclusion of domestic materials w ill increase the cost of the overall project contract by more than 25 perc ent In orde r to use F ederal f unds to pu r chase foreign produced items , the State must submit a w ai v er request that provides an adequate basis and justification for approval by the Secretary of Transportation _ ARTICLE 30. RESTRICTION ON STATE LOBBYING (applies to subrecipients as w el l as States ) None of the funds under this program w ill be used for an y activity specifically designed to urge or influence a State or local legislator to favor or oppose the adoption of an y spec ific legislative proposal pending before any State or local legislative body _ Such activities include both direct and indi rect (e.g., "grassroots ") lobbying activities, w ith one ex ception _ This does not preclude a State official w hose sa lary is supported w ith NIH T SA funds from engag ing in direct communicatio ns w ith State or local legislative officials , in accordance w ith customary State practice, even if such commun ications urge legis lati v e officials to favor or oppose the adoption of a specific pending legislativ e proposal. ARTICLE. 31. NONGOVERNMENTAL ENTITY'S PUBLIC INFORMATION (This article applies only to non-profit entliies .) 2020-CorpusPD-S-1 YG-00038 Printed On : 7/30 /2019 Page 18 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 The Subgrantee is required to make any information created or exchanged with the Department pursuant to this Grant Agreement and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the Department [SB-1368, 83rd Texas Legislature, Regular Session, Effective 9/1 /13] ARTICLE 32. PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (applies to subrecipients as well as States) The State and each subrecipient will not use 23 u_s_c_ Chapter 4 grant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists_ ARTICLE 33. INTERNAL ETHICS AND COMPLIANCE PROGRAM Subgrantee shall comply with Title 43 Texas Administrative Code §25.906(b)_ Subgrantee certifies it has adopted an internal ethics and compliance program that satisfies the requirements of Title 43 Texas Administrative Code §10.51 (relating to Internal Ethics and Compliance Program). Subgrantee shall enforce compliance with that program_ 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 19 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 FOR REVIEW ONLY -NOT A LEGAL DOCUMENT RESPONSIBILITIES OF THE SUBGRANTEE A Carry out alll perfor mance measures established i.n tine· gra nt, i'nc lud ~n g fuffil mng the law enfo rc ement objectives by im piementi 11 g the Operat~onal Plan cont ained iri 1Ihi1s Gra nt Agreement B. Submi t at! req ui red report s to th e Depa rtm ent (TxDOT) f ully compteted wl th the most current infor matio n, and within t he req ui red times , as defined in A rt icle 3 and Artide 7 ofthe Genera! Terms and Conditi1ons of th.ls Gm nt Agreement This inc ludes reportring to the Department on progress, ach ieve ments, and prob l'ems in monthly Performance Reports and attaching necessa ry source docume ntat ~on to suppo rt aH costs claimed in Requests for Reimburseme nt (RFR). C. Attend grant refa ted training as requested by the Department 0 . Attend meetings accord ing to the fol lowi1ng : 1. The Departmen t wi1H arrange for meetings with the Subgra nt ee to present status of activities and to discuss prob ~ems and th e schedule for grant related activ iti es . 2. The project director or other appropriate qualified persons will be avallab le to represent the Subgrantee at meet i ngs requested by the Department E. Support gra nt enforcement efforts wit h public information and ed uca tion (P l&E) activities. Salaries being claimed for Pl&E activities must be i ncluded in the budget F. Fo r out of state travel expenses to be reimbursable , the Subgrantee must have obtained the wr itten approval of the Departmen t, through eGran ts system messaging , pr ior to the begin ni ng of the trip . Gra nt approva l does not satisfy this requirement. G. Mainta in verificatio n that all exp enses , including wa ges or sa lar i,es , for whi ch reimbursement is requested , is for work exclus i,vely related to this prnject H. Ensure that this grant wi Ill in no way supplant {replace) fun ds from othe r so U1r ces . Supp l'anti ng refe rs to the use of federal funds to support personnel or any act ivity already supported by ~ocal or state fun ds . I. Ensure that eac h offi'cer wo rki,ng on the STEP project wil:I complete an officer's dailiy activ ity rep ort form. The form sh ould include at a mini mum: 11ame, date, badge or identification number, type of grant work ed , Enfor cemen t Zone identifie r, mileage (incfuding starti1ng and endi ng mi ~eage ), hour s work ed , ty pe of warning o-r c ~tation issued or ar res t made , office r and supervisor signatures . J_ All STEP agencies must prov ide thefo lllowi ng provis ion in afl daily activity report ff or ms: "I un de-r sta nd that this inform ation is being submitted to support a cla im a ga ~n st a fede rnlliy - fi 1nrli:>rl nrnnt nrnnr::im l=~l~P ~t~it PmP.nt~ li"'ln fhi ~ fmm m~v hi:> n m~P.ll rt~ hfP t tn rli:>r 1 Ii I l ~I. 2020-CorpusPD-S-1 YG-00038 Pr inted On: 7/30/2019 Page 20 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 l>Ul'IU'-U ~l,Uilllll. jjJtv-::::i11u111111_ I'-··"·-"'·"' .... n .. U.L.\..,,li ll\.;I U • ...J U ll t.1 111...J IVl.l'P• t ~1,u1 ........... tJIV...J\....'l..rU•ll.U.ILJ J\... U.l·llU"-1 I V v.....,;.._, 1001 _ Th i1s informatio 1ni on tili1s for m is trn e, correct, and comple t e to th e bes t of my knowl edge and abiti ty -" The· above language shoutd be added to tlhe activity reports immed i ately above the signatur e lines of tlh.e officer and sup ervtsor _ K EnsU1r e that no officer ab ov e the· rank of Li eute nant (or equ ivate n:t tme} wi ll be reimbursed fo r enforce ment duty unl1ess the Su!bgra ntee received specific written authorizatio n from th e Depa rt ment, through eGrn nt s system messag i1ng , prior to inc ur ring costs_ L If an officer makes a STE P-refated arrest dur rng the shift , but does not comp~ete th e arrest before the sh ift is schedu led to end, the offi cer can continue worki ng unde r th.e grant to compl:ete that arrest M_ The Subg rant ee sho uld have a safe ty belt use po llcy _ If the Subg rnnt ee does no t have a safe ty belt use pol icy in place , a pol i cy sho uf.d be imp lemented , and a copy maintained fo r veriffi cat iron during the grant year. N_ Officers working DWI enfo rcemen t must be trained in the Nat i1ona l Hi,gh way Traffic Safety Adm ini1stra ti on /lnternational Association of Chtefs of Pol i ce Standard ized Fleld Sob riety Testing (S FST)_ In the case of a firs t year subgra ntee, the officers must be trained , or sched uled to be SF ST trained , by the end of the grant yea L For second or subsequent year gra nt s, all offi cers working DWI enforcement must be SFST tra ined _ Q_ The Subgrantee shou ld have a procedure in place for co ntacting and us ing drug recognttion experts (DR Es) when necessary_ P_ The Subgrantee rs encouraged to use the DWI On-line Reporting System avai.lab te t hrough the Buc kle Up Texas Web si te at www.buckt euptexas .com _ Rev ised : 11 /07 /2017 2020 -CorpusPD -S-1 YG -00038 Pri nted On: 7/30/2019 Page 21 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 FOR REVIE\V ONLY -NOT A LI GAL DOCU~fE}\jl RESPONSIBILITIES OF THE DEPARTMENT A Mon itor the Subgmntee's compliance with the performance ob ligations and fisca l! requ i rements of this Grant Agreement usrng approp riate and necessary moni toring and inspect i ons , including but not limirted to : 1 _ r ev ~ew of per i od ic reports 2_ physica l: rnspedio n of project records and supporti ng documentatron 3. te lep hone conversat ions 4_ e-mai ls and letters 5 _ quarterly revi1ew meetings 6_ eGrants 8_ Provide program ma nagement and technical assist ance _ c_ Attend approp riate meetings _ D_ Re imb urse th·e Subgrnntee for all eligibl:e costs as defined in the project budget Requests for Re i mbursement wilt be processed up to the maximum amount payab le as indicated in the project budget E Perfo rm an administrative review of the project atthe close of the grant period to : 1 _ Ascertain whether or not the project ob je ctives were met 2_ Review project accompl i1slhments (performance measures completed , targets achieved) 3. Account for any approved Program Income earned and expended 4_ Identify exemp lary performance or best practices 2020-CorpusPD-S-1 YG-00038 Printed On: 7 /30/2019 Page 22 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 Goal: Strategies: Goal: Strategy: Goal: Strategy: Goal: Strategy: Goal: Strategy: Goal: Strategies: FOR REVJE"' ONLY -NOT A LEGAL DOClT}llENT GOALS ANID STRATEGIES To increase effective enforcement and adjud ication of traffi c safe ty-related raws to red uce crashes , fata li ties , and inj urtes . Increase and susta i n hi.gh vi·stbifity enforcement oftraffic safety -related la ws. Increase public educatio n and informa tion camp aig ns rega rdi,ng enforce men t act i vit ~es . To red uce the number of alcohol impairnd and dr iv ing under the influence of alcohol and other drug-related crashes , injur ies , and fata ii1ti es . Increase and sustain high visi.bifity enforcemen t of DWI laws. To increase occupant restraint use in al l passenger veh icl.es and trucks . Increase and sustain high visibili ty enforcemen t of occupant protect io n la ws. To red uce the number of speed-re lated crashes , injur ies , and fatalities . Increase and sustain high visibility enforcemen t of speed -related la ws. To red uce intersect i on-re lated motor vehicle crashes , injuries , and fatal ities . Increase and sus tain high visibi lity enfo rcemen t of Int ersection Traffic Contro l (ITC ) la ws. To red uce Distracted Driving motor vehicle crashes , inju ries , and fatalit ies . Increase and sustain high visibi l.ity enforcemen t of sta te and local ord inances on ce Uuar and text ing devices . Increase pub ~ic information and educati on on Ol stracted Driving re lated traffic iss ues . rx-I agree to the above goals and strategies . 2020 -CorpusPD-S-1 YG -00038 Printed On : 7/30/2019 Page 23 of 31 City of Corpus Christi Police Departmen t STEP Comprehensive 2020 FOR REVJDV ONLY -NOT A LEGAL DOCl.J~IE~I BASELlNlE Th-YOR...l\iL\.TION Baseline Defm.iti:on: A number serving as a fmmdation for subgrantees to measure pre-grant traffic enforcement activity. Baselline information must be pmvidedl by the subgrantee in order to iden~;' local! traffic enforcement related activity. This information should exclude any activity generated w-ith STEP grant dollars. Once the baseline is establishe4 these figures will be used to compare subsequent y ear's bcall and! grant traffic enforcement activity. Note: Baseline data used must be no older than 201 7 . Baseline Year (12 months) Baseline l\feasure Driving Under Influence (DUI) Speed Safety Belt Child Safety Seat Intersection Traffic Control (ITC) Distracted Driving Citations Other Elements From 10./1 /201 7 To 9/30/2018 Arrests/Citations 1345 14989 872 38 0 4 19 8 0 Written Warnings 0 17 01 62 9 0 45 7 0 If you have additional attachments, provide them on the "Attachments" page. 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 KA Crashes 28 13 19 47 0 15 7 Page 24 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 FOR RE' 'IE\V Ol'IL Y -NOT A LEGAL DOCl~IENT L\. W E1"""FORCE1\:IE1"-r OBJECTIVE/PERFOR."i\:IA_N CE l\:IEASCRE Objectiv e/Perfonnance :Measure Reduce the number of Driving Under Influence (Dl,1) crashes to Reduce the number of Speed-related crashes to Reduce the number of Safety Belt-relat ed crashes to Reduce the number of Child Safety Seat-related crashes to Reduce the number of ITC-related crashes to Reduce the number of Distracted Driving-related crashes to Number of Enforcement Hours Target N umber l'lot Applicable 27 12 18 x 46 x 259 7 N ote: Nothing in this agreement shall be interpret ed as a requirement, formal or informal, that a peace officer issue a specified or predetermined number of citations in pursuance of the Subgrantee's obligations hereunder. Department and Subgrantee acknowledge that Texas Transportation Code Section 720.002 prohibits using traffic-offense quotas and agree that nothing in this Agreement is establishing an illegal quota. In addition to the STEP enforcement activities, the subgrantee must maintain baseline non- STEP funded citation and arrest activity due to the proh.Ibition of supplanting. 2020-CorpusPD-S-1 YG-00038 Printed On : 7/30/2019 Page 25 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 FOR REVIE'V Ol'l"L Y -NOT A LEGAL DOClJMENT Pl&E OBJECTIVE/PERFORMANCE MEASURE Objectives/Performance Measure· Support Grant efforts with a public information and education (Pl&E) program 21. Conduct presenta tio ns b_ Con duct media exposu res (e_g _ news conferences , news releases , and inteJrVi•ews) c_ Conduct community events (e _g_ health fa i1rs , booths) 2020 -CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Target Number 5 5 2 Page 26 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 FOR REVIE\V ONLY -NOT A LEGAL DOCU1\IENT OPER..4.TIONAL PL4..!'1" Zone N ame: 1 Zone Location : 3. 7 8 Sq. mile area bmmd b y Holl~.' (North) and Golilih& (Somh) and between \Veber 0\-'est) and Airline (East) >v±th a small exl:ension off the east end that goes out to Daily bet,veen M cArdle and Williams . Monday -Sunday 24 hours Zone Hour s: Zone Heat Map : https:i/>v>nv.dotstate.tx.us/apps/egrants/_ L-pload/8 6427 1-S TEPZonel .pdf (attach) 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/20 19 Pag e 27 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 FOR REVII'V ONLY -NOT A LEGAL DOCl.J~lENT OPER.\TIONA.l. PL~'IJ" Zone N ame: 2 336 Sq J\.1ile Ar ea area bound b y Holly (North) and Gollihar (South) and betw een Zone Location: \Veber (East) and Sh2 86 Access SB (\Vest). Zone Hours: Zone Heat Map: (attach) Monday -Sunday 2 4 hours a day https:l/ww·,v _dot state . tx. us /apps/egrants/_ Upload/8 64 2 i 6-STEP Z one2 _ pdf 2020-CorpusPD-S-1 YG-00038 Printed On : 7/30/2019 Page 28 of 31 City of Corpus Christi Police Department STEP Comprehens ive 2020 Zone Name: Zone Location: Zone Hours: Zone Heat FOR R.EVIE\V O:NL Y -NOT A LI GAL DOCU1\iIENT OPERATIONAL PL\..N 3 2.52 Sq mile area starting at Greenwood and Gollihar, N orth to Morgan, East to 286, South on 17th to Staples, South on Staples to Kosar, \Vest on Kosar to N aples, South on N aples to Ed1,v ards, West on Ed\v ards to Ayers., South on A yers. to Home, East on Home to Ramsey, South on Ramsey to Gol!lihar, West on Gollihar back to Greenwood_ Monday -Sunday 24 hours a day Map : https:l/w,vw.dot.state. tx.us/apps/egrants/_ U ploadl864 2 8 0-STEP Z one3 .p df (attach) 2020-CorpusPD-S-1 YG-00038 Printed On: 7/30/2019 Page 29 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 FOR REVIDV O:NL Y -NOT A LEGAL DOCUM..ENT Zone N ame : Zone Location : Zone Hours : Zone Heat 1\-Iap : (attach) OPER,\TIONAL PL'-\.!~ 202 0 KA. N ueces C ounty Map 202 0 KA. N ueces C ounty M ap https:l/w\Yw .dot.state.tx.us/apps/egrants/_ Upfoadi8 662 00 - 2 0 2 0KA1\~ecesCounty:Jl,·~ap.pdf 2020-CorpusPD-S-1 YG -00038 Printed On : 7/30/20 19 Page 30 of 31 City of Corpus Christi Police Department STEP Comprehensive 2020 FOR REVIE'V ONLY -NOT A LEGAL DOCU~IENT BUDGET SUMMARY I Budget Category I TxDOT I Match I J Ca t egory I -Labor Costs I (100) I Sa l aries: I $14 9,065 .oo I $0 I I (200 ) I Fringe Benefits: I $21,935 .00 I $26 , 153 .37 I II Sub-Tot al: I $171 ,000 .00 I $26 , 153 .37 I ' Category II -Other Direct Costs J (300 ) J Travel: I $0 I $23 ,4 00.00 I J (400 ) I Equipment: I $0 $0 I ~I Supplies: I $0 $0 I I (600) Contractua l I I I Services: $0 $0 I I uo o) Other I I I Miscellaneous: $0 $0 I J Sub-Total: I $0 I $23 ,4 00 _00 I I Tot al Direct Costs : I $17 1,000 .00 I $49,553 .37 I Category Ill -Indirect Costs ,-- I I I (8(}0) Indirect Cost Rate : $0 $0 ' J Summary I Tota l Labor I $171 ,000 .00 I I Costs: $26 , 15 3.37 I Tota l Direct I Costs: $0 I $2 3,4 00.00 I I Tota l Indirect I Costs : $0 I $0 I I Grand Tot al I $17 1,000 .00 I $4 9,553.37 I I Fund Sou<ces I I (Pe r ce nt 77.5 3% 22.4 7% Sh are ): Total $149,065 .00 $48 ,088 .37 $197,153 .37 $23 ,400 .00 $0 $0 $0 $0 $2 3,400 .00 $220 ,553.37 $0 $197 , 153 .37 $23 ,400 .00 $0 $220 ,553 .37 Sala ry and c ost rates w ill be based on the rates su bm itt ed by t he Su bgrantee in its gra nt app li c ation in Egrant s . 2020-CorpusPD-S-1 YG-00038 Prin ted On: 7/30/2019 Page 3 1 of 3 1 DATE:August 20, 2019 TO:Peter Zanoni, City Manager FROM:Mike Markle, Chief of Police mikema@cctexas.com 361-886-2603 Peter Collins, Acting CIO Peterc@cctexas.com 361-826-3735 Kim Baker, Director of Contracts and Procurement Kimb2@cctexas.com (361) 826-3169 CAPTION: Ordinance authorizing the purchase of 180 Police vehicle video recording systems and a five-year service agreement for installation and maintenance from Turn-Key Mobile, Inc. of Jefferson City, Missouri, via Texas Department of Information Resources Cooperative for a total amount not to exceed $1,541,113.15; appropriating $1,541,113.15 from the unreserved fund balance of the Liability and Employee Benefits – General Liability Fund; transferring to the IT Fund; and amending the FY 2018-2019 operating budget adopted by Ordinance No. 031548; funded through the Liability and Employee Benefits – General Liability Fund. PURPOSE: To approve the purchase of 180 Panasonic vehicle video recording systems and a five- year service agreement for installation and maintenance, which includes custom and system configuration, software and firmware updates, training and warranty of equipment. BACKGROUND AND FINDINGS: The current Coban Technologies Patrol in-car camera video system was purchased in September of 2012. 164 Patrol in-car video cameras had an end of life of five years. We are now at the end of our seventh year, two years past the end of life. The Police Department is currently experiencing a high failure rate which warrants the in-car video Purchase of Patrol Car Video Recording Systems for Police AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting August 20, 2019 Second Reading Ordinance for the City Council Meeting August 27, 2019 camera system be replaced. Panasonic’s patrol in-car video camera systems are fully compatible with the Panasonic Patrol body cameras purchased in April 2019. The Panasonic’s patrol car video camera system records traffic stops or other activities that a Patrol Officer may encounter in their day to day duties. All videos are automatically uploaded to the Panasonic’s Unified Digital Evidence Management System which enables the video to be retrieved and viewed at a later time while preserving the chain of custody for evidence tracking. The purchase is through the Texas Department of Information Resources (DIR) Cooperative. This saves the City significant costs by managing only one digital evidence management platform. The purchase includes complete installation and training of personnel as well as de-installation of old Coban equipment. Funds to purchase 180 Panasonic Arbitrator video recording systems and equipment for 8 criminal investigation interview rooms from Turn-Key Mobile, Inc. are being funded by a transfer of funds from the Unreserved Fund Balance in the Liability and Employee Benefits-General Liability Fund No. 5611 to the IT Fund No. 5210 in the amount of $1,541,113.15. 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 Information Technology FINANCIAL IMPACT: X Operating □ Revenue □ Capital □Not applicable Fiscal Year: 2018-2019 Current Year Future Years TOTALS Line Item Budget $5,525,061.00*0.00 $5,525,061.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 *This item $1,541,113.15 0.00 $1,541,113.15 BALANCE $3,983,947.85 0.00 $3,983,947.85 *This is the appropriable fund balance. Funding Detail: Fund:5611 – Liability & Employee Benefits-General Liability Fund Organization/Activity:n/a Mission Element:241 – Provide & Support Technology Infrastructure Project # (CIP Only): n/a Account:251850 – account number for the unreserved fund balance RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Service Agreement 2460 Price Sheet Ordinance authorizing the purchase of 180 Police vehicle video recording systems and a five-year service agreement for installation and maintenance from Turn-Key Mobile, Inc. of Jefferson City, Missouri, via Texas Department of Information Resources Cooperative for a total amount not to exceed $1,541,113.15; appropriating $1,541,113.15 from the unreserved fund balance of the Liability and Employee Benefits – General Liability Fund; transferring to the IT Fund; and amending the FY 2018-2019 operating budget adopted by Ordinance No. 031548; funded through the Liability and Employee Benefits – General Liability Fund. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1.That funds in the amount of $1,541,113.15 are appropriated from the Liability and Employee Benefits-General Liability Fund No. 5611 and appropriated in the IT Fund No. 5210 for the purchase 180 vehicle video recording systems from Turn-Key Mobile, Inc. SECTION 2.That the FY2018-19 operating budget adopted by Ordinance No. 031548 is amended by increasing expenditures by $1,541,113.15. SECTION 3.That the City Manager, or designee, is authorized to execute all documents necessary to purchase 180 vehicle video recording systems and a five-year service agreement for installation and maintenance from Turn-Key Mobile, Inc., of Jefferson City, Missouri, based on the cooperative purchasing agreement with Texas Department of Information Resources (DIR) Cooperative, for a total amount not to exceed $1,541,113.15. 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 Manufacturer Mfr. Part #Description MSRP % off MSRP Discount With Discount QUOTE QTY TOTAL PANASONIC ARB-KIT-HD ARBITRATOR MK3 HD CAMERA 256GB ACCS SSD WRLS 1 INTEGRATED OPTION $6,250.00 11%$687.50 $5,562.50 $4,060.00 173 $702,380.00 PANASONIC ARB-KIT-HDNOCAM ARBITRATOR MK3 256 GB SSD WL 1 ACCS INTEGRATED OPTION $4,559.00 11%$501.49 $4,057.51 $3,090.00 3 $9,270.00 PANASONIC ARB-256SSD 256GB 2.5IN 7MM SSD FOR 2.5 ARBITRATOR ARB MK3 $570.00 11%$62.70 $507.30 $415.00 180 $74,700.00 PANASONIC ARB-M90 900 MHZ WIRELESS MICROPHONE ACCS FULL KIT $690.00 11%$75.90 $614.10 $495.00 352 $174,240.00 PANASONIC ARB-SOFICVOPBUN5 1-5YR IN-CAR VIDEO UEMS1 ON LICS PREM STOR BNDL PER DEV W/ DEV LICS Product stocked by manufacturer. Delivery times vary. $645.00 2%$12.90 $632.10 $616.00 176 $108,416.00 PANASONIC TGS-3DP G-FORCE SENSOR FOR ARBITRATOR DOCK VEHICLE $299.00 11%$32.89 $266.11 $238.50 176 $41,976.00 PANASONIC ARB-WV-VC31-C BACK SEAT CAMERA INCLUDES PERP CABLE $515.00 11%$56.65 $458.35 $354.00 167 $59,118.00 PANASONIC ARB-APWWQS22-RP-BL DOUBLE-WIFI ANTENNA ACCS $165.00 11%$18.15 $146.85 $118.00 176 $20,768.00 PANASONIC ARB-BWC3CTB COMMON TRIGGER BOX CPNT $320.00 11%$35.20 $284.80 $236.00 5 $1,180.00 PANASONIC ARB-BWC3PAIRDCK BWC MK3 IN-VEHICLE PAIRING DOCKCPNT W/WIRING HARNESS/M $270.00 11%$29.70 $240.30 $195.00 5 $975.00 PANASONIC ARB-BWCBLANT-BLB LOW PROFILE BLADE TYPE ANTENNA ACCS $85.00 11%$9.35 $75.65 $75.65 5 $378.25 PANASONIC ARB-SSDREAD MK3 SSD READER EXT $263.00 11%$28.93 $234.07 $210.00 5 $1,050.00 PANASONIC CF-SVCARB2ICC1 ARBITRATOR 360 CAR INSTALLATIONELEC TRAINING TRAIN THE INSTALLERS Product stocked by manufacturer. Delivery times vary. $2,780.00 2%$55.60 $2,724.40 $2,724.00 1 $2,724.00 PANASONIC ARB-SOFCONSULHALF ONE HALF DAY OF CONSULTING SVCS Product stocked by manufacturer. Delivery times vary. $1,300.00 2%$26.00 $1,274.00 $1,150.00 1 $1,150.00 PANASONIC ARB-SOFCONSULT ONE DAY OF CONSULTING SVCS Product stocked by manufacturer. Delivery times vary. $2,500.00 2%$50.00 $2,450.00 $2,200.00 6 $13,200.00 TKM Misc Sales $30,000.00 1 $30,000.00 TKM Service - Setup ARB $1,750.00 14 $24,500.00 TKM Service - ARB IVC $6,300.00 5 $31,500.00 TKM Installation - Contracted $627.00 155 $97,185.00 TKM Installation - Contracted $591.00 13 $7,683.00 TKM Installation - Contracted $780.00 3 $2,340.00 TKM Installation - Contracted $300.00 5 $1,500.00 TKM De-Install $240.00 171 $41,040.00 PANASONIC ARB-KIT-HDVUE MK3 ARB LIND DISTRIBUTION CEN ACCS NEED TO BE PRE-APPROVED BY VENDOR $4,700.00 11%$517.00 $4,183.00 $3,305.00 8 $26,440.00 PANASONIC ARB-SOFICVOPBUN5 1-5YR IN-CAR VIDEO UEMS1 ON LICS PREM STOR BNDL PER DEV W/ DEV LICS Product stocked by manufacturer. Delivery times vary. $645.00 2%$12.90 $632.10 $616.00 8 $4,928.00 PANASONIC WV-S2231L Camera 1080P H.265 Indoor Vandal Dome w/IR LED $1,055.00 38%$400.90 $654.10 $597.00 9 $5,373.00 TKM LE-047 $258.00 1 $258.00 TKM Misc Sales $50.00 1 $50.00 TKM AZ-LEDESW12VL $0.00 8 $0.00 TKM Service - Setup ARB $2,000.00 4 $8,000.00 PANASONIC ARB-KIT-HD ARBITRATOR MK3 HD CAMERA 256GB ACCS SSD WRLS 1 INTEGRATED OPTION $6,250.00 11%$687.50 $5,562.50 $4,060.00 6 $24,360.00 PANASONIC ARB-256SSD 256GB 2.5IN 7MM SSD FOR 2.5 ARBITRATOR ARB MK3 $570.00 11%$62.70 $507.30 $415.00 6 $2,490.00 PANASONIC ARB-M90 900 MHZ WIRELESS MICROPHONE ACCS FULL KIT $690.00 11%$75.90 $614.10 $495.00 6 $2,970.00 PANASONIC ARB-SOFICVOPBUN5 1-5YR IN-CAR VIDEO UEMS1 ON LICS PREM STOR BNDL PER DEV W/ DEV LICS Product stocked by manufacturer. Delivery times vary. $645.00 2%$12.90 $632.10 $616.00 6 $3,696.00 PANASONIC TGS-3DP G-FORCE SENSOR FOR ARBITRATOR DOCK VEHICLE $299.00 11%$32.89 $266.11 $238.50 6 $1,431.00 PANASONIC ARB-WV-VC31-C BACK SEAT CAMERA INCLUDES PERP CABLE $515.00 11%$56.65 $458.35 $354.00 6 $2,124.00 PANASONIC ARB-APWWQS22-RP-BL DOUBLE-WIFI ANTENNA ACCS $165.00 11%$18.15 $146.85 $118.00 6 $708.00 PANASONIC ARB-BWC3CTB COMMON TRIGGER BOX CPNT $320.00 11%$35.20 $284.80 $236.00 6 $1,416.00 PANASONIC ARB-BWC3PAIRDCK BWC MK3 IN-VEHICLE PAIRING DOCKCPNT W/WIRING HARNESS/M $270.00 11%$29.70 $240.30 $195.00 6 $1,170.00 PANASONIC ARB-BWCBLANT-BLB LOW PROFILE BLADE TYPE ANTENNA ACCS $85.00 11%$9.35 $75.65 $75.65 6 $453.90 PANASONIC arb-bwc3-8bay MK3 BWC 8 Bay Dock $1,950.00 11%$214.50 $1,735.50 $1,486.00 2 $2,972.00 TKM TKM-PM $5,000.00 1 $5,000.00 $1,541,113.15 PRICE SHEET DIR Contract #DIR-TSO-4025 Jefferson City, Missouri 5-Year Service Agreement Patrol Car Video Recording Systems for Police CITY OF CORPUS CHRISTI PURCHASING DIVISION SR. BUYER: JOHN ELIZONDO Turn-Key Mobile, Inc. SERVICE AGREEMENT NO. 2460 Patrol Car Video Recording Systems for Police THIS Patrol Car Video Recording Systems for Police Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Turn-Key Mobile, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Patrol Car Video Recording Systems for Police in response to Request for Bid/Proposal No. 2460 ("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 l 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 Patrol Car Video Recording Systems for Police ("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 five years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. The parties may mutually extend the term of this Agreement for up to zero additional five-year periods ("Option Period(s)"), provided, the parties do so by written amendment 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 $1,541, 113.15, 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. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment 8, the content of which is incorporated by reference into this Agreement as if 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. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form Approved as to Legal Form July 11, 2019 Page 1 of 7 City of Corpus Christi Attn: Accounts Payable P .0. Box 9277 Corpus Christi, Texas 78469-9277 4.Contract Administrator. The Contract Administrator designated by the City isresponsible for approval of all phases of performance and operations under thisAgreement, including deductions for non-performance and authorizations forpayment. The City's Contract Administrator for this Agreement is as follows: Name: Greg Johnson Information Technology Department Phone: 361-826-8354 Email: Gregj@cctexas.com 5.Insurance; Bonds. (A)Before performance can begin under this Agreement, the Contractor mustdeliver a certificate of insurance ("COi"), as proof of the required insurancecoverages, 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 intentnot 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 ofthe City Manager's written request. Insurance requirements are as stated inAttachment C, the content of which is incorporated by reference into thisAgreement as if fully set out here in its entirety. (B)In the event that a payment bond, a performance bond, or both. arerequired of the Contractor to be provided to the City under this Agreement beforeperformance can commence, the terms, conditions, and amounts required in thebonds and appropriate surety information are as included in the RFB/RFP or asmay be added to Attachment C, and such content is incorporated here in thisAgreement by reference as if each bond's terms, conditions, and amounts werefully set out here in its entirety. 6.Purchase Release Order. For multiple-release purchases of Services to beprovided by the Contractor over a period of time, the City will exercise its right tospecify time, place and quantity of Services to be delivered in the followingmanner: any City department or division may send to Contractor a purchaserelease order signed by an authorized agent of the department or division. Thepurchase release order must refer to this Agreement, and Services will not berendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form Approved as to Legal Form July l 1, 2019 Page 2 of 7 AGENDA MEMORANDUM First Reading for the City Council Meeting of August 20, 2019 Second Reading for the City Council Meeting of August 27, 2019 ______________________________________________________________________ DATE:August 2, 2019 TO:Peter Zanoni, City Manager THRU:Constance P. Sanchez, Interim Assistant City Manager FROM:Alma Casas, Interim Director of Financial Services AlmaC@cctexas.com (361) 826-3610 CAPTION: Ordinance authorizing the issuance of “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement and Refunding Bonds, Series 2019” for Water and Wastewater Utility improvements in an amount not to exceed $113,000,000 and authorizing other matters incident and related thereto. PURPOSE: The City plans on issuing $50,000,000 of Utility System Junior Lien Revenue Improvement Bonds and refunding $58,680,000 of Build America Bonds issued on July 1, 2010 for savings. The amount of bond issuance included in the ordinance of $113,000,000 includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. The actual bond sale cannot exceed this amount but will more than likely be substantially less. BACKGROUND AND FINDINGS: On September 11, 2018, the City Council approved a $50,000,000 reimbursement resolution to award contracts for water and wastewater projects included in the Fiscal Year 2019 Capital Improvement Plan (CIP) prior to the issuance of bonds. This agenda item will replenish the City funds used for these projects with the issuance of Utility System Revenue Bonds. In July 2010, the City issued $60,625,000 of Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy – Build America Bonds). Authorized under the American Recovery and Reinvestment Act of 2009, this Act enabled municipalities to issue taxable debt and receive a federal subsidy equal to 35% of their interest expense for Build America Bonds issued prior to January 1, 2011. The initial program was structured in a way for the City to file a request with the federal government/ Internal Revenue Service for its 35% subsidy Authorization for the Issuance of Utility System Revenue Improvement and Refunding Bonds approximately 45 days before each debt payment is made. However, since the issuance of the bonds, government sequestration has resulted in a reduction of 8.7% of the government subsidy from 35% to 32.8%. These bonds are callable on July 15, 2020, and under the current tax laws, the City is able to advance refund them prior to the call date because they are taxable bonds. We will be refunding $58,680,000 into tax exempt Utility System Revenue Improvement Bonds for an estimated net present value savings of 5.2% or $3,017,442. This is projected to be an annual savings for the City’s Utility System of approximately $150,000 per year. Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Assistant City Managers, and the Director of Financial Services - including any person serving in any of the foregoing capacities on an interim or non- permanent basis (the “Delegated Officials”) the authority to effect the sale of the bonds subject to the following parameters: (1) the principal amount in total of all bonds sold may not exceed $113,000,000; (2) the refunding will result in a net present value savings of at least 3.00%; and (3) the true interest rate shall not exceed 6% per year. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Financial Services Department Bond Counsel City Attorney’s Office FINANCIAL IMPACT: □ Not Applicable □ Operating Expense X Revenue □ CIP Project to Date Exp.Current Future (CIP Only)Year Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item -113,000,000$ -113,000,000$ BALANCE -113,000,000$ -113,000,000$ FUND(S): CIP Fund (number to be determined after bond sale) COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance 74839135.3 DRAFT 7/30/2019 ORDINANCE NO. __________ ORDINANCE AUTHORIZING THE ISSUANCE OF “CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2019” IN AN AMOUNT NOT TO EXCEED $113,000,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A JUNIOR AND INFERIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY’S UTILITY SYSTEM ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, AN ESCROW AGREEMENT, AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously Issued Priority Bonds) secured by a first and prior lien on and pledge of the Net Revenues (hereinafter defined) of the City’s combined utility systems (as further described and defined herein, the System); and WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Priority Bonds, the City reserved the right to issue revenue bonds on parity with the Priority Bonds (hereinafter defined); and WHEREAS, the City Council has heretofore issued, and there are currently outstanding revenue bonds (the Previously Issued Junior Lien Obligations) secured by a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds; and WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Junior Lien Obligations, the City reserved the right to issue revenue bonds on a parity with the Junior Lien Obligations (hereinafter defined) from time to time outstanding; and 74839135.3 -2- WHEREAS, the City Council has heretofore issued, and there are currently outstanding, obligations supported by a lien on and pledge of the Net Revenues of the System that are inferior to the lien thereon and pledge thereof securing the Priority Bonds and the Junior Lien Obligations (the Previously Issued Subordinate Lien Obligations); and WHEREAS, the City Council has determined for the purpose of improving the credit quality of its Junior Lien Obligations, which has become its primary lien for issuing System debt, that it will no longer issue obligations secured by a first and prior lien on and pledge of the Net Revenues of the System referred to herein as “Priority Bonds”, on parity with the lien thereon and pledge thereof securing the Previously Issued Priority Bonds, for new money purposes and, at such time as no Priority Bonds remain outstanding, all System revenue obligations now subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net Revenues shall be elevated in kind in priority of lien and payment so that when there are no longer any Priority Bonds outstanding, the Junior Lien Obligations (defined herein) will enjoy a first and prior lien on and pledge of the Net Revenues of the System; and WHEREAS, there are currently outstanding obligations in the aggregate principal amount of at least $58,680,000, being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code, as amended (Chapter 1207), the City Council is authorized to issue revenue and refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 requires that the deposit of the proceeds from the sale of the revenue and refunding bonds be deposited directly with any designated escrow agent for the Refunded Obligations that is not the depository bank of the City; and WHEREAS, ____________________________, _______________, Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined) and Escrow Agent (hereinafter defined) for the revenue and refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the Bonds herein authorized and such refunding will result in a net present value saving of approximately $__________ (__________%) to the City and a gross savings of $__________, including the cash contribution of $0.00; WHEREAS, the revenue and refunding bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including the Act (defined herein), and the terms of this Ordinance (hereinafter defined), for the purposes set forth in this Ordinance; and now therefore, 74839135.3 -3- BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1: Authorization - Designation - Principal Amount - Purpose. Revenue and refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of _________________________ THOUSAND AND NO/100 DOLLARS ($__________), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2019 (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) designing, planning, building, improving, extending, enlarging, and repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) paying the costs of issuance relating thereto. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, including (particularly) Chapter 1207 and Chapter 1371, as amended, Texas Government Code (Chapter 1371 and, together with Chapter 1207, the Act). As authorized by the Act, each Authorized Official is hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds (referenced to and defined herein as the Purchasers), the redemption provisions therefor, the rate of interest to be borne on the principal amount of each such maturity, and the identification of an underwriter or underwriting syndicate for the Bonds. Each Authorized Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate (defined herein) attached hereto as Schedule II. The Bonds shall be issued in the principal amount not to exceed $113,000,000; the maximum maturity of the Bonds will be July 15, 2050, the refunding will result in a net present value savings of at least 3.00%, and the true interest rate (federal arbitrage yield) shall not exceed a rate greater than 6.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. Lastly, each Authorized Official is authorized to select the bond insurer and/or debt service reserve fund surety provider, if any, with respect to the Bonds. If the Authorized Official chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Authorized Official shall be permitted to execute an insurance or similar reimbursement agreement in substantially the form attached hereto as Exhibit F (which form is hereby approved) in connection with such purchase. The execution of an Approval Certificate relating to the Bonds issued hereunder shall evidence the sale date of the Bonds by the City to the Purchasers in accordance with the provisions of Chapter 1371. It is further provided, however, that notwithstanding the foregoing provisions, no Bonds shall be delivered unless, prior to their initial delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. 74839135.3 -4- SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only; shall be dated ________, 2019 (the Dated Date); shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered “R-” and numbered consecutively from One (1) upward; and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date, or the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: Years of Stated Maturity (July 15) Principal Amounts ($) Interest Rates (%) 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 74839135.3 -5- Years of Stated Maturity (July 15) Principal Amounts ($) Interest Rates (%) 2049 2050 SECTION 3: Payment of Bonds - Interest Payments - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder (hereinafter defined) of the Bonds. The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above in Section 2, computed on the basis of a 360-day year of twelve 30-day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (each, an Interest Payment Date), commencing January 15, 2020, while the Bonds are Outstanding. The selection and appointment of ______________________, _____________, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (defined herein) for purposes of payment of interest thereon and (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds’ Stated Maturity or upon prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes 74839135.3 -6- whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder’s risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Mandatory Redemption. The Bonds stated to mature on July 15, 20___ are referred to herein as the “Term Bonds”. The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the years as set forth below: Term Bonds Stated to Mature on July 15, 20___ Year Principal Amount ($) * *Payable at Stated Maturity. 74839135.3 -7- The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (i) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (iii) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Bonds having Stated Maturities on and after July 15, 20___ shall be subject to redemption prior to Stated Maturity, at the option of the City, on July 15, 20___, or any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the City Council. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City’s expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be 74839135.3 -8- redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor, its seal reproduced or impressed thereon, and attested by the City Secretary. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (defined herein), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. 74839135.3 -9- At the option of the Holder, Bonds may be exchanged for other Bonds of the same series and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds, to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 27 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a single fully-registered Bond in the total principal amount of $__________ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully-registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the initial purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchasers. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are 74839135.3 -10- permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 74839135.3 -11- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. ______ $______________ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2019 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: ________, 2019 REGISTERED OWNER: _________________________________________________________ PRINCIPAL AMOUNT: _______________________________________________ DOLLARS The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof from the Dated Date or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of 30-day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing January 15, 2020. Principal and premium, if any, of the Bond shall be payable to the Registered Owner hereof (the Holder) upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on the appropriate date of payment by United States Mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder’s risk and expense. This Bond is one of the series specified in its title issued in the aggregate principal amount of $__________ (the Bonds) pursuant to an ordinance adopted by the governing body of the City 74839135.3 -12- (the Ordinance), for the purpose of (i) designing, planning, building, improving, extending, enlarging, and repairing the System, (ii) discharging and making final payment of the Refunded Obligations, and (iii) paying the costs of issuance related thereto, all in conformity with the laws of the State of Texas, particularly the City’s Home Rule Charter and the Act, and the Ordinance. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds stated to mature on July 15, 20___ are referred to herein as the “Term Bonds”. The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on July 15 in each of the years as set forth below: Term Bonds Stated to Mature on July 15, 20___ Year Principal Amount ($) * *Payable at Stated Maturity. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least fifty (50) days prior to the mandatory redemption date (i) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (iii) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Bonds stated to mature on and after July 15, 20___ may be redeemed prior to their Stated Maturities, at the option of the City, on July 15, 20___ or on any date, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first-class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there 74839135.3 -13- shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. In the event of a partial redemption of the principal amount of this Bond, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to the registered owner hereof, without charge, a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are special obligations of the City, issued as Junior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) a lien on and pledge of the Net Revenues derived from the operation of the City’s combined utility systems (as further described in the Ordinance, the System), that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City or System, except with respect to the Junior Lien Pledged Revenues. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Junior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions under which the City may issue Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and 74839135.3 -14- obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a pledge of and lien on the Junior Lien Pledged Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank] 74839135.3 -15- IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF CORPUS CHRISTI, TEXAS __________________________________________ Mayor ATTEST: ____________________________________ City Secretary (SEAL) [The remainder of this page intentionally left blank.] 74839135.3 -16- C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this . ____________________________________ Comptroller of Public Accounts of the State of Texas (SEAL) * Note to Printer: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: ___________________________________ ______________________________, _____________, Texas, as Paying Agent/Registrar By: _______________________________ Authorized Signature * Note to Printer: to appear on printed Bonds E. Form of Assignment. 74839135.3 -17- ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): _________________________________ ______________________________________________________________________________ (Social Security or other identifying number): ________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: ____________________________ ________________________________________________ NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: ____________________________________ [The remainder of this page intentionally left blank.] 74839135.3 -18- F. Form of Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the Bond(s) the headings “Interest Rate” and “Stated Maturity” shall both be completed “as shown below”; (2) the first two paragraphs shall read as follows: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Stated Maturity Principal Amounts ($) Interest Rates (%) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of 30-day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing January 15, 2020. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the corporate trust office of ____________________ ______________, _____________, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. [END OF FORMS] G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the Bonds, the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the insurer. 74839135.3 -19- SECTION 9: Definitions. For all purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 32 and 46 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Accountant shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. B. The term Additional Junior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is junior and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds now Outstanding or hereafter issued by the City but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Subordinate Lien Obligations and the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by the City Council in accordance with applicable law. C. The term Additional Priority Bonds shall mean any obligations hereafter issued to refund any of the Previously Issued Priority Bonds if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law and under the terms and conditions provided in Section 19 of this Ordinance. D. The term Additional Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. E. The term Approval Certificate shall mean a written instrument from time to time executed by an Authorized Official in accordance with Section 1 of this Ordinance. F. The term Authorized Official shall mean the City Manager of the City, each Assistant City Manager of the City, and the City’s Director of Financial Services (which shall 74839135.3 -20- include any person serving in any of the foregoing capacities on an interim or non-permanent basis). G. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirements of obligations when due and derived by dividing the total of such Debt Service Requirements by the number of years then remaining before final Stated Maturity. The calculation of Average Annual Debt Service Requirements shall be net of (1) capitalized interest from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. H. The term Bonds shall mean the $__________ “CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2019”, dated ________, 2019, authorized by this Ordinance. I. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. J. The term Capital Additions shall mean a reservoir or other water storage facilities, a water or wastewater treatment plant or an interest therein, an electric generation facility and/or distribution system or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. K. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. L. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. M. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. N. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase Debt, purchase or sale agreements, interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the City as a Credit Agreement in connection with the authorization, issuance, security, or payment of any obligation authorized by Chapter 1371, and which includes any Credit Facility. O. The term Credit Facility shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or (ii) a letter or line of credit issued by any financial institution. 74839135.3 -21- P. The term Credit Provider shall mean any bank, financial institution, insurance company, surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or provider of a Credit Agreement or Credit Facility. Q. The term Debt shall mean (1) all indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Net Revenues and/or Junior Lien Pledged Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Junior Lien Pledged Revenues and/or Net Revenues (except indebtedness not treated as Debt hereunder) for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (i) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (ii) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. R. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12-month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the “Revenue Bond Index” or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the 74839135.3 -22- manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non–permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations, Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. S. The term Depository shall mean an official depository bank of the City. T. The term Engineer shall mean an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of, the City. U. The term Fiscal Year shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City, presently being that period commencing on October 1 of each year and ending on the following September 30. V. The term Government Securities shall mean: (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. W. The term Gross Revenues shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System, including the interest income from the investment or deposit of money in any Fund created or confirmed by this Ordinance or maintained by the City in connection with the System, other than those amounts subject to payment to the United States of America as rebate pursuant to section 148 of the Code. X. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. 74839135.3 -23- Y. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds, that is included in Junior Lien Pledged Revenues, that is or will be pledged to the payment of the Subordinate Lien Obligations, and that is on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. Z. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being January 15 and July 15 of each year, commencing January 15, 2020, while any of the Bonds remain Outstanding. AA. The term Junior Lien Obligations shall mean (i) the Previously Issued Junior Lien Obligations, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. BB. The term Junior Lien Pledged Revenues shall mean (i) the Net Revenues that remain after payment of all amounts, and funding of all funds, relating to any Priority Bonds, plus (ii) any additional revenues, income, receipts, or other resources including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, and at the City’s discretion, any Additional Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues. CC. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. DD. The term Operating Expenses shall mean the expenses of operation and maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and fairly exercised by the passage of appropriate ordinances, are necessary to render adequate service, or such as might be necessary to meet some physical accident or condition which would otherwise impair any Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the System. Operating Expenses shall include the purchase of water, sewer and gas services as received from other entities and the expenses related thereto and, to the extent permitted by a change in law (and receipt of an opinion as to legality from a firm of nationally recognized bond counsel), Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. Operating Expenses shall never include any allowance for depreciation, property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. 74839135.3 -24- EE. The term Ordinance shall mean this Ordinance adopted by the City Council on June 21, 2016 authorizing the issuance of the Bonds. FF. The term Outstanding shall mean when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 34 of this Ordinance; and (3) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 27 of this Ordinance. GG. The term Paying Agent/Registrar shall mean the financial institution specified in Section 3 of this Ordinance, or its herein-permitted successors and assigns. HH. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing Date the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes a lien on and pledge of Net Revenues of the System that is junior and inferior to the lien thereon and pledge thereof securing the Priority Bonds but superior to the lien thereon and pledge thereof securing the Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows: (1) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012”, dated November 15, 2012, in the original principal amount of $69,085,000; (2) “City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012”, dated November 15, 2012, in the original principal amount of $155,660,000; (3) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013”, dated November 1, 2013, in the original principal amount of $97,930,000; (4) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2015”, dated July 1, 2015, in the original principal amount of $46,990,000; (5) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015A”, dated March 1, 2015, in the original principal amount of $93,600,000; 74839135.3 -25- (6) “City of Corpus Christi, Texas Utility System Rate Junior Lien Revenue Improvement Bonds, Series 2015C”, dated July 1, 2015, in the original principal amount of $101,385,000; (7) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2016”, dated August 1, 2016, in the original principal amount of $80,415,000; (8) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017”, dated March 15, 2017, in the original principal amount of $51,215,000; (9) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017A”, dated May 1, 2017, in the original principal amount of $27,670,000; (10) “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017”, dated October 1, 2017, in the original principal amount of $2,750,000; and (11) Upon issuance, the Bonds. II. The term Previously Issued Priority Bonds shall mean, as of the Closing Date (i) the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, identified as follows: (1) “City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010”, dated March 1, 2010, in the original principal amount of $8,000,000; (2) “City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy-Build America Bonds)”, dated July 1, 2010, in the original principal amount of $60,625,000; and (3) “City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2012”, dated April 1, 2012, in the original principal amount of $52,500,000. JJ. The term Previously Issued Subordinate Lien Obligations shall mean the “City of Corpus Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018”, dated February 15, 2018, in the original principal amount of $34,835,000. KK. The term Priority Bonds shall mean the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System, as determined by the City Council in accordance with any applicable law. LL. The term Prudent Utility Practice shall mean any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to 74839135.3 -26- the practices, methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is owned in common with one or more other entities, the term “Prudent Utility Practice”, as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. MM. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. NN. The term Required Reserve Amount shall have the meaning given such term in Section 14 of this Ordinance. OO. The term Reserve Fund shall have the meaning given such term in Section 14 of this Ordinance. PP. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. QQ. The term Special Project shall mean, to the extent permitted by law, any water, sewer, wastewater reuse, or municipal drainage system property, improvement, or facility declared by the City, upon the recommendation of the City Council, not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (hereinafter defined) being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction, and installation under such Special Project Bonds. RR. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on July 15 of each year, as set forth in Section 2 of this Ordinance. SS. The term Subordinate Lien Obligations shall mean (i) the Previously Issued Subordinate Lien Obligations, (ii) any Additional Subordinate Lien Obligations, and (iii) any obligations issued to refund the foregoing payable and equally and ratably secured from a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the payment of the Priority Bonds and the Junior Lien Obligations but superior to the lien thereon and pledge thereof securing the payment of the Inferior Lien Obligations, as determined by the City Council in accordance with any applicable law. TT. The term System shall mean and include, whether now existing or hereinafter added (including additions made from time to time in accordance with the provisions of the City 74839135.3 -27- ordinances authorizing the issuance of the Outstanding Priority Bonds), the City’s existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto including, to the extent permitted by law (and to be added at the sole discretion of the City), storm sewer and drainage within the waterworks system, solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise services, and all replacements, additions, and improvements to any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City to be a Special Project and not a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of Special Project Bonds, which are hereby defined as being special revenue obligations of the City which are not secured by or payable from all or part of the Net Revenues and/or Junior Lien Pledged Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such Special Project Bonds. UU. The term System Fund shall have the meaning given such term in Section 12 of this Ordinance. SECTION 10: Pledge of Junior Lien Pledged Revenues. A. The City hereby covenants and agrees that the Junior Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Junior Lien Obligations, including the establishment and maintenance of the special funds or accounts created for the payment and security thereof, all as hereinafter provided; and it is hereby resolved that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for the payment and security of the Junior Lien Obligations, shall be, subject to the subordinate lien nature of the Junior Lien Pledged Revenues as herein described otherwise, prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior Lien Obligations are and will be secured by and payable only from the Junior Lien Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties whether real, personal, or mixed, constituting the System. B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Junior Lien Pledged Revenues granted by the City under subsection A of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Junior Lien Obligations are Outstanding and unpaid such that the pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Junior Lien Obligations the perfection of the security interest in this pledge, the City Council agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. 74839135.3 -28- SECTION 11: Rates and Charges. For the benefit of the Holders of the Bonds and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Junior Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System. B. To produce Net Revenues, together with any other lawfully available funds, sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a prior and first lien on an pledge of the Net Revenues of the System; C. To produce Net Revenues, together with any other lawfully available funds, equal to at least 1.15 times Average Annual Debt Service Requirements on the then-Outstanding Junior Lien Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien Pledged Revenues, that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the amounts that may be deposited in the special funds established for the payment of the Subordinate Lien Obligations; E. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, the Junior Lien Obligations, and the Subordinate Lien Obligations; and F. To pay, together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a 74839135.3 -29- refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. SECTION 12: System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a separate Fund or account (previously created and established and to be maintained with the Depository) known as the “City of Corpus Christi, Texas Utility System Revenue Fund” (the System Fund) and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: A. First: To the payment of all necessary and reasonable Operating Expenses or other expenses required by statute to be a first charge on and claim against the revenues of the System. B. Second: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued by the City. C. Third: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Junior Lien Obligations, the Bonds, and any Additional Junior Lien Obligations hereafter issued by the City. D. Fourth: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City. E. Fifth: To the payment of the amounts that must be deposited in any special funds and accounts created and established for the payment, security, and benefit of the any Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose; provided, however, that for so long as any Priority Bonds remain Outstanding, transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Fiscal Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances authorizing the issuance of the Priority Bonds). SECTION 13: Bond Fund - Excess Funds. For purposes of providing funds to pay the principal of and interest on the currently Outstanding Junior Lien Obligations as the same become due and payable, the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and known as the “City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement and Refunding Bonds Interest and Sinking Fund” (the Bond Fund). The City covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date from the available Net Revenues an amount equal to one 74839135.3 -30- hundred per cent (100%) of the amount required to fully pay the interest on and the principal of the currently Outstanding Junior Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Junior Lien Obligations to be made in substantially equal monthly installments on or before the 10th day of each month, beginning on or before the 10th day of the month next following the delivery of the Bonds to the Purchasers. As described further in Section 15 hereof, if the Junior Lien Pledged Revenues in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. The required monthly deposits to the Bond Fund for the payment of principal of and interest on the currently Outstanding Junior Lien Obligations shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior Lien Obligations (principal and interest) or (ii) the Junior Lien Obligations are no longer Outstanding. Any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from the Junior Lien Pledged Revenues. SECTION 14: Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds equal to 100% of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Junior Lien Obligations) for the Bonds (the Required Reserve Amount), the City hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the “Corpus Christi, Texas Utility System Junior Lien Revenue Improvement and Refunding Bonds Reserve Fund” (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any nationally recognized rating agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest 74839135.3 -31- due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part of the payment of the City’s Operating Expenses, and (2) any repayment obligation incurred by the City (including interest) to the Credit Provider, the payment of which will result in the reinstatement of such Credit Facility, prior to making payments required to be made to the Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Bonds. Until the issuance of any Additional Junior Lien Obligations (or as from time to time recalculated by the City as provided in the first paragraph of this Section), the Required Reserve Amount is $__________ (inclusive of the Bonds). Of this amount, $__________, representing the portion of the Required Reserve Amount attributable to the Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this Section from Revenues, paid from the System Fund at such level of priority as specified in Section 12, by the deposit of monthly installments, made on or before the 10th day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1/60th of the amount to be maintained in the Reserve Fund. As and when Additional Junior Lien Obligations are delivered or incurred, the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Junior Lien Obligations or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the 10th day of each month following the month of delivery of the then proposed Additional Junior Lien Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or 1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount (other than as the result of the issuance of Additional Junior Lien Obligations as provided in the preceding paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the 10th day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subject only to the prior payments to be made to the Bond Fund, the Junior Lien Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Ordinance, any City ordinance authorizing the issuance of the 74839135.3 -32- Priority Bonds, and any other ordinance pertaining to the issuance of Additional Junior Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. In the event a Credit Facility issued to satisfy all or a part of the City’s obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund or funds established for the payment of or security for the Bonds (including any escrow established for the final payment of any such obligations pursuant to the provisions of Chapter 1207), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at least 110% of the Average Annual Debt Service Requirements. In the event that the Junior Lien Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such percentage is below 100% in any Fiscal Year, in which case the hereinafter–specified requirements will commence after such Fiscal Year) of the Average Annual Debt Service Requirements, the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service Requirements. SECTION 15: Deficiencies - Excess Junior Lien Pledged Revenues. A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Junior Lien Pledged Revenues, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority Bonds, the Junior Lien Obligations, the Subordinate Lien Obligations and the Inferior Lien Obligations, the excess Net Revenues of the System may be used by the City for any lawful purpose (as further provided in Section 12 hereof). SECTION 16: Payment of Bonds. While any of the Bonds are Outstanding, an Authorized Official shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of 74839135.3 -33- interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. SECTION 17: Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small Business Administration, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, or Federal Housing Administration; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 18: Covenants. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administering and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, and to the extent of any irreconcilable conflict between the provisions contained herein and in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of the Priority Bonds now or hereafter Outstanding; provided, however, that the provisions of this Ordinance concerning the issuance of Additional Priority Bonds shall control. It is expressly recognized that prior to the issuance of any Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, or Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances authorizing the issuance of the then-Outstanding Priority Bonds, as appropriate. A. Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance 74839135.3 -34- authorizing the issuance of Junior Lien Obligations; it will promptly pay or cause to be paid the principal amount of and interest on all Debt, on the dates and in the places and manner prescribed in such ordinances and such Debt; and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Debt may require the City, its officials and employees to carry out, respect or enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the issuance of Debt, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the City, its officials and employees. B. City’s Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Acquisition and Construction; Operation and Maintenance. (1) It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements, in accordance with the plans and specifications therefor, as modified from time to time, with due diligence and in a sound and economical manner; and (2) it shall at all times use its best efforts to operate or cause to be operated the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain, preserve, reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its best efforts to cause to be made, all necessary and proper repairs, replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the owners of the Junior Lien Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien Pledged Revenues to the payment of the Junior Lien Obligations in the manner prescribed herein, and has lawfully exercised such rights. E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic’s, laborer’s, materialman’s or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic’s, laborer’s, materialman’s or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. 74839135.3 -35- F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, firm, corporation or other entity, other than the City. No part of the salary of any official or employee of the City or his replacement shall be paid from Junior Lien Pledged Revenues unless and only to the extent the duties and performances of such official or employee or his replacement appertain directly to the System. To the extent the City receives the services of the System, such services shall be accounted for according to the established rate schedule. G. Further Encumbrance. It will not additionally encumber the Net Revenues of the System in any manner, except as permitted in the City ordinances authorizing the Previously Issued Priority Bonds and in this Ordinance (which provisions are also included in other City ordinances authorizing other series of Junior Lien Obligations). H. Sale, Lease or Disposal of Property. No part of the System shall be sold, leased, mortgaged, demolished, removed or otherwise disposed of, except as follows: (1) To the extent permitted by law, the City may sell or exchange at any time and from time to time any property or facilities constituting part of the System only if (A) it shall determine such property or facilities are not useful in the operation of the System, or (B) the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by an Engineer and the City Manager stating, in their opinion, that the fair market value of the property or facilities exchanged is $250,000 or less, or (C) if such proceeds or fair market value exceeds $250,000 it shall have received a certificate executed by an Engineer and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Debt, or (ii) otherwise be used to provide for the payment of Debt. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Debt, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Debt, then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of, or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right (A) does not impede the operation by the City of the System and (B) does not in any manner impair or adversely affect the rights or security of the owners of the Debt under this Ordinance; and provided, further, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of $500,000, the City shall have received a certificate executed by an Engineer and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any 74839135.3 -36- payments received by the City under or in connection with any such lease, contract, license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. I. Books, Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Fiscal Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. (2) In lieu of obtaining policies for insurance as provided above, the City may self-insure against risks, accidents, claims or casualties described in clause (1) above. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. K. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an audit will be made of the books and accounts relating to the System and the Net Revenues by the Accountant. Such annual audit reports shall be open to the inspection of the registered owners of Debt and their agents and representatives at all reasonable times. L. Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. M. No Competition. To the extent it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be 74839135.3 -37- used as a substitute for the System’s facilities, and, to the extent that it legally may, the City will prohibit any such competing facilities. N. Rights of Inspection. The Engineer or any registered owner of $100,000 in aggregate principal amount of the Debt then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to an Engineer or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as an Engineer or such registered owner may from time to time reasonably request. SECTION 19: Issuance of Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Priority Bonds payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the conditions precedent contained in the City ordinances authorizing the Previously Issued Priority Bonds concerning the issuance of Additional Priority Bonds to realize debt service savings by refunding any Priority Bonds at such time outstanding. For the avoidance of doubt, the City hereby covenants to no longer issue Priority Bonds for “new money” purposes. B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, upon satisfying each of the following conditions precedent: (1) The City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Net Revenues and (ii) that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Junior Lien Obligations, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Junior Lien Obligations. (2) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Improvements, or for any other lawful 74839135.3 -38- purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection (3) of this Section and Section 21 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings (hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Priority Bonds and Junior Lien Obligations after giving effect to the Additional Junior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Junior Lien Obligations may not be issued for the purpose of financing Capital Improvements when other Outstanding Junior Lien Obligations which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Junior Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2) if the relevant conditions of this Subsection (2) as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Priority Bonds and Junior Lien Obligations (other than Junior Lien Obligations issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations proposed to be issued) after giving effect to the Additional Junior Lien Obligations then proposed to be issued. (3) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative, the City shall have obtained: (i) from an Engineer a comprehensive engineering report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Fiscal Years after the date the Capital Addition becomes commercially 74839135.3 -39- operative, and (B) conclude that (1) the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of an Engineer to the effect that, based on an engineering report prepared thereby for each Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the engineering report) will be equal to at least 1.15 times the Average Annual Debt Service Requirements for the currently Outstanding Junior Lien Obligations or incurred and all Additional Junior Lien Obligations estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the first series of obligations for the Capital Additions is to be delivered through the fifth Fiscal Year subsequent to the date the Capital Addition is estimated to become commercially operative. (4) Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Junior Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Junior Lien Obligations to finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection (3)(i) and (ii) or Subsection (1) of this Section but subject to satisfaction of the following conditions precedent: (i) the City makes a forecast (the Forecast) of the operations of the System demonstrating the System’s ability to pay all obligations, payable from the Net Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the period (the Forecast Period) of each ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) an Engineer reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Net Revenues of the System will be adequate to pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the Forecast Period and (B) the proceeds from the sale of such Additional Junior Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (5) Computations; Reports. With reference to Junior Lien Obligations anticipated and estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall be those reasonably estimated and computed by the City’s Director of Financial Services (or other officer of the City then having the primary responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection (3)(i) above, an Engineer may rely on other experts or professionals, 74839135.3 -40- including those in the employment of the City, provided such engineering report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Junior Lien Obligations for Capital Additions, the certification of the City Manager and an Engineer, together with the engineering report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. (6) Combination Issues. Junior Lien Obligations for Capital Additions may be combined in a single issue with Junior Lien Obligations for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection (2) through (4) are complied with as the same relate to the appropriate purpose. (7) Definition of Net Earnings. As used in this Section, the term Net Earnings shall mean the Gross Revenues of the System after deducting the Operating Expenses of the System and those items identified in the SECOND level of priority in Section 12 hereof, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. (8) Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the City Manager may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by the City Manager’s certification or opinion based on such change in rates and charges being in effect for the entire period covered by the City Manager’s certificate or opinion. C. The City may issue Additional Subordinate Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, but senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently-Outstanding Priority Bonds, this Ordinance, and the Previously Issued Subordinate Lien Obligations. D. The City may issue Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently-Outstanding Priority Bonds and this Ordinance. SECTION 20: Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest 74839135.3 -41- of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional Junior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City Managers’ certification required in Section 19 shall give effect to the Debt Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations being refunded following their cancellation or provision being made for their payment). SECTION 21: Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i) the plan for developing the Special Project is consistent with sound planning, (ii) the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv) the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. SECTION 22: Security of Funds. All money on deposit in the funds or accounts for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Ordinance. SECTION 23: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. For the avoidance of doubt, no default with respect to any obligation that is secured by and payable from a lien on and pledge of Net Revenues that is junior and subordinate to the lien thereon and pledge thereof securing the Priority Bonds shall ever be deemed to be a default with respect to the Priority Bonds. SECTION 24: Notices to Holders Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first-class postage prepaid, to the address of each Holder as it appears in the Security Register. 74839135.3 -42- In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 25: Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be deemed and construed to be a “security” and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 26: Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 27: Mutilated, Destroyed, Lost, and Stolen Bonds. If (i) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney’s fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. 74839135.3 -43- The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 28: Sale of Bonds- Official Statement Approval – Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to __________, __________, __________, as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated September ___, 2019 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The pricing terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Initial Bond shall be registered in the name of ____________________. Any Authorized Official is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City’s prior determination that the Preliminary Official Statement was, as of its date, “deemed final” in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Official), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated September ___, 2019, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 29: Escrow and Trust Agreement - Approval and Execution. The Escrow and Trust Agreement dated as of August 27, 2019 (the Agreement) by and between the City and ____________________________, _____________, Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Order for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by an Authorized Official for and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. 74839135.3 -44- Furthermore, any Authorized Official and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities, if any, referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the “CITY OF CORPUS CHRISTI, TEXAS JUNIOR LIEN REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2019 ESCROW FUND” (the Escrow Fund), including the execution of the subscription forms, if any, for the purchase and issuance of the “United States Treasury Securities - State and Local Government Series” for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. SECTION 30: Proceeds of Sale; Contribution from the City. Immediately following the delivery of the Bonds, certain proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Escrow Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from an Authorized Official. Amounts held in the interest and sinking fund for the Refunded Obligations and not used as part of the City’s contribution to the Escrow Fund, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. SECTION 31: Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par and accrued interest to their respective date of redemption. The City shall give written notice to the paying agent/registrar for the Refunded Obligations that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the redemption dates set forth on Schedule I attached hereto, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to the Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The paying agent/registrar for the Refunded Obligations is authorized and instructed to provide notice of this redemption to the holders of the Refunded Obligations in the form and manner described in the City ordinance authorizing the issuance of Refunded Obligations. SECTION 32: Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. 74839135.3 -45- Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (a) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (b) the Bonds means the yield on the Bonds, calculated in the manner set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to become “private activity bonds” within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and 74839135.3 -46- (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Bonds to become “private activity bonds” within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to become “arbitrage bonds” within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. 74839135.3 -47- (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued. (2) Not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four (4) years or more. 74839135.3 -48- (3) The City reasonably expects to spend 85% of the spendable years after the date of issuance thereof. K. No Subsidy Payments. (1) The City hereby certifies that it will neither request nor accept direct pay subsidy payments from the United States Treasury in support of the payment of debt service on the Refunded Obligations prior to their date of early redemption, including the discontinuation of all filings with the Internal Revenue Service (the Service) of Forms 8038-CP requesting such payments, for reporting periods that occur on or after the date of issue of the Bonds. (2) The City will file or cause to be filed with the Service a final Form 8038- CP and will notify the Service in such form that the City thereby will discontinue such filings. L. Elections. The City hereby directs and authorizes each Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 33: Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchasers. Furthermore, any Authorized Official or any combination of them are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City’s Bond Counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond to the Purchasers. SECTION 34: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Junior Lien Pledged Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when: (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or (ii) Government 74839135.3 -49- Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. To the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 32 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 35: Ordinance a Contract; Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate 74839135.3 -50- principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 36: Printed Opinion. The Purchasers’ obligation to accept delivery of the Bonds is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City’s Secretary is hereby approved and authorized. SECTION 37: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 38: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 39: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying Agent/Registrar, and the Holders. SECTION 40: Inconsistent Provisions. All resolutions and ordinances, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. SECTION 41: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 42: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. 74839135.3 -51- SECTION 43: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 44: Authorization of Paying Agent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 45: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 46: Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB’s Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. Financial Obligation means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. Undertaking means the City’s continuing disclosure undertaking, described in subsections B through F below, hereunder accepted and entered into by the City for the purpose of compliance with the Rule. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each Fiscal Year of the City ending in or after 2019, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 28 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit E hereto, or 74839135.3 -52- such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of Holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the 74839135.3 -53- termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material; (15) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City, and (b) the City intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. 74839135.3 -54- UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format – Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word- searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. 74839135.3 -55- Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the United States Securities and Exchange Commission. F. General Policies and Procedures Concerning Compliance with the Rule. Because the issuance of the Bonds is subject to the provisions of the Rule and because the potential “underwriters” in a negotiated sale of the Bonds or the initial purchasers in a competitive sale of the Bonds may be subject to MSRB rules and regulations with respect to such sale (including certain due diligence and suitability requirements, among others), the City hereby adopts the General Policies and Procedures Concerning Compliance with the Rule (the Policies and Procedures), attached hereto as Exhibit H, with which the City shall follow to assure compliance with the Undertaking. The City has developed these Policies and Procedures for the purpose of meeting its requirements of the Undertaking and, in connection therewith, has sought the guidance from its internal staff charged with administering the City’s financial affairs, its municipal or financial advisors, its legal counsel (including its Bond Counsel), and its independent accountants (to the extent determined to be necessary or advisable). The Policies and Procedures can be amended at the sole discretion of the City and any such amendment will not be deemed to be an amendment to the Undertaking. Each Authorized Official is hereby authorized to amend the Policies and Procedures as a result of a change in law, a future issuance of indebtedness subject to the Rule, or another purpose determined by the Authorized Official to be necessary or desirable for or with respect to future compliance with the Undertaking. SECTION 47: Book-Entry Only System. The Bonds are initially registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit G (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or 74839135.3 -56- any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository’s agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 48: Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General’s office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 49: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall 74839135.3 -57- most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 50: No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 51: Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City’s reasonable expectations and projections relative to those Bonds, such budget entries shall, upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. Each Authorized Official, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 52: Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by the Act, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. SECTION 53: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine, or neuter gender shall be considered to include the other genders. SECTION 54: Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, the City Council hereby delegates to each Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, escrow agent, open market securities bidding agent, verification agent or any other contract that is determined by an Authorized Official, the City’s Financial Advisor, or the City’s Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts); and, as necessary, to execute the Ancillary Bond Contracts on behalf and as the act and deed of the City. The Governing Body has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 55: City’s Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Official, the City’s Bond Counsel, and/or the City’s Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; 74839135.3 -58- provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 56: Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. [The remainder of this page intentionally left blank.] 74839135.3 S-1 SIGNED AND SEALED THIS 27th DAY OF AUGUST, 2019. CITY OF CORPUS CHRISTI, TEXAS __________________________________________ Mayor ATTEST: ____________________________________ City Secretary (SEAL) APPROVED THIS 27th DAY OF AUGUST, 2019: ____________________________________ Miles Risley, City Attorney 74839135.3 S-2 THE STATE OF TEXAS § § COUNTIES OF NUECES, § ARANSAS, KLEBERG, AND § SAN PATRICIO § § CITY OF CORPUS CHRISTI § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 27th day of August, 2019, authorizing the issuance of the City’s Utility System Junior Lien Revenue Improvement and Refunding Bonds, Series 2019, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 27th day of August, 2019. City Secretary (CITY SEAL) 74839135.3 S-3 The foregoing ordinance was read for the first time and passed to its second reading on this the 20th day of August, 2019, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ That the foregoing ordinance was read for the second time and passed finally on this the 27th day of August, 2019, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ PASSED AND APPROVED, this the 27th day of August, 2019. ATTEST: __________________________________ _____________________________ Rebecca Huerta Joe McComb City Secretary Mayor 74839135.3 S-4 INDEX TO SCHEDULES AND EXHIBITS Schedule I................................................................................... Schedule of Refunded Obligations Schedule II ........................................................................................................Approval Certificate Exhibit A ................................................................................... Paying Agent/Registrar Agreement Exhibit B .............................................................................................................. Purchase Contract Exhibit C .............................................................................................Escrow and Trust Agreement Exhibit D ...................................................................................................... Notices of Redemption Exhibit E .................................................................... Description of Annual Financial Information Exhibit F.................................................................................. Form of Reimbursement Agreement Exhibit G .......................................................................................... DTC Letter of Representations Exhibit H ........................ General Policies and Procedures Concerning Compliance With the Rule 74839135.3 Schedule I-1 SCHEDULE I Schedule of Refunded Obligations “City of Corpus Christi, Texas Utility System Revenue Refunding and Improvement Bonds, Taxable Series 2010 (Direct Subsidy – Build America Bonds)”, dated July 1, 2010, in the original principal amount of $60,625,000 and maturing on July 15, 2025, July 15, 2030, and July 15, 2040 in the aggregate principal amount of $58,680,000. The redemption date for these Refunded Obligations is July 15, 2020. 74839135.3 Schedule II-1 SCHEDULE II Approval Certificate See Tab No. ___ 74839135.3 A-1 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. ___ 74839135.3 B-1 EXHIBIT B Purchase Contract See Tab No. ___ 74839135.3 C-1 EXHIBIT C Escrow and Trust Agreement See Tab No. ___ 74839135.3 D-1 EXHIBIT D Notices of Redemption See Tab No. ___ 74839135.3 E-1 EXHIBIT E Description of Annual Financial Information The following information is referred to in Section 46 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The City’s audited financial statements for the most recently concluded Fiscal Year or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded Fiscal Year. 2. Tables 1 through 23 contained in the Official Statement; and the Audited Financial Statement of the City, as set forth in Appendix B to the Official Statement. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 74839135.3 F-1 EXHIBIT F Form of Reimbursement Agreement See Tab No. ___ 74839135.3 G-1 EXHIBIT G DTC Letter of Representations See Tab No. ___ 74839135.3 H-1 EXHIBIT H General Policies and Procedures Concerning Compliance with the Rule I. Capitalized terms used in this Exhibit have the meanings ascribed thereto in Section 46 of the Ordinance. Bonds refer to the Bonds that are the subject of the Ordinance to which this Exhibit is attached. II. As a capital markets participant, the City is aware of its continuing disclosure requirements and obligations existing under the Rule prior to February 27, 2019, the effective date of the most recent amendment to the Rule (the Effective Date), and has implemented and maintained internal policies, processes, and procedures to ensure compliance therewith. Adherence to these internal policies, processes, and procedures has enabled underwriters in non-exempt negotiated sales and initial purchasers in non-exempt competitive sales to comply with their obligations arising under various MSRB rules and regulations concerning due diligence and findings of suitability, among other matters, regarding the City’s compliance with the Rule. III. The City is aware that the Rule was amended as of the Effective Date (the Rule Amendment) and has accommodated this amendment by adding subparagraphs (15) and (16) to Section 46C of the Ordinance, which provisions are a part of the Undertaking. IV. The City is aware that “participating underwriters” (as such term is defined in the Rule) of the Bonds must make inquiry and reasonably believe that the City is likely to comply with the Undertaking and that the standards for determining compliance have increased over time as a result of, among others, the United States Securities and Exchange Commission’s Municipalities Continuing Disclosure Cooperation Initiative and regulatory commentary relating to the effectiveness of the Rule Amendment. V. The City now establishes the following general policies and procedures (the Policies and Procedures) for satisfying its obligations pursuant to the Undertaking, which policies and procedures have been developed based on the City’s informal policies, procedures, and processes utilized prior to the Effective Date for compliance with the City’s obligations under the Rule, the advice from and discussions with the City’s internal senior staff (including staff charged with administering the City’s financial affairs), its co-municipal or financial advisors, its legal counsel (including Bond Counsel), and its independent accountants, to the extent determined to be necessary or advisable (collectively, the Compliance Team): 1. The Director of Finance (the Compliance Officer) shall be responsible for satisfying the City’s obligations pursuant to the Undertaking through adherence to these Policies and Procedures; 2. the Compliance Officer shall establish reminder or “tickler” systems to identify and timely report to the MSRB, in the format thereby prescribed from time to time, the City’s information of the type described in Section 46B of the Ordinance; 3. the Compliance Officer shall promptly determine the occurrence of any of the events described in Section 46C of the Ordinance; 74839135.3 H-2 4. the Compliance Officer shall work with external consultants of the City, as and to the extent necessary, to timely prepare and file with the MSRB the annual information of the City and notice of the occurrence of any of the events referenced in Clauses 2 and 3 above, respectively, the foregoing being required to satisfy the terms of the Undertaking; 5. the Compliance Officer shall establish a system for identifying and monitoring any Financial Obligations, whether now existing or hereafter entered into by the City, and (upon identification) determining if such Financial Obligation has the potential to materially impact the security or source of repayment of the Bonds; 6. upon identification of any Financial Obligation meeting the materiality standard identified in Clause 5 above, the Compliance Officer shall establish a process for identifying and monitoring any City agreement to covenants, events of default, remedies, priority rights, or other similar terms under such Financial Obligation; 7. the Compliance Officer shall establish a process for identifying the occurrence of any default, event of acceleration, termination event, modification of terms, or other similar events under the terms of any Financial Obligation, the occurrence of any of which reflect financial difficulties of the City; and 8. the Compliance Officer shall annually review these Policies and Procedures with the remainder of the Compliance Team, make any modifications on an internal document retained by the Compliance Officer and available to any “participating underwriter” (as defined in the Rule), if requested, and on the basis of this annual review (to the extent determined to be necessary or desirable), seek additional training for herself or himself, as well as other members of the City’s internal staff identified by the Compliance Officer to assist with the City’s satisfaction of the terms and provisions of the Undertaking. AGENDA MEMORANDUM First Reading for the City Council Meeting of August 20, 2019 Second Reading for the City Council Meeting of August 27, 2019 ______________________________________________________________________ DATE:August 2, 2019 TO:Peter Zanoni, City Manager THRU:Constance P. Sanchez, Interim Assistant City Manager FROM:Alma Casas, Interim Director of Financial Services AlmaC@cctexas.com (361) 826-3610 CAPTION: Ordinance authorizing the issuance of “City of Corpus Christi, Texas General Improvement Refunding Bonds, Series 2019” related to Parks and Recreation improvements in an amount not to exceed $9,000,000 and authorizing other matters incident and related thereto. PURPOSE: The City plans on issuing $9,000,000 of General Improvement Refunding Bonds (tax-exempt) for savings. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. BACKGROUND AND FINDINGS: In June 2010, the City of Corpus Christi issued $13,685,000 of General Improvement Bonds to fund Parks and Recreation improvements approved by the voters in November 2008. These bonds are currently callable and because of favorable market conditions, City staff is recommending that the outstanding balance of these bonds of $8,630,000 be refunded for savings. Net present value savings is estimated to be 10.2% or approximately $881,400. Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Assistant City Managers, and the Director of Financial Services - including any person serving in any of the foregoing capacities on an interim or non- permanent basis (the “Authorized Officials”) the authority to effect the sale of the bonds subject to the following parameters: (1) the principal amount in total of all bonds sold may not exceed $9,000,000; (2) the refunding will result in a net present value savings of at least 3.00%; and (3) the true interest rate shall not exceed 5% per year. The City's bond counsel has confirmed that Authorization for the Issuance of General Improvement Refunding Bonds – Tax Exempt the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Financial Services Department Bond Counsel City Attorney’s Office FINANCIAL IMPACT: □ Not Applicable □ Operating Expense X Revenue □ CIP Project to Date Exp.Current Future (CIP Only)Year Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item -9,000,000$ -9,000,000$ BALANCE -9,000,000$ -9,000,000$ FUND(S): CIP Fund (number to be determined after bond sale) COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance 74853838.3 DRAFT 7/31/19 ORDINANCE NO. __________ ORDINANCE AUTHORIZING THE ISSUANCE OF “CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2019” IN AN AMOUNT NOT TO EXCEED $9,000,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A LEVY OF A CONTINUING DIRECT ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; AUTHORIZING THE EXECUTION OF A PAYING AGENT/ REGISTRAR AGREEMENT, A PURCHASE CONTRACT, AND AN ESCROW AGREEMENT; COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate original principal amount of $8,630,000 being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (collectively, the Refunded Obligations); and WHEREAS, the City Council intends to issue an aggregate principal amount of $__________ in general improvement refunding bonds the proceeds of which will be utilized to provide for the (i) refunding of the Refunded Obligations and (ii) payment of the costs of issuance of the general improvement refunding bonds; and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code (the Act), the City Council is authorized to issue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the Act permits that the deposit of the proceeds from the sale of the refunding bonds be deposited directly with any designated escrow agent which is not the depository bank of the City; and WHEREAS, when firm banking arrangements have been made for the payment of principal of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose and may not be included in or 74853838.3 -2- considered to be an indebtedness of the City for the purpose of a limitation on outstanding indebtedness or taxation or for any other purpose; and WHEREAS, Wells Fargo Bank, National Association, Minneapolis, Minnesota (as successor in interest to Wells Fargo Bank, National Association, Austin, Texas) currently serves as the paying agent for the Refunded Obligations (hereinafter defined); and WHEREAS, __________, __________, __________ (which is not the depository bank of the City), is hereby appointed as the Paying Agent/Registrar (hereinafter defined) for the general improvement refunding bonds; and WHEREAS, __________, __________, __________ (which is not the depository bank of the City), is hereby appointed as the Escrow Agent (hereinafter defined) for the general improvement refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the refunding bonds herein authorized and issued to restructure the City’s debt service and associated tax rates in the coming years, and such refunding will result in a net present value benefit of $__________ (_____%) and a gross savings of $__________; and WHEREAS, the City Council hereby finds and determines, pursuant to the authority provided by the Act, to delegate to the Authorized Officials (hereinafter defined) the authority to execute an Approval Certificate, to approve the final terms of the refunding bonds issued hereunder; and WHEREAS, the City Council hereby finds and determines that the issuance of the general improvement refunding bonds for the purpose of refunding the Refunded Obligations is in the best interests of the residents of the City, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose – Dated Date. General improvement refunding bonds of the City, in one or more series, shall be and are hereby authorized to be issued in the aggregate principal amount of ______________________________ AND NO/100 DOLLARS ($__________), to be designated and bear the title of “CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2019” (the Bonds), for the purpose of providing funds for the (i) discharge and final payment of the Refunded Obligations and (ii) payment of the costs of issuance of the Bonds, all in conformity with the laws of the State of Texas, particularly the Act, and an ordinance adopted by the City Council on August 27, 2019, and the City’s Home Rule Charter. As authorized by the Act, each Authorized Official is hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering each series of Bonds authorized herein and carrying out the procedures specified in this Ordinance, including the following: 74853838.3 -3- (1) Aggregate principal amount of the Bonds; (2) Rate of interest to be borne on the principal amount of each maturity; (3) Interest payment dates; (4) Extraordinary, optional, and/or mandatory redemption provisions; (5) Pricing of the Bonds, including use of premium, discount, underwriters’ compensation, and costs of issuance; (6) Underwriting syndicate for the Bonds, including the identification of the senior and book running manager and co-managers; (7) Dated Date (hereinafter defined); (8) Selection of the bond insurer, if any, with respect to the Bonds, if determined by an Authorized Official to be advantageous to the City. The Bonds issued under this Ordinance shall be issued within the following parameters: (1) The total principal amount of the Bonds issued hereunder shall not exceed $9,000,000; (2) The maximum maturity for the Bonds issued hereunder shall be March 1, 2030; (3) The true interest cost (as determined by federal arbitrage yield) applicable to the Bonds issued hereunder shall not exceed a rate greater than 5.00% per annum; and (4) The refunding of the Refunded Obligations shall result in a net present value benefit to the City of not less than 3.00%, excluding the City contribution and costs of issuance measured on a comparative basis to the prior debt service on the Refunded Obligations. Any Authorized Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule II. The execution of the Approval Certificate relating to the Bonds issued hereunder shall evidence the sale date of the Bonds by the City to the Purchasers (hereinafter defined) in accordance with the provisions of the Act and as set forth in Schedule II. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms of the Bonds. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates – Dated Date. The Bonds are issuable in fully registered form only, without coupons; shall be dated __________, 2019 (the Dated Date) and shall be issued in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), shall be lettered “R” and numbered consecutively from One (1) upward, and principal shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and 74853838.3 -4- bear interest on the unpaid principal amounts from the Closing Date (anticipated to be on or about __________, 2019), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity, at the per annum rates, while Outstanding (hereinafter defined), in accordance with the following schedule: Years of Stated Maturity Principal Amounts ($) Interest Rates (%) 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 The Bonds shall bear interest on the unpaid principal amounts from the Closing Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Bonds shall be payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing March 1, 2020, while the Bonds are Outstanding. SECTION 3. Payment of Bonds - Paying Agent/Registrar. The principal of and the interest on the Bonds, due and payable by reason of Stated Maturity, or otherwise, shall be payable, without exchange or collection charges to the Holder (hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder of the Bonds. The selection and appointment of __________, __________, __________ to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached hereto, in 74853838.3 -5- substantially final form, as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and shall be authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the corporate office of the successor Paying Agent/Registrar. Principal of and interest on the Bonds, due and payable by reason of Stated Maturity, or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds’ Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office (provided, however, with respect to principal payments prior to the final Stated Maturity, the Bonds need not be surrendered to the Paying Agent/Registrar, who will merely document this payment on an internal ledger maintained by the Paying Agent/Registrar). Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States mail, first- class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by su ch other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder’s risk and expense. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. 74853838.3 -6- In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder of a Bond appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. The Bonds are not subject to redemption prior to Stated Maturity. SECTION 5. Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under the seal of the City reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. A Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Bonds issued under and pursuant to the provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds executed on behalf of, and 74853838.3 -7- furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver new Bonds executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be “Predecessor Bonds”, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a fully registered Bond in the total principal amount of $__________ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully registered Bond for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the Purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval and certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas. At any time after the delivery of the Initial Bond to the Purchasers, the Paying Agent/Registrar, upon written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of like kind and denominations, Stated Maturities, principal amounts, and bearing applicable interest rates, and shall be lettered “R” and numbered consecutively from One (1) upward, for transfer and delivery to the Holders named and at the addresses identified therefor; all pursuant to and in accordance with and pursuant to such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. 74853838.3 -8- SECTION 8. Forms. A. Forms Generally. The Bonds, the Registration Certificate of Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 74853838.3 -9- B. Form of Definitive Bond. REGISTERED REGISTERED NO. _______ PRINCIPAL AMOUNT $_____________ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BOND, SERIES 2019 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: __________, 2019 REGISTERED OWNER: ________________________________________________________ PRINCIPAL AMOUNT: ________________________________________________________ The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount stated above and to pay interest on the unpaid Principal Amount hereof (computed on the basis of a 360-day year of twelve 30-day months) from the Closing Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity, while Outstanding, at the per annum rate specified above; such interest being payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing March 1, 2020. Principal on this Bond shall be payable to the Holder, upon its presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or its successor (provided, however, with respect to principal payments prior to the final Stated Maturity, the Bonds need not be surrendered to the Paying Agent/Registrar, who will merely document this payment on an internal ledger maintained by the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder’s risk and expense. 74853838.3 -10- This Bond is one of the series specified in its title issued in the aggregate principal amount of $__________ (the Bonds) pursuant to an ordinance adopted by the governing body of the City on August 27, 2019 (the Ordinance), for the purpose of providing funds for the (i) discharge and final payment of the Refunded Obligations and (ii) payment of the costs of issuance of the general improvement refunding bonds, under and in strict conformity with the laws of the State of Texas, particularly Chapters 1207, as amended, Texas Government Code, and the City’s Home Rule Charter. As specified in the Ordinance, the Bonds are not subject to redemption prior to the Stated Maturity. The Bonds of this series are payable from the proceeds of an annual ad valorem tax levied within the limitations prescribed by law upon all taxable property within the City. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to its Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used herein have the same meanings assigned in the Ordinance. As provided in the Ordinance and subject to certain limitations contained therein, this Bond is transferable on the Security Register of the City, upon surrender of this Bond for transfer at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Payin g Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each 74853838.3 -11- Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to or in the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 74853838.3 -12- IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS __________________________________________ Mayor ATTEST: ____________________________________ City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 74853838.3 -13- C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this . ____________________________________ Comptroller of Public Accounts of the State of Texas (SEAL) * NOTE TO PRINTER: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: ____________________________________ ____________________, as Paying Agent/Registrar By: _______________________________ Authorized Signature *NOTE TO PRINTER: Print on Definitive Bonds. 74853838.3 -14- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): ____________________________ ______________________________________________________________________________ (Social Security or other identifying number): ________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: ____________________________ ________________________________________________ NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: ____________________________________ F. Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the bond the headings “Interest Rate” and “Stated Maturity” shall both be completed “as shown below”; (ii) the first two paragraphs shall read as follows: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Stated Maturity Principal Amounts ($) Interest Rates (%) (Information to be inserted from schedule in Section 2 hereof). and to pay interest on the unpaid principal installments hereof from the Closing Date (anticipated to occur on or about __________, 2019), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for until the principal 74853838.3 -15- amount has become due and payment thereof has been made or duly provided for, to Stated Maturity, while Outstanding, at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year (each, an Interest Payment Date) commencing March 1, 2020. Principal of this Bond shall be payable to the Holder hereof, upon presentation and surrender, to Stated Maturity or prior redemption, at the corporate trust office of __________, __________, __________ (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding an Interest Payment Date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder’s risk and expense. [END OF FORMS] G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers, the Definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the insurer. SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Approval Certificate shall mean a written instrument from time to time executed by an Authorized Official in accordance with Section 1 of this Ordinance. B. The term Authorized Official shall mean the City Manager of the City, each Assistant City Manager of the City, and the City’s Director of Financial Services (which shall include any person serving in any of the foregoing capacities on an interim or non-permanent basis). C. The term Bond Fund shall mean the special fund created and established by the provisions of Section 10 of this Ordinance. D. The term Bonds shall mean the $__________ “CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2019” authorized by this Ordinance. 74853838.3 -16- E. The term City shall mean City of Corpus Christi, located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of the City. F. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. G. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. H. The term Depository shall mean an official depository bank of the City. I. The term Government Securities shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. J. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. K. The term Interest Payment Date shall mean the date interest is payable on the Bonds, being March 1 and September 1 of each year, commencing March 1, 2020, while any of the Bonds remain Outstanding. L. The term Ordinance shall mean this ordinance adopted by the City Council of the City on August 27, 2019. M. The term Outstanding when used in this Ordinance with respect to Bonds shall mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: 74853838.3 -17- (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the City in accordance with the provisions of Section 17 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 16 of this Ordinance. N. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 17 of this Ordinance. O. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year as set forth in Section 2 of this Ordinance. SECTION 10. Bond Fund; Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, and retirement of the Bonds, there shall be and is hereby created a special fund to be designated “GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2019 INTEREST AND SINKING FUND” (the Bond Fund), which Bond Fund shall be kept and maintained at the Depository, and money deposited in such Bond Fund shall be used for no other purpose and shall be maintained as provided in Section 22. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established pursuant to the provisions of this Ordinance may, at the option of the City. be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small Business Administration, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, or Federal Housing Administration; provided that all such deposits and investments 74853838.3 -18- shall be made in such a manner that the money required to be expended from any fund will be available at the proper time or times. All interest and income derived from deposits and investments in such fund shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11. Tax Levy – Deposits to Bond Fund – Surplus Bond Proceeds. To provide for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the fiscal year commencing October 1, 2020 and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars’ valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the City. The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest, if any, received from the Purchasers of the Bonds, along with any taxes collected pertaining to the Refunded Obligations, after the Closing Date, shall be deposited to the Bond Fund and ad valorem taxes levied and collected for the benefit of the Bonds shall be deposited to the Bond Fund. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in the Bond Fund from ad valorem taxes. SECTION 12. Security for Funds. All money on deposit in the funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 13. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in 74853838.3 -19- this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 14. Notices to Holders – Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 15. Cancellation. All Bonds surrendered for payment, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 16. Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. 74853838.3 -20- In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney’s fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 17. Sale of Bonds – Purchase and Investment Letter Approval – Use of Proceeds. The Bonds authorized by this Ordinance are hereby sold by the City to __________, ___________, __________ (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase and Investment Letter dated __________, 2019 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of ____________________. The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. Each Authorized Official is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. SECTION 18. Escrow Deposit Letter Approval and Execution; Proceeds of Sale; Contribution by City. The Escrow Deposit Letter dated as of August 27, 2019 to be effective upon the initial delivery of the Bonds to the Purchasers (the Escrow Agreement) between the City and __________, __________, __________ (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by any Authorized Official on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Escrow Agreement herein approved. 74853838.3 -21- Furthermore, any Authorized Official or any one or more of said officials, and Bond Counsel in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities referenced in the Escrow Agreement and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the “CITY OF CORPUS CHRISTI, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2019 ESCROW FUND” (the Escrow Fund), including the execution of the subscription forms for the purchase and issuance of the “United States Treasury Securities - State and Local Government Series”, if any, for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Escrow Agreement. Immediately following the delivery of the Bonds, the proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance, and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Escrow Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance and deposited with the place of payment (of the Refunded Obligations) in an account in the name of the City and applied for the purposes of providing for the payment of the costs and expenses incurred in connection therewith or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the Authorized Officials. SECTION 19. Redemption of Refunded Obligations. The Refunded Obligations are subject to redemption prior to their stated maturities at the price of par, premium, if any, and accrued interest to the date of redemption. The Mayor shall give written notice to the paying agent/registrar for the Refunded Obligations that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the date set forth on Schedule I attached to this Ordinance, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to the Refunded Obligations is attached to this Ordinance as Exhibit D and are incorporated herein by reference for all purposes. The paying agent for the Refunded Obligations is authorized and instructed to provide notice of this redemption to the holders of the Refunded Obligations in the form and manner described in the ordinance authorizing the issuance of the Refunded Obligations. SECTION 20. Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. 74853838.3 -22- Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent it will not cause the Bonds to become “private activity bonds” within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with 74853838.3 -23- such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds (including property financed with Gross Proceeds of the Refunded Obligations), other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent it will not cause the Bonds to become “private activity bonds” within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or- pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent it will not cause the Bonds to become “arbitrage bonds” within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such Investment the Yield on any Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all 74853838.3 -24- records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield of the Bonds not been relevant to either party. 74853838.3 -25- J. Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three (3) years after such bonds were issued. (2) Not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four (4) years or more. K. Current Refunding of the Refunded Obligations. The Bonds are being issued to refund the Refunded Obligations, and the Bonds will be issued, and certain proceeds thereof used, within 90 days after the Closing Date for the redemption of the Refunded Obligations. In the issuance of the Bonds, the City has employed no “device” to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations. Accordingly, the City expects to invest the Bond proceeds to be used to refund the Refunded Obligations without regard to Yield restrictions. L. Elections. The City hereby directs and authorizes any Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 21. Control and Custody of Bonds. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas including the printing and supply of definitive Bonds and shall take and have charge and control of the Initial Bond pending its approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery thereof to the Purchasers. Furthermore, any Authorized Official or any combination of them are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City’s Bond Counsel and the Paying Agent/Registrar, to make the necessary arrangements for the delivery of the Initial Bond to the Purchasers and the initial exchange thereof for definitive Bonds. SECTION 22. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. 74853838.3 -26- The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when: (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. To the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 20 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable redemption date of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 23. Printed Opinion. The Purchasers’ obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving the Bonds as to their validity, said opinion to be dated and delivered as 74853838.3 -27- of the date of initial delivery and payment for the Bonds. Printing of a true and correct reproduction of said opinions on the reverse side of each of the Bonds, with the appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City, is hereby approved and authorized. SECTION 24. CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the Bonds. SECTION 25. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 26. Ordinance a Contract – Amendments – Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City and its successors and assigns, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided; however, that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 27. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar, Bond Counsel, the Purchasers, and the Holders. SECTION 28. Inconsistent Provisions. All ordinances, orders, or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 29. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural 74853838.3 -28- number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 30. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 31. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 32. Incorporation of Preamble Recitals. The recitals contained in the preamble to this Ordinance are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 33. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement pertaining to the payment, exchange, registration, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated herein by reference as fully as if recopied in its entirety in this Ordinance. SECTION 34. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 35. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 36. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 37. Continuing Disclosure of Information. A. Definitions. 74853838.3 -29- As used in this Section, the following terms have the meanings ascribed to such terms below: Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. The Bonds are being sold pursuant to a private placement with the Purchasers, in denominations of $100,000 or any integral multiple of $5,000 in excess thereof, to less than thirty-five sophisticated investors, and therefore the Rule is not applicable to the offering of the Bonds. Accordingly, no contract to provide continuing disclosure information after the issuance of the Bonds has been made by the City with investors. SECTION 38. Book-Entry Only System . The Bonds may initially be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit E (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds; (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption; or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. 74853838.3 -30- In the event that: (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter; (b) the Representation Letter shall be terminated for any reason; or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, the Depository, and DTC Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository’s agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 39. City’s Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Official, Bond Counsel to the City, and/or Financial Advisor to the City to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Bonds; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 40. Delegation Authorization Pursuant to HB 1295. Though such parties may be identified, and the entry into a particular contract may be authorized herein, the City Council, pursuant to the Act, and other applicable law, hereby delegates to any Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, escrow agent, open market securities bidding agent, escrow fund winning bidder, verification agent, rating agency, securities depository, or any other contract that is determined by the City Manager, the City’s Financial Advisor, or the City’s Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts) and, as necessary, to execute the Ancillary Bond Contract on behalf and as the act and deed of the City. The City Council has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 41. Accounting Reports. The City shall provide annually to the Purchasers, for so long as they are the holders of the Bonds, within 270 days after the end of each fiscal year 74853838.3 -31- ending in or after 2019, financial information and operating date with respect to the City; provided that such financial statements so to be provided shall be (1) prepared in accordance with the generally accepted accounting principles, or such other accounting principles as the City may be required to employ from time to time pursuant to Texas law or regulations, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide (1) unaudited financial statements for the applicable fiscal year within 270 days after the end of such year, and (2) audited financial statements for the applicable fiscal year to the Purchasers when and if the audit report on such statements become available. SECTION 42. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Purchase Contract, the Paying Agent/Registrar Agreement, and the Escrow Agreement. In addition, prior to the initial delivery of the Bonds, any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General’s office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 43. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City’s Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] S-1 PASSED, APPROVED AND ADOPTED on the 27th day of August, 2019. CITY OF CORPUS CHRISTI, TEXAS __________________________________________ Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 27th DAY OF AUGUST, 2019: ____________________________________ Miles Risley, City Attorney [The remainder of this page intentionally left blank.] 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 an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 27th day of August, 2019, authorizing the issuance of the City’s General Improvement Refunding Bonds, Series 2019, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 27th day of August, 2019. City Secretary (CITY SEAL) S-3 The foregoing ordinance was read for the first time and passed to its second reading on this the 20th day of August, 2019, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ That the foregoing ordinance was read for the second time and passed finally on this the 27th day of August, 2019, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ PASSED AND APPROVED, this the 27th day of August, 2019. ATTEST: __________________________________ _____________________________ Rebecca Huerta Joe McComb City Secretary Mayor 74853838.3 I-1 INDEX TO SCHEDULES AND EXHIBITS Schedule I Refunded Obligations Schedule II Approval Certificate Exhibit A Paying Agent/Registrar Agreement Exhibit B Purchase Contract Exhibit C Escrow Agreement Exhibit D Notice of Redemption Exhibit E DTC Letter of Representations 74853838.3 Schedule I-1 SCHEDULE I REFUNDED OBLIGATIONS City of Corpus Christi, Texas General Improvement Bonds, Series 2010, dated July 1, 2010, in the original principal amount of $13,685,000 and stated to mature on March 1 in each of the years 2020 through 2030, in the aggregate principal amount of $8,630,000, to be redeemed on __________, 2019. 74853838.3 Schedule II-1 SCHEDULE II APPROVAL CERTIFICATE See Tab No. ___ 74853838.3 A-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. ___ 74853838.3 B-1 EXHIBIT B PURCHASE CONTRACT See Tab No. ___ 74853838.3 C-1 EXHIBIT C ESCROW AGREEMENT See Tab No. ___ 74853838.3 D-1 EXHIBIT D NOTICE OF REDEMPTION See Tab No. ___ 74853838.3 E-1 EXHIBIT E DTC LETTER OF REPRESENTATIONS See Tab No. ___ AGENDA MEMORANDUM First Reading for the City Council Meeting of August 20, 2019 Second Reading for the City Council Meeting of August 27, 2019 ______________________________________________________________________ DATE:August 2, 2019 TO:Peter Zanoni, City Manager THRU:Constance P. Sanchez, Interim Assistant City Manager FROM:Alma Casas, Interim Director of Financial Services AlmaC@cctexas.com (361) 826-3610 CAPTION: Ordinance authorizing the issuance of “City of Corpus Christi, Texas General Improvement Refunding Bonds, Taxable Series 2019” related to Airport improvements in an amount not to exceed $4,000,000 and authorizing other matters incident and related thereto. PURPOSE: The City plans on issuing $4,000,000 of General Improvement Refunding Bonds (taxable) for savings. The amount of bond issuance included in the ordinance includes estimated costs of issuance and accounts for any fluctuations in the bond market at the time of pricing. BACKGROUND AND FINDINGS: In June 2010, the City of Corpus Christi issued $5,500,000 of Combination Tax and Surplus Airport Revenue Certificates of Obligation (taxable) for the purpose of financing costs associated with making permanent public improvements to the City’s Airport System. These bonds are currently callable and because of favorable market conditions, City staff is recommending that the outstanding balance of these bonds of $3,815,000 be refunded for savings. Net present value savings is estimated to be 14.6% or approximately $560,000. Because of the fluctuating conditions in the municipal bond market and to ensure that all legal documents are executed on a timely basis, our financial advisor has recommended that the City Council delegate to the City Manager, Assistant City Managers, and the Director of Financial Services - including any person serving in any of the foregoing capacities on an interim or non- permanent basis (the “Authorized Officials”) the authority to effect the sale of the bonds subject to the following parameters: (1) the principal amount in total of all bonds sold may not exceed $4,000,000; (2) the refunding will result in a net present value savings of at least 3.00%; and (3) the true interest rate shall not exceed 5% per year. The City's bond counsel has confirmed that Authorization for the Issuance of General Improvement Refunding Bonds – Taxable the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Financial Services Department Bond Counsel City Attorney’s Office FINANCIAL IMPACT: □ Not Applicable □ Operating Expense X Revenue □ CIP Project to Date Exp.Current Future FISCAL YEAR:(CIP Only)Year Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item -4,000,000$ -4,000,000$ BALANCE -4,000,000$ -4,000,000$ FUND(S): CIP Fund (number to be determined after bond sale) COMMENTS: None. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance 74859493.2 DRAFT 7/31/19 ORDINANCE NO. __________ ORDINANCE AUTHORIZING THE ISSUANCE OF “CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, TAXABLE SERIES 2019” IN AN AMOUNT NOT TO EXCEED $4,000,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A LEVY OF A CONTINUING DIRECT ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; AUTHORIZING THE EXECUTION OF A PAYING AGENT/ REGISTRAR AGREEMENT, A PURCHASE CONTRACT, AND AN ESCROW AGREEMENT; COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate original principal amount of $3,815,000 being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (collectively, the Refunded Obligations); and WHEREAS, the City Council intends to issue an aggregate principal amount of $__________ in general improvement refunding bonds the proceeds of which will be utilized to provide for the (i) refunding of the Refunded Obligations and (ii) payment of the costs of issuance of the general improvement refunding bonds; and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code (the Act), the City Council is authorized to issue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the Act permits that the deposit of the proceeds from the sale of the refunding bonds be deposited directly with any designated escrow agent which is not the depository bank of the City; and WHEREAS, when firm banking arrangements have been made for the payment of principal of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose and may not be included in or 74859493.2 -2- considered to be an indebtedness of the City for the purpose of a limitation on outstanding indebtedness or taxation or for any other purpose; and WHEREAS, Wells Fargo Bank, National Association, Minneapolis, Minnesota (as successor in interest to Wells Fargo Bank, National Association, Austin, Texas) currently serves as the paying agent for the Refunded Obligations (hereinafter defined); and WHEREAS, __________, __________, __________ (which is not the depository bank of the City), is hereby appointed as the Paying Agent/Registrar (hereinafter defined) for the general improvement refunding bonds; and WHEREAS, __________, __________, __________ (which is not the depository bank of the City), is hereby appointed as the Escrow Agent (hereinafter defined) for the general improvement refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the refunding bonds herein authorized and issued to restructure the City’s debt service and associated tax rates in the coming years, and such refunding will result in a net present value benefit of $__________ (_____%) and a gross savings of $__________; and WHEREAS, the City Council hereby finds and determines, pursuant to the authority provided by the Act, to delegate to the Authorized Officials (hereinafter defined) the authority to execute an Approval Certificate, to approve the final terms of the refunding bonds issued hereunder; and WHEREAS, the City Council hereby finds and determines that the issuance of the general improvement refunding bonds for the purpose of refunding the Refunded Obligations is in the best interests of the residents of the City, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose – Dated Date. General improvement refunding bonds of the City, in one or more series, shall be and are hereby authorized to be issued in the aggregate principal amount of ______________________________ AND NO/100 DOLLARS ($__________), to be designated and bear the title of “CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, TAXABLE SERIES 2019” (the Bonds), for the purpose of providing funds for the (i) discharge and final payment of the Refunded Obligations and (ii) payment of the costs of issuance of the Bonds, all in conformity with the laws of the State of Texas, particularly the Act, and an ordinance adopted by the City Council on August 27, 2019, and the City’s Home Rule Charter. As authorized by the Act, each Authorized Official is hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering each series of Bonds authorized herein and carrying out the procedures specified in this Ordinance, including the following: 74859493.2 -3- (1) Aggregate principal amount of the Bonds; (2) Rate of interest to be borne on the principal amount of each maturity; (3) Interest payment dates; (4) Extraordinary, optional, and/or mandatory redemption provisions; (5) Pricing of the Bonds, including use of premium, discount, underwriters’ compensation, and costs of issuance; (6) Underwriting syndicate for the Bonds, including the identification of the senior and book running manager and co-managers; (7) Dated Date (hereinafter defined); (8) Selection of the bond insurer, if any, with respect to the Bonds, if determined by an Authorized Official to be advantageous to the City. The Bonds issued under this Ordinance shall be issued within the following parameters: (1) The total principal amount of the Bonds issued hereunder shall not exceed $4,000,000; (2) The maximum maturity for the Bonds issued hereunder shall be March 1, 2030; (3) The true interest cost (as determined by federal arbitrage yield) applicable to the Bonds issued hereunder shall not exceed a rate greater than 5.00% per annum; and (4) The refunding of the Refunded Obligations shall result in a net present value benefit to the City of not less than 3.00%, excluding the City contribution and costs of issuance measured on a comparative basis to the prior debt service on the Refunded Obligations. Any Authorized Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule II. The execution of the Approval Certificate relating to the Bonds issued hereunder shall evidence the sale date of the Bonds by the City to the Purchasers (hereinafter defined) in accordance with the provisions of the Act and as set forth in Schedule II. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms of the Bonds. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates – Dated Date. The Bonds are issuable in fully registered form only, without coupons; shall be dated __________, 2019 (the Dated Date) and shall be issued in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), shall be lettered “R” and numbered consecutively from One (1) upward, and principal shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and 74859493.2 -4- bear interest on the unpaid principal amounts from the Closing Date (anticipated to be on or about __________, 2019), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity, at the per annum rates, while Outstanding (hereinafter defined), in accordance with the following schedule: Years of Stated Maturity Principal Amounts ($) Interest Rates (%) 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 The Bonds shall bear interest on the unpaid principal amounts from the Closing Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Bonds shall be payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing March 1, 2020, while the Bonds are Outstanding. SECTION 3. Payment of Bonds - Paying Agent/Registrar. The principal of and the interest on the Bonds, due and payable by reason of Stated Maturity, or otherwise, shall be payable, without exchange or collection charges to the Holder (hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder of the Bonds. The selection and appointment of __________, __________, __________ to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached hereto, in 74859493.2 -5- substantially final form, as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and shall be authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the corporate office of the successor Paying Agent/Registrar. Principal of and interest on the Bonds, due and payable by reason of Stated Maturity, or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds’ Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office (provided, however, with respect to principal payments prior to the final Stated Maturity, the Bonds need not be surrendered to the Paying Agent/Registrar, who will merely document this payment on an internal ledger maintained by the Paying Agent/Registrar). Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States mail, first- class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder’s risk and expense. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. 74859493.2 -6- In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder of a Bond appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. The Bonds are not subject to redemption prior to Stated Maturity. SECTION 5. Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under the seal of the City reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. A Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Bonds issued under and pursuant to the provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds executed on behalf of, and 74859493.2 -7- furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver new Bonds executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be “Predecessor Bonds”, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a fully registered Bond in the total principal amount of $__________ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully registered Bond for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the Purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval and certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas. At any time after the delivery of the Initial Bond to the Purchasers, the Paying Agent/Registrar, upon written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of like kind and denominations, Stated Maturities, principal amounts, and bearing applicable interest rates, and shall be lettered “R” and numbered consecutively from One (1) upward, for transfer and delivery to the Holders named and at the addresses identified therefor; all pursuant to and in accordance with and pursuant to such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. 74859493.2 -8- SECTION 8. Forms. A. Forms Generally. The Bonds, the Registration Certificate of Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 74859493.2 -9- B. Form of Definitive Bond. REGISTERED REGISTERED NO. _______ PRINCIPAL AMOUNT $_____________ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BOND, TAXABLE SERIES 2019 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: __________, 2019 REGISTERED OWNER: ________________________________________________________ PRINCIPAL AMOUNT: ________________________________________________________ The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount stated above and to pay interest on the unpaid Principal Amount hereof (computed on the basis of a 360-day year of twelve 30-day months) from the Closing Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to Stated Maturity, while Outstanding, at the per annum rate specified above; such interest being payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing March 1, 2020. Principal on this Bond shall be payable to the Holder, upon its presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or its successor (provided, however, with respect to principal payments prior to the final Stated Maturity, the Bonds need not be surrendered to the Paying Agent/Registrar, who will merely document this payment on an internal ledger maintained by the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder’s risk and expense. 74859493.2 -10- This Bond is one of the series specified in its title issued in the aggregate principal amount of $__________ (the Bonds) pursuant to an ordinance adopted by the governing body of the City on August 27, 2019 (the Ordinance), for the purpose of providing funds for the (i) discharge and final payment of the Refunded Obligations and (ii) payment of the costs of issuance of the general improvement refunding bonds, under and in strict conformity with the laws of the State of Texas, particularly Chapters 1207, as amended, Texas Government Code, and the City’s Home Rule Charter. As specified in the Ordinance, the Bonds are not subject to redemption prior to the Stated Maturity. The Bonds of this series are payable from the proceeds of an annual ad valorem tax levied within the limitations prescribed by law upon all taxable property within the City. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to its Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used herein have the same meanings assigned in the Ordinance. As provided in the Ordinance and subject to certain limitations contained therein, this Bond is transferable on the Security Register of the City, upon surrender of this Bond for transfer at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each 74859493.2 -11- Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to or in the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 74859493.2 -12- IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS __________________________________________ Mayor ATTEST: ____________________________________ City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 74859493.2 -13- C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this . ____________________________________ Comptroller of Public Accounts of the State of Texas (SEAL) * NOTE TO PRINTER: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: ____________________________________ ____________________, as Paying Agent/Registrar By: _______________________________ Authorized Signature *NOTE TO PRINTER: Print on Definitive Bonds. 74859493.2 -14- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): ____________________________ ______________________________________________________________________________ (Social Security or other identifying number): ________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: ____________________________ ________________________________________________ NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: ____________________________________ F. Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the bond the headings “Interest Rate” and “Stated Maturity” shall both be completed “as shown below”; (ii) the first two paragraphs shall read as follows: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Stated Maturity Principal Amounts ($) Interest Rates (%) (Information to be inserted from schedule in Section 2 hereof). and to pay interest on the unpaid principal installments hereof from the Closing Date (anticipated to occur on or about __________, 2019), or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for until the principal 74859493.2 -15- amount has become due and payment thereof has been made or duly provided for, to Stated Maturity, while Outstanding, at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year (each, an Interest Payment Date) commencing March 1, 2020. Principal of this Bond shall be payable to the Holder hereof, upon presentation and surrender, to Stated Maturity or prior redemption, at the corporate trust office of __________, __________, __________ (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding an Interest Payment Date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder’s risk and expense. [END OF FORMS] G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers, the Definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the insurer. SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 19 and 36 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Approval Certificate shall mean a written instrument from time to time executed by an Authorized Official in accordance with Section 1 of this Ordinance. B. The term Authorized Official shall mean the City Manager of the City, each Assistant City Manager of the City, and the City’s Director of Financial Services (which shall include any person serving in any of the foregoing capacities on an interim or non-permanent basis). C. The term Bond Fund shall mean the special fund created and established by the provisions of Section 10 of this Ordinance. D. The term Bonds shall mean the $__________ “CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, TAXABLE SERIES 2019” authorized by this Ordinance. 74859493.2 -16- E. The term City shall mean City of Corpus Christi, located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of the City. F. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. G. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. H. The term Depository shall mean an official depository bank of the City. I. The term Government Securities shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. J. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. K. The term Interest Payment Date shall mean the date interest is payable on the Bonds, being March 1 and September 1 of each year, commencing March 1, 2020, while any of the Bonds remain Outstanding. L. The term Ordinance shall mean this ordinance adopted by the City Council of the City on August 27, 2019. M. The term Outstanding when used in this Ordinance with respect to Bonds shall mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: 74859493.2 -17- (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the City in accordance with the provisions of Section 17 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 16 of this Ordinance. N. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 17 of this Ordinance. O. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year as set forth in Section 2 of this Ordinance. SECTION 10. Bond Fund; Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, and retirement of the Bonds, there shall be and is hereby created a special fund to be designated “GENERAL IMPROVEMENT REFUNDING BONDS, TAXABLE SERIES 2019 INTEREST AND SINKING FUND” (the Bond Fund), which Bond Fund shall be kept and maintained at the Depository, and money deposited in such Bond Fund shall be used for no other purpose and shall be maintained as provided in Section 22. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established pursuant to the provisions of this Ordinance may, at the option of the City. be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Small Business Administration, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, or Federal Housing Administration; provided that all such deposits and investments 74859493.2 -18- shall be made in such a manner that the money required to be expended from any fund will be available at the proper time or times. All interest and income derived from deposits and investments in such fund shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11. Tax Levy – Deposits to Bond Fund – Surplus Bond Proceeds. To provide for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the fiscal year commencing October 1, 2020 and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars’ valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the City. The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest, if any, received from the Purchasers of the Bonds, along with any taxes collected pertaining to the Refunded Obligations, after the Closing Date, shall be deposited to the Bond Fund and ad valorem taxes levied and collected for the benefit of the Bonds shall be deposited to the Bond Fund. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in the Bond Fund from ad valorem taxes. SECTION 12. Security for Funds. All money on deposit in the funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 13. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in 74859493.2 -19- this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 14. Notices to Holders – Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 15. Cancellation. All Bonds surrendered for payment, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 16. Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. 74859493.2 -20- In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney’s fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 17. Sale of Bonds – Purchase and Investment Letter Approval – Use of Proceeds. The Bonds authorized by this Ordinance are hereby sold by the City to __________, ___________, __________ (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase and Investment Letter dated __________, 2019 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of ____________________. The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. Each Authorized Official is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. SECTION 18. Escrow Deposit Letter Approval and Execution; Proceeds of Sale; Contribution by City. The Escrow Deposit Letter dated as of August 27, 2019 to be effective upon the initial delivery of the Bonds to the Purchasers (the Escrow Agreement) between the City and __________, __________, __________ (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by any Authorized Official on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Escrow Agreement herein approved. 74859493.2 -21- Furthermore, any Authorized Official or any one or more of said officials, and Bond Counsel in cooperation with the Escrow Agent are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities referenced in the Escrow Agreement and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the “CITY OF CORPUS CHRISTI, TEXAS GENERAL OBLIGATION REFUNDING BOND, TAXABLE SERIES 2019 ESCROW FUND” (the Escrow Fund), including the execution of the subscription forms for the purchase and issuance of the “United States Treasury Securities - State and Local Government Series”, if any, for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Escrow Agreement. Immediately following the delivery of the Bonds, the proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance, and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Escrow Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance and deposited with the place of payment (of the Refunded Obligations) in an account in the name of the City and applied for the purposes of providing for the payment of the costs and expenses incurred in connection therewith or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from the Authorized Officials. SECTION 19. Redemption of Refunded Obligations. The Refunded Obligations are subject to redemption prior to their stated maturities at the price of par, premium, if any, and accrued interest to the date of redemption. The Mayor shall give written notice to the paying agent/registrar for the Refunded Obligations that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the date set forth on Schedule I attached to this Ordinance, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to the Refunded Obligations is attached to this Ordinance as Exhibit D and are incorporated herein by reference for all purposes. The paying agent for the Refunded Obligations is authorized and instructed to provide notice of this redemption to the holders of the Refunded Obligations in the form and manner described in the ordinance authorizing the issuance of the Refunded Obligations. SECTION 20. Taxable Obligations. The Bonds are not “state or local bonds” within the meaning of section 103(a) and (c) of the Internal Revenue Code of 1986, as amended; therefore, the interest on the Bonds is not excludable from the gross income of the holders thereof for federal income tax purposes. SECTION 21. Control and Custody of Bonds. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas including the printing and supply of definitive Bonds and shall take and have charge and control of the Initial Bond pending its approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery thereof to the Purchasers. 74859493.2 -22- Furthermore, any Authorized Official or any combination of them are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City’s Bond Counsel and the Paying Agent/Registrar, to make the necessary arrangements for the delivery of the Initial Bond to the Purchasers and the initial exchange thereof for definitive Bonds. SECTION 22. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when: (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent; and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable redemption date of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves 74859493.2 -23- the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 23. Printed Opinion. The Purchasers’ obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of initial delivery and payment for the Bonds. Printing of a true and correct reproduction of said opinions on the reverse side of each of the Bonds, with the appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City, is hereby approved and authorized. SECTION 24. CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the Bonds. SECTION 25. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 26. Ordinance a Contract – Amendments – Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City and its successors and assigns, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided; however, that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 27. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or 74859493.2 -24- by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar, Bond Counsel, the Purchasers, and the Holders. SECTION 28. Inconsistent Provisions. All ordinances, orders, or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 29. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 30. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 31. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 32. Incorporation of Preamble Recitals. The recitals contained in the preamble to this Ordinance are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 33. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement pertaining to the payment, exchange, registration, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated herein by reference as fully as if recopied in its entirety in this Ordinance. SECTION 34. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 35. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. 74859493.2 -25- SECTION 36. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 37. Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. The Bonds are being sold pursuant to a private placement with the Purchasers, in denominations of $100,000 or any integral multiple of $5,000 in excess thereof, to less than thirty-five sophisticated investors, and therefore the Rule is not applicable to the offering of the Bonds. Accordingly, no contract to provide continuing disclosure information after the issuance of the Bonds has been made by the City with investors. SECTION 38. Book-Entry Only System . The Bonds may initially be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit E (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds; (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption; or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond 74859493.2 -26- certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. In the event that: (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter; (b) the Representation Letter shall be terminated for any reason; or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, the Depository, and DTC Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository’s agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 39. City’s Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Official, Bond Counsel to the City, and/or Financial Advisor to the City to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Bonds; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 40. Delegation Authorization Pursuant to HB 1295. Though such parties may be identified, and the entry into a particular contract may be authorized herein, the City Council, pursuant to the Act, and other applicable law, hereby delegates to any Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, escrow agent, open market securities bidding agent, escrow fund winning bidder, verification agent, rating agency, securities depository, or any other contract that is determined by the City Manager, the City’s Financial Advisor, or the City’s Bond Counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than 74859493.2 -27- the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts) and, as necessary, to execute the Ancillary Bond Contract on behalf and as the act and deed of the City. The City Council has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 41. Accounting Reports. The City shall provide annually to the Purchasers, for so long as they are the holders of the Bonds, within 270 days after the end of each fiscal year ending in or after 2019, financial information and operating date with respect to the City; provided that such financial statements so to be provided shall be (1) prepared in accordance with the generally accepted accounting principles, or such other accounting principles as the City may be required to employ from time to time pursuant to Texas law or regulations, and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall provide (1) unaudited financial statements for the applicable fiscal year within 270 days after the end of such year, and (2) audited financial statements for the applicable fiscal year to the Purchasers when and if the audit report on such statements become available. SECTION 42. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Purchase Contract, the Paying Agent/Registrar Agreement, and the Escrow Agreement. In addition, prior to the initial delivery of the Bonds, any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General’s office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 43. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City’s Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] S-1 PASSED, APPROVED AND ADOPTED on the 27th day of August, 2019. CITY OF CORPUS CHRISTI, TEXAS __________________________________________ Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 27th DAY OF AUGUST, 2019: ____________________________________ Miles Risley, City Attorney [The remainder of this page intentionally left blank.] 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 an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 27th day of August, 2019, authorizing the issuance of the City’s General Improvement Refunding Bonds, Taxable Series 2019, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 27th day of August, 2019. City Secretary (CITY SEAL) S-3 The foregoing ordinance was read for the first time and passed to its second reading on this the 20th day of August, 2019, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ That the foregoing ordinance was read for the second time and passed finally on this the 27th day of August, 2019, by the following vote: Joe McComb ____________ Rudy Garza ___________ Paulette Guajardo ____________ Michael T. Hunter ____________ Everett Roy ____________ Ben Molina ____________ Roland Barrera ____________ Greg Smith ____________ Gil Hernandez ____________ PASSED AND APPROVED, this the 27th day of August, 2019. ATTEST: __________________________________ _____________________________ Rebecca Huerta Joe McComb City Secretary Mayor 74859493.2 I-1 INDEX TO SCHEDULES AND EXHIBITS Schedule I Refunded Obligations Schedule II Approval Certificate Exhibit A Paying Agent/Registrar Agreement Exhibit B Purchase Contract Exhibit C Escrow Agreement Exhibit D Notice of Redemption Exhibit E DTC Letter of Representations 74859493.2 Schedule I-1 SCHEDULE I REFUNDED OBLIGATIONS City of Corpus Christi, Texas Combination Tax and Surplus Airport Revenue Certificates of Obligation, Taxable Series 2010, dated July 1, 2010, in the original principal amount of $5,500,000 and stated to mature on March 1 in each of the years 2020 through 2025 and March 1, 2030, in the aggregate principal amount of $3,815,000, to be redeemed on __________, 2019. 74859493.2 Schedule II-1 SCHEDULE II APPROVAL CERTIFICATE See Tab No. ___ 74859493.2 A-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. ___ 74859493.2 B-1 EXHIBIT B PURCHASE CONTRACT See Tab No. ___ 74859493.2 C-1 EXHIBIT C ESCROW AGREEMENT See Tab No. ___ 74859493.2 D-1 EXHIBIT D NOTICE OF REDEMPTION See Tab No. ___ 74859493.2 E-1 EXHIBIT E DTC LETTER OF REPRESENTATIONS See Tab No. ___ DATE:July 31, 2019 TO:Peter Zanoni, City Manager FROM:Iain Vasey, President/CEO ivasey@ccredc.com (361) 882-7448 OUTSIDE PRESENTER(S): Name Title/Position Organization 1.Iain Vasey President/CEO CCREDC BACKGROUND: The CCREDC provides quarterly updates to The Council. In accordance with this practice, the CCREDC will update the Council on its activities and the status of the local economy. LIST OF SUPPORTING DOCUMENTS: PowerPoint – CCREDC Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update to City Council (Q2 2019) AGENDA MEMORANDUM City Council Meeting of August 20, 2019 Iain Vasey CEcD President/CEO Employment by Sector for the selected month Corpus Christi MSA June 2019 Yearly Change Jun-19 May-19 Jun-18 Jun-17 Jun-16 Jun-15 Total Nonagricultural 800 195,600 195,700 194,800 195,000 193,300 195,500 Mining, Logging, & Construction (1,200)24,300 24,300 25,500 26,800 24,800 25,100 Manufacturing 400 8,600 8,600 8,200 8,200 8,800 9,500 Trade, Transportation, and Utilities (300)33,000 33,100 33,300 33,500 34,100 35,100 Information -1,600 1,600 1,600 1,800 1,900 2,100 Financial Activities 100 8,500 8,400 8,400 7,900 7,700 8,200 Professional and Business Services 700 18,900 18,800 18,200 16,500 16,700 16,600 Educational and Health Services 500 32,500 32,500 32,000 31,700 30,600 29,600 Leisure and Hospitality 200 27,000 26,600 26,800 27,400 27,300 27,300 Other Services 200 6,700 6,500 6,500 6,800 7,100 7,800 Government 200 34,500 35,300 34,300 34,400 34,300 34,200 800 195,600 195,700 194,800 195,000 193,300 195,500 Project Activity Report Project Wins: YTD: 5 “Wins” total CapEx of $2.75B •Permico – 52 jobs, $550M investment •ICE Engineering – 25 jobs, $1.4M investment •EPIC Y-Grade – 10 jobs, $200M investment •Alorica – 300 jobs, $4M investment •Steel Dynamics – 500 jobs, $1.8B investment Project Pipeline: 6 Class B Projects (in competitive negotiations) – 1,935 jobs 5 Class C Projects (early in process/low probability) – 1,010 jobs 12 Total projects representing a potential of $19.6B CapEx Business Attraction & Recruitment Staff hosted 4 prospect visits in Q2 including Dahlia, Dynamo, Two Step, and Falcon. Travel Austin - On-going meetings with state legislators on projects Association for Iron and Steel-May 6-9 in Pittsburgh Global Plastics Summit-June 4-5, Houston Downstream 2019-June 11-12, Houston (Petrochem) Upcoming Travel: Natural Gas Liquids (NGLs), Sept 10-12, Houston IAMC (site selectors), Sept 14-19, Milwaukee Business Retention & Expansion •Completed 42 visits July 2019 •Launched CorpusChristiOpportunities.com website to promote Opportunity Zones in Corpus Christi •Hosted TX-PACE workshop in Robstown •TX-PACE – met with San Patricio County Judge and San Patricio EDC to allow PACE programs in San Patricio county •Ongoing monthly meeting with Corpus Christi Development Services on projects Business Retention & Expansion Completed 42 visits YTD Business Retention & Expansion What we are Working on •Opportunity Zones to attract projects. Including building website and getting shovel ready projects to market to Opportunity Zone Fund managers •Buildout “Sense of Place” website; coordinate with other stakeholders (City, DMD, Chambers, Port) how to make our community more attractive •Update 2018 community survey on attitudes towards Economic Development Growth •Helping government agencies with policy decisions by providing fact-based data for use in determining needs and direction •Working with existing industries to bring their suppliers and/or customers to our region Corpus Christi Housing Affordability Corpus Christi Cumulative Impact Questions?Iain Vasey CEcD President/CEO Corpus Christi Regional Economic Development Corporation 800 North Shoreline Blvd. Suite 1300 South Corpus Christi, Texas 78401 Office 361-882-7448 ivasey@ccredc.com www.ccredc.com