HomeMy WebLinkAboutMinutes Port Of Corpus Christi Authority Of Nueces County, Tx - 05/02/2019 OFFICIAL MINUTES OF PORT COMMISSION MEETING
May 2, 2019
The Port Commissioners of the Port of Corpus Christi Authority convened at the
Solomon P. Ortiz International Center, located at 402 North Harbor Drive, Corpus Christi,
Texas, on Thursday, May 2, 2019, at 1:30 p.m., for a special called meeting of the Port
Commission.
Present: Mr. Charles Zahn
Mr. Wayne Squires
Mr. Richard Valls
Mr. Richard L. Bowers
Mr. Wes Hoskins
Ms. Catherine Hilliard
Absent: Mr. David P. Engel
Present: Mr. Sean Strawbridge
Mr. Kent Britton
Mr. Omar Garcia
Mr. Jarl Pedersen
Ms. Rosie Collin
Ms. Tana Neighbors
Others Present: Mr. Leo J. Welder, Jr.
Mr. Dane Bruun
1. Meeting called to order.
2. Safety Briefing.
3. Pledge of Allegiance.
4. Conflict of Interest Affidavits. None were received.
5. Recess Open Meeting and Convene Executive Session: At 1:36 p.m.., Mr.
Zahn announced that the Commission would go into executive session pursuant
to §551.071 and §551.074 of the Texas Government Code to deliberate agenda
items 5a and 5b which were described in the agenda of the meeting as follows:
5a. Receive legal advice from PCCA's counsel on the governance and ethics
policies requested by members of the local legislative delegation. (§551.071)
5b. Deliberate the employment of the Chief Executive Officer (§551.074)
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6. Reconvene Open Session and take action the following agenda items: The
Chairman reconvened the meeting in open session at 2:03 p.m. to act on the
following agenda items.
6a. Amend the Commission's Operating Rules and PCCA's Code of
Ethics; adopt a Misconduct Reporting Policy, and approve a Community
Feedback Form and Hotline:
Action: On motion made by Ms. Hilliard and seconded by Mr. Squires, the
Commission
(1) Approved Amendment No. 3 to the Operating Rules of the Port Commission of
the Port of Corpus Christi Authority of Nueces County, Texas, in the form
presented to the meeting, a copy of which is attached hereto as Attachment
One;
(2) Approve Amendment No.1 to the Amended and Restated Code of Ethics of the
Port of Corpus Christi Authority of Nueces County, Texas, in the form
presented to the meeting, a copy of which is attached hereto as Attachment
Two;
(3) Approved The Port of Corpus Christi Authority Misconduct Reporting Policy in
the form presented to the meeting, a copy of which is attached hereto as
Attachment Three; and
(4) Approve the Community Feedback Form and Hotline in the form presented to
the meeting, a copy of which is attached hereto as Attachment Four.
Further Action: On motion made by Mr. Valls and seconded by Mr.
Squires, the Commission adopted a resolution, in the form presented to the
meeting, changing PCCA's authorized representatives to the Texas Local
Government Investment Pool. Acopy of the resolution is attached to these minutes
as Attachment Five.
6b. Employment Contract Amendment for the Chief Executive Officer.
Action: On motion made by Ms. Hilliard and seconded by Mr. Squires, the
Commission approved, effective as of May 2, 2019, the First Amendment to the
CEO's Amended and Restated Employment Agreement in the form presented to
the meeting. Mr. Hoskins voted against the motion.
7. Adjourn: On motion duly made and seconded, the meeting was adjourned at 2:10
p.m.
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ATTACHMENT ONE
AMENDMENT NO. 3 TO THE
OPERATING RULES OF THE PORT COMMISSION OF THE
PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS
The Port Commission of the Port of Corpus Christi Authority of Nueces County, Texas (a)adopted
the current Operating Rules of the Port Commission(the"Operating Rules")at a Commission meeting held
on February 17,2015; (b) adopted Amendment No.I the Operating Rules on May 9, 2017; and(c) adopted
Amendment No.2 the Operating Rules on July 17, 2018. At a Commission meeting held on May 2, 2019,
at least two-thirds of all Port Commissioners voted to amend the Operating Rules by adding new Sections
11, 12 and 13 thereto to read as follows:
Section I I General Powers, Authority, Duties, and Responsibilities of the Port Commission.
The Port Commission is vested with all powers, authority, duties, and responsibilities permitted by
law for the governance, policymaking, and performance oversight of PCCA and its properties. The Port
Commission's powers, authority, duties, and responsibilities include:
a. the framing and adoption of matters of policy including but not limited to budget,
goals, vision, and plans;
b. the responsibility to approve the purchase of services (other than employee
services), materials, supplies, machinery, equipment, other personal property, real property, and
other items to be purchased costing more than $50,000; and
C. the authority to approve all expenditures from PCCA's Promotion and
Development Fund, which authority may be delegated to the CEO;
d. the power, authority, duty, and responsibility to select, compensate, retain, and
remove PCCA's CEO,and to delegate to the CEO the full authority to manage and operate PCCA's
affairs, subject only to orders of the Port Commission;
e. the duty and responsibility to monitor the performance of the CEO for compliance
with all applicable federal,state,and local laws,PCCA's budget,and for the CEO's implementation
of the Port Commission's policies, standards,regulations, and stated objectives;
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f. the duty and responsibility to adopt a budget annually for PCCA in an open
meeting, and to ensure by and through PCCA's CEO that each annual budget is made available to
the public on PCCA's website;
g. the duty and responsibility to adopt detailed policies in open meetings that
document the Port Commission's governance practices,and to ensure by and through PCCA's CEO
that such detailed policies are made available to the public on PCCA's website;
h. the duty and responsibility to ensure that a copy of all policies adopted by the Port
Commission are distributed to each Commissioner and each PCCA employee not later than the
third business day after the date the person begins a term as Port Commissioner or employee;
i. the continuing duty and responsibility to develop and implement policies that
clearly separate the governance, policymaking, and performance oversight responsibilities of the
Port Commission from the management and operational responsibilities of the CEO and other
PCCA employees;
j. except as otherwise expressly set forth herein, the power and authority by general
or special rule, regulation, order, resolution, or other direction to authorize the CEO or another
person authorized to act instead of the CEO to perform any act on behalf of the Port Commission;
and
k. all the powers, authority, duties, and responsibilities reserved to the Port
Commission by the laws of the State of Texas.
Section 12 Powers and Duties of the Chief Executive Officer.
a. The terms "Executive Director," "Chief Executive Officer," and "CEO" are used
interchangeably in these Operating Rules and all mean the senior-most staff executive of PCCA.
The CEO shall be an employee of PCCA employed by the Port Commission pursuant to the terms
and conditions of a mutually-agreeable employment contract. The CEO has full authority to
manage and operate the affairs of PCCA, subject only to orders of the Port Commission and these
Operating Rules.
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b. The CEO has the duty and responsibility to implement PCCA's policies,
standards,regulations, and stated objectives.
C. The delegation of powers, authority, duties and responsibilities from the Port
Commission to the CEO shall not include those specifically reserved to the Port Commission
under the laws of the State of Texas or these Operating Rules.
d. The CEO has the powers, authority, duties and responsibilities listed below,
subject to the provision of Section 12(c) above:
i. subject to the budgetary constraints and policy directives of the Port
Commission, to employ, supervise, manage, direct, and establish positions, titles, and
salaries of PCCA employees, and to discharge these employees;
ii. collect revenues and monies due PCCA and deposit them to PCCA's
accounts;
iii. make purchases and enter into contracts in accordance with Port
Commission policies, orders, directives, and/or these Operating Rules;
iv. administer the PCCA's relations with public and private bodies,
agencies, and associations, and serve such entities in such capacity as may be directed by
the Port Commission;
V. make such reports to the Port Commission and other authorities as the
Port Commission directs, or as required in connection with discharge of the CEO's duties
and/or responsibilities, or as required by any federal, state, or local law;
vi. keep and maintain all records, accounts, books, files, and papers of
PCCA (in such manner as directed by a document retention policy adopted by the Port
Commission);
vii. sign, attest, certify, or deliver, on behalf of PCCA, agreements, deeds,
leases, month-to-month rental agreements, easements, licenses, franchises, permits,
minutes, notices, accounts, receipts, invoices, warrants, requisitions, vouchers, checks,
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Pt Comm Optg Rules—Amendment No.3
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records, and other instruments, as required in the lawful and proper discharge of the
CEO's duties and responsibilities or otherwise pursuant to applicable law, or as may be
approved or as directed by the Port Commission; and
viii. perform all other duties and responsibilities of the CEO of PCCA, or as
required by law.
e. The CEO may formally delegate his/her powers, duties, and related powers and
authority to one or more PCCA employees.
f. The CEO may travel as deemed appropriate or necessary to execute the duties
and responsibilities of the CEO,but any such travel is subject to the same rules, regulations, and
oversight as those established for Port Commissioners.
g. The CEO shall perform such other duties and responsibilities and discharge such
other tasks as the Port Commission may specify from time-to-time.
h. Any or all of the duties and responsibilities of the CEO as specified above or later
prescribed by the Port Commission are subject to change or cancellation by the Port Commission
at any time.
Section 13. Commission Decisions and Public Dissent.
Many Port Commission decisions are not unanimous. Port Commissioners contribute
varying, sometimes controversial, and at times conflicting perspectives to a deliberation. New and
different ideas assist the Port Commission in reaching an objective and balanced decision. Most
Port Commission decisions are based on majority rule, which automatically creates compromises
and occasionally dissenting opinions. However, consensus building and healthy debate are ways
to improve governance and make better decisions.
If a Port Commissioner strongly disagrees with a motion and votes against it or abstains
from voting, that vote will be recorded in the meeting minutes. Before publicly dissenting to a
motion passed at a meeting of the Port Commission, dissenting Commissioners should weigh their
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freedom of speech against their duties of loyalty and confidentiality and acting in the best interests
of the Port Authority. Port Commissioners who dissent in public about a particular Port
Commission decision or organizational direction should qualify such dissent by stating it is their
own viewpoint and, if true, that the Port Commission decision was made following proper
procedures.
ADOPTED BY THE PORT COMMISSION the 2nd day of May, 2019.
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ATTACHMENT TWO
AMENDMENT NO. I TO THE
AMENDED AND RESTATED CODE OF ETHICS OF THE
PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TEXAS
The Port Commission of the Port of Corpus Christi Authority of Nueces County, Texas
adopted the Amended and Restated Code of Ethics of Port of Corpus Christi Authority of Nueces
County, Texas (the "Code of Ethics") at a Commission meeting held on December 8, 2009. At a
Commission meeting held on May 2, 2019, the Port Commissioners voted to amend Section 1.03
of the Code of Ethics in its entirety to read as follows effective immediately:
Section 1.03. Prohibited Acts. No Commissioner or Employee may:
(1) act as surety for a Business Entity that has work, business, or a contract with
PCCA;
(2) act as surety on any official bond required of a Commissioner or Employee;
(3) accept or solicit any gift, favor, or service that might reasonably tend to
influence the Commissioner or Employee in the discharge of official duties, or that the
Commissioner or Employee knows or should know is being offered with the intent to
influence the Commissioner's or Employee's official conduct;
(4) disclose confidential information acquired by reason of the Commissioner's or
Employee's position with PCCA; or
(5) intentionally or knowingly solicit, accept, or agree to accept any benefit for
having exercised the Commissioner's or Employee's official powers or performed the
Commissioner's or Employee's official duties in favor of another.
ADOPTED BY THE PORT COMMISSION the 2nd day of May, 2019.
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First Amend to Code of Ethics
Adopted May 2,2019
ATTACHMENT THREE
PORT OF CORPUS CHRISTI AUTHORITY
MISCONDUCT REPORTING POLICY
A. Objectives. The Port of Corpus Christi Authority("PCCA") is committed to lawful and
ethical behavior in all of its activities and requires Port Commissioners and PCCA employees
to act in accordance with all applicable laws,regulations and policies and observe high standards
of ethics in the conduct of their duties and responsibilities. The objectives of this Port of Corpus
Christi Authority Misconduct Reporting Policy (the "Whistleblower Policy"), are to establish
policies, procedures, and protections for Whistleblowers, in order to:
1. Prevent, or detect and correct, improper activities.
2. Encourage each Port Commissioner and employee to report what he or she in
good faith believes to be a violation of law or a questionable accounting or auditing matter by
the PCCA.
3. Ensure the receipt, documentation, retention of records, and resolution of reports
received under this Whistleblower Policy.
4. Protect Whistleblowers from retaliatory action.
B. Definitions. For the purposes of this Whistleblower Policy, capitalized terms used herein
shall have the following meanings:
1. "Complaint" means a complaint under the Whistleblower Act.
2. "Chief Executive Officer" ("CEO") means the senior-most staff executive of the
PCCA.
3. "Investigator" means, with respect to each report of alleged Misconduct, the
Director of Human Resources (or other person appointed by the Port Commission Chairman,
only in the event that the Director of Human Resources is the subject of the report of alleged
Misconduct) who is tasked with the duty and responsibility to undertake the investigation of a
report of alleged Misconduct.
4. "Investigator's Report" means the oral or written report prepared by the
Investigator upon the conclusion of his/her investigation of a report of alleged Misconduct.
5. "Misconduct" means a violation of law or PCCA policy, by a Port
Commissioner, employee, or third-party acting in connection with the PCCA, except for (i)
violations that are subject to the PCCA's employee grievance procedures, such as harassment,
and (ii) routine workplace grievances. For the purposes of the Whistleblower Policy,
"Misconduct" also includes (i) the failure to take an action in order for the PCCA to be in
compliance with law or policy or with generally accepted accounting practices, (ii) retaliation
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towards anyone who reports Misconduct, and (iii) a violation subject to the PCCA's employee
grievance procedures, following the conclusion of a grievance procedure with respect to such
violation.
6. "PCCA" means the Port of Corpus Christi Authority of Nueces County, Texas.
7. "Port Commission" means the Port Commission of the Port of Corpus Christi
Authority of Nueces County, Texas.
8. "Substantial Evidence" means evidence sufficient for a reasonable person to
conclude that Misconduct has occurred.
9. "Whistleblower" means the Port Commissioner or PCCA employee reporting
alleged Misconduct under this Whistleblower Policy.
10. "Whistleblower Act" means Chapter 554 of the Texas Government Code,
attached as Exhibit A.
C. Reporting and Investigation of Misconduct.
I. Responsibility to Report.A Port Commissioner or PCCA employee who believes
in good faith that Misconduct has occurred or is occurring should report the facts or
circumstances giving rise to this belief, as provided in this Whistleblower Policy.
a. A Whistleblower shall submit a written report of alleged Misconduct to
the Investigator as promptly as possible, but no later than thirty (30) days after the
Whistleblower becomes aware of facts or circumstances that appear to constitute
Misconduct.
b. The Investigator shall promptly deliver such report to PCCA's CEO (or
to the Port Commission Chairman, only in the event that the CEO is the subject of the
report of alleged Misconduct).
C. The Investigator shall provide the PCCA's CEO and Port Commission
Chairman with a verbal or written report following each quarter summarizing all reports
of alleged Misconduct during the previous quarter.
d. If any facts or circumstances contained in a Whistleblower's report of
alleged Misconduct are later determined to be false or misleading, the Whistleblower
shall be deemed to have committed no wrong and breached no rule under this
Whistleblower Policy, provided that the report was made in good faith. However, a
Whistleblower who makes allegations that, after a thorough investigation, prove to be
unsubstantiated, and that prove to have been made maliciously, recklessly, with gross
negligence, or with the knowledge that the allegations were false, shall subject a PCCA
employee to disciplinary action, up to and including termination of employment.
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e. In the event a report of alleged Misconduct claims that any person who
may participate in the investigation or decision-making process provided by this
Whistleblower Policy was a participant in or was aware of the alleged Misconduct, such
person shall recuse himself/herself from the procedures set out herein.
2. Anonymity.
a. The Investigator shall not provide the identity of the Whistleblower when
reporting alleged Misconduct.
b. Notwithstanding the foregoing, if the Whistleblower voluntarily
discloses his/her identity to any Port Commissioner or PCCA employee (other than the
Investigator) during or after the submission of a report of alleged Misconduct,the PCCA
has no responsibility to limit further dissemination or disclosure of the Whistleblower's
identity, in connection with the investigation of the Whistleblower's report.
3. Determination of Further Action.
a. Upon receiving any report of alleged Misconduct, the Investigator shall
promptly consider what action should be taken in response to the report of alleged
Misconduct,provided that in the event the Investigator recuses himself/herself, the CEO
shall appoint a replacement to carry out the duties of and role of the Investigator under
the procedures set out herein.
b. Following such consideration, the Investigator shall notify the CEO
regarding the report, provide a summary of the relevant facts and circumstances
contained in the report, and set forth his/her recommended classification of the report.
C. The Investigator may recommend any of the following classifications:
i The report does not describe Misconduct, or a violation subject to
the PCCA's employee grievance procedures, or a routine workplace grievance;
ii The report does not describe Misconduct, but instead describes a
violation subject to the PCCA's employee grievance procedures, or a routine
workplace grievance; or
iii. The report describes Misconduct.
d. If the Investigator determines that:
i The report does not describe Misconduct, or a violation subject to
the PCCA's employee grievance procedures, or a routine workplace grievance,
then no further action shall be taken.
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ii The report does not describe Misconduct, but instead describes a
violation subject to the PCCA's employee grievance procedures, or a routine
workplace grievance, then the CEO (or the Port Commission Chairman, only in
the event that the CEO is the subject of the report of alleged Misconduct) shall
refer the report to the Director of Human Resources for handling.
iii. The report describes Misconduct, then the CEO (or the Port
Commission Chairman, only in the event that the CEO is the subject of the report
of alleged Misconduct) shall thereupon refer the report to PCCA's legal counsel
for further investigation or handling.
4. Conduct of Investigation. The Investigator shall promptly investigate the report
of alleged Misconduct to determine whether the report is supported by Substantial Evidence.
Substantial Evidence need not be admissible in a court of law.
a. Provided doing so serves the objectives of this Whistleblower Policy, the
Investigator may inform any other PCCA employee, including the Whistleblower,
regarding the status of the investigation.
b. The CEO (or the Port Commission Chairman, only in the event that the
CEO is the subject of the report of alleged Misconduct) may: (i) attend and participate
in all interviews and meetings between the Investigator and any Port Commissioner or
PCCA employee, and(ii)request and receive regular updates and reports concerning the
progress of the investigation and the information obtained by the Investigator. The CEO
may request and receive regular updates and reports concerning the progress of the
investigation and the information obtained by the Investigator.
C. PCCA employees and Port Commissioners shall cooperate fully with any
investigation hereunder and provide truthful information,written statements, documents,
and related materials upon the request of the Investigator. Any Port Commissioner or
PCCA employee who fails to cooperate fully with any investigation hereunder is subject
to disciplinary action.
d. Unless authorized by the Investigator, or as otherwise provided by law,
no Port Commissioner or PCCA employee may disclose to any person other than the
Investigator the substance of any communication (whether verbal, electronic, or in
writing) to or from the Investigator relating to the investigation.
5. Interference by PCCA Employees or Port Commissioners.
a. Except as provided in Section C(4)(a) or (b) above, no Port
Commissioner or PCCA employee may request and/or obtain verbal or written
statements or reports pertaining to the subject matter of any alleged Misconduct
investigation from any person alleged to be involved with the investigation as a
Whistleblower, respondent, or witness, until such investigation is disposed of as
provided herein.
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b. No Port Commissioner or PCCA employee shall interfere with the
investigation of alleged Misconduct.
C. No Port Commissioner or PCCA employee shall retaliate or take any
adverse employment action against any person as a result of that person's cooperation
with any investigation of alleged Misconduct.
6. Disposition of Criminal Matters.
a. Upon the Investigator's conclusion that Substantial Evidence supports an
allegation of Misconduct that would violate state or federal criminal law,the Investigator
shall discontinue his or her investigation and deliver a copy of the report of such
Misconduct, together with any related documents, to the CEO (or the Port Commission
Chairman, only in the event that the CEO is the subject of the report of alleged
Misconduct).
b. If the CEO (or the Port Commission Chairman, only in the event that the
CEO is the subject of the report of alleged Misconduct) does not concur with the
Investigator's assessment,the CEO(or the Port Commission Chairman, only in the event
that the CEO is the subject of the report of alleged Misconduct) shall thereupon deliver
such materials provided by the Investigator, in an envelope or other sealed package
prominently marked "Confidential Sensitive Information" to the PCCA's legal counsel
who shall report on the matter to the Port Commissioners at the next regularly or
specially called meeting. If a majority of the PCCA's Commissioners conclude that
Substantial Evidence supports of allegation of Misconduct, then the CEO (or the Port
Commission Chairman, only in the event that the CEO is the subject of the report of
alleged Misconduct) shall thereupon deliver such materials provided by the Investigator,
in an envelope or other sealed package prominently marked "Confidential Sensitive
Information"to the appropriate criminal law authorities.
C. Notwithstanding the foregoing procedures, if the Investigator, CEO, or
Port Commission concludes that a report alleging Misconduct is of such a nature that
immediate referral is warranted, such person may refer such matter to criminal law
authorities prior to a determination of whether Substantial Evidence supports it. If any
such party refers the matter to criminal law authorities, within twenty-four (24) hours
thereafter, such party shall notify the others listed above of such referral.
7. Disposition of Non-Criminal Misconduct. If the Investigator determines that
Substantial Evidence supports an allegation of Misconduct,but the Misconduct does not violate
a state or federal criminal law (or that the violation is of such a de minimis nature that it is not
reasonably likely to lead to criminal prosecution), the Investigator shall inform the CEO (or the
Port Commission Chairman, only in the event that the CEO is the subject of the report of alleged
Misconduct). The Investigator may prepare a verbal or written report on the allegation of
Misconduct and deliver the report to the CEO.
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a. Upon receipt of the Investigator's Report, further action, whether
disciplinary, remedial, or otherwise, regarding the alleged Misconduct by a PCCA
employee shall be taken at the sole discretion and direction of the CEO (or the Port
Commission Chairman, only in the event that the CEO is the subject of the report of
alleged Misconduct).
b. If the Investigator's Report contains evidence of alleged Misconduct by
the CEO or any person who is not an employee of the PCCA, all further action shall be
taken at the sole discretion of the Port Commission.
C. The CEO or the Port Commission Chairman, as applicable, shall send
notice of the disposition of a report of alleged Misconduct, describing the nature of any
actions taken in response to the Investigator's Report,to the Port Commission Chairman
or the CEO, as applicable. Provided doing so serves the objectives of this Whistleblower
Policy, the CEO may inform any other PCCA employee regarding the disposition of the
report.
8. Conflict with Laws. This Whistleblower Policy does not relieve any Port
Commissioner or employee of any duty to comply with state and federal laws, administrative
procedures, or other applicable governmental regulations regarding the reporting of legal
Misconduct.
9. Penalties for Violation. Violation of this Whistleblower Policy may subject a
PCCA employee to disciplinary action up to and including termination of employment.
D. Whistleblower Retaliation Complaints.
I. Filing a Whistleblower Retaliation Complaint. An employee or former employee
who believes that the PCCA has taken an adverse personnel action against him or her because
of reporting alleged Misconduct under this Whistleblower Policy may file a Complaint under
the Whistleblower Act.
2. Anonymity. The procedures governing the anonymity of the Port Commissioner
or PCCA employee filing the Complaint shall be identical to those described in Section C(3)
above.
3. Determination of Further Action. The procedures governing the determination of
whether further action shall be taken in response to a Complaint are identical to those described
in Section C(4) above.
4. Investigation. The procedures governing investigation of Complaints shall be
identical to those described in Sections C(5) and C(6), above.
5. Referral of Criminal Matters. Although retaliation claims generally do not
constitute criminal conduct, the Investigator may, in the course of his investigation, find
Substantial Evidence of criminal Misconduct. In that event, the procedures for referring
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criminal matters discovered during the investigation shall be identical to those described in
Section C(7) above.
6. Disposition of Retaliation Complaints.
a. Upon receipt of the Investigator's Report, further action regarding a
PCCA employee, whether disciplinary, remedial, or otherwise, shall be taken at the sole
discretion and direction of the CEO.
b. If the Investigator's Report contains evidence that the CEO, or any person
who is not an employee of the PCCA, violated the Whistleblower Act, or committed any
other Misconduct, all further action shall be taken at the sole discretion of the Port
Commission.
C. The CEO or Port Commission, as applicable, may provide any remedy
provided for in the Whistleblower Act to an employee whose employment is suspended
or terminated or who has been subject to an adverse personnel action in violation of the
Whistleblower Act.
d. The CEO or the Port Commission Chairman, as applicable, shall send
notice of the disposition of a Complaint, describing the nature of the actions, if any,taken
in response to the Investigator's Report,to the Port Commission, as applicable.
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EXHIBIT A
WHISTLEBLOWER ACT
GOVERNMENT CODE
TITLE 5. OPEN GOVERNMENT; ETHICS
SUBTITLE A. OPEN GOVERNMENT
CHAPTER 554.PROTECTION FOR REPORTING VIOLATIONS OF LAW
Sec. 554.001. DEFINITIONS. In this chapter:
(1) "Law" means:
(A) a state or federal statute;
(B) an ordinance of a local governmental entity; or
(C) a rule adopted under a statute or ordinance.
(2) "Local governmental entity" means a political subdivision of the state,
including a:
(A) county;
(B) municipality,
(C) public school district; or
(D) special-purpose district or authority.
(3) "Personnel action" means an action that affects a public employee's
compensation,promotion, demotion, transfer, work assignment, or performance evaluation.
(4) "Public employee" means an employee or appointed officer other than an
independent contractor who is paid to perform services for a state or local governmental entity.
(5) "State governmental entity" means:
(A) a board, commission, department, office, or other agency in the
executive branch of state government, created under the constitution or a statute of the state,
including an institution of higher education, as defined by Section 61.003, Education Code;
(B) the legislature or a legislative agency; or
(C) the Texas Supreme Court, the Texas Court of Criminal Appeals, a
court of appeals, a state judicial agency, or the State Bar of Texas.
Sec. 554.002. RETALIATION PROHIBITED FOR REPORTING VIOLATION OF
LAW. (a) A state or local governmental entity may not suspend or terminate the employment of, or
take other adverse personnel action against, a public employee who in good faith reports a violation
of law by the employing governmental entity or another public employee to an appropriate law
enforcement authority.
(b) In this section, a report is made to an appropriate law enforcement authority if the
authority is a part of a state or local governmental entity or of the federal government that the
employee in good faith believes is authorized to:
(1) regulate under or enforce the law alleged to be violated in the report; or
(2) investigate or prosecute a violation of criminal law.
Sec. 554.003. RELIEF AVAILABLE TO PUBLIC EMPLOYEE. (a) A public employee
whose employment is suspended or terminated or who is subjected to an adverse personnel action in
violation of Section 554.002 is entitled to sue for:
(1) injunctive relief,
(2) actual damages;
(3) court costs; and
(4) reasonable attorney fees.
(b) In addition to relief under Subsection(a), a public employee whose employment is
suspended or terminated in violation of this chapter is entitled to:
(1) reinstatement to the employee's former position or an equivalent position;
(2) compensation for wages lost during the period of suspension or termination;
and
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(3) reinstatement of fringe benefits and seniority rights lost because of the
suspension or termination.
(c) In a suit under this chapter against an employing state or local governmental entity, a
public employee may not recover compensatory damages for future pecuniary losses, emotional
pain, suffering, inconvenience, mental anguish, loss of enjoyment of life, and other nonpecuniary
losses in an amount that exceeds:
(1) $50,000,if the employing state or local governmental entity has fewer than
101 employees in each of 20 or more calendar weeks in the calendar year in which the suit is filed or
in the preceding year;
(2) $100,000,if the employing state or local governmental entity has more than
100 and fewer than 201 employees in each of 20 or more calendar weeks in the calendar year in
which the suit is filed or in the preceding year;
(3) $200,000,if the employing state or local governmental entity has more than
200 and fewer than 501 employees in each of 20 or more calendar weeks in the calendar year in
which the suit is filed or in the preceding year; and
(4) $250,000,if the employing state or local governmental entity has more than
500 employees in each of 20 or more calendar weeks in the calendar year in which the suit is filed or
in the preceding year.
(d) If more than one subdivision of Subsection(c) applies to an employing state or local
governmental entity, the amount of monetary damages that may be recovered from the entity in a
suit brought under this chapter is governed by the applicable provision that provides the highest
damage award.
Sec. 554.0035. WAIVER OF IMMUNITY. A public employee who alleges a violation of
this chapter may sue the employing state or local governmental entity for the relief provided by this
chapter. Sovereign immunity is waived and abolished to the extent of liability for the relief allowed
under this chapter for a violation of this chapter.
Sec. 554.004. BURDEN OF PROOF;PRESUMPTION; AFFIRMATIVE DEFENSE. (a)
A public employee who sues under this chapter has the burden of proof, except that if the
suspension or termination of, or adverse personnel action against, a public employee occurs not later
than the 90th day after the date on which the employee reports a violation of law, the suspension,
termination, or adverse personnel action is presumed, subject to rebuttal, to be because the employee
made the report.
(b) It is an affirmative defense to a suit under this chapter that the employing state or local
governmental entity would have taken the action against the employee that forms the basis of the
suit based solely on information, observation, or evidence that is not related to the fact that the
employee made a report protected under this chapter of a violation of law.
Sec. 554.005. LIMITATION PERIOD. Except as provided by Section 554.006, a public
employee who seeks relief under this chapter must sue not later than the 90th day after the date on
which the alleged violation of this chapter:
(1) occurred; or
(2) was discovered by the employee through reasonable diligence.
Sec. 554.006. USE OF GRIEVANCE OR APPEAL PROCEDURES. (a) A public
employee must initiate action under the grievance or appeal procedures of the employing state or
local governmental entity relating to suspension or termination of employment or adverse personnel
action before suing under this chapter.
(b) The employee must invoke the applicable grievance or appeal procedures not later
than the 90th day after the date on which the alleged violation of this chapter:
(1) occurred; or
2
(2) was discovered by the employee through reasonable diligence.
(c) Time used by the employee in acting under the grievance or appeal procedures is
excluded, except as provided by Subsection(d), from the period established by Section 554.005.
(d) If a final decision is not rendered before the 61 st day after the date procedures are
initiated under Subsection(a), the employee may elect to:
(1) exhaust the applicable procedures under Subsection(a), in which event the
employee must sue not later than the 30th day after the date those procedures are exhausted to obtain
relief under this chapter; or
(2) terminate procedures under Subsection(a), in which event the employee must
sue within the time remaining under Section 554.005 to obtain relief under this chapter.
Sec. 554.007. WHERE SUIT BROUGHT. (a) A public employee of a state
governmental entity may sue under this chapter in a district court of the county in which the cause of
action arises or in a district court of Travis County.
(b) A public employee of a local governmental entity may sue under this chapter in a
district court of the county in which the cause of action arises or in a district court of any county in
the same geographic area that has established with the county in which the cause of action arises a
council of governments or other regional commission under Chapter 391, Local Government Code.
Sec. 554.008. CIVIL PENALTY. (a) A supervisor who in violation of this chapter
suspends or terminates the employment of a public employee or takes an adverse personnel action
against the employee is liable for a civil penalty not to exceed$15,000.
(b) The attorney general or appropriate prosecuting attorney may sue to collect a civil
penalty under this section.
(c) A civil penalty collected under this section shall be deposited in the state treasury.
(d) A civil penalty assessed under this section shall be paid by the supervisor and may not
be paid by the employing governmental entity.
(e) The personal liability of a supervisor or other individual under this chapter is limited to
the civil penalty that may be assessed under this section.
Sec. 554.009. NOTICE TO EMPLOYEES. (a) A state or local governmental entity shall
inform its employees of their rights under this chapter by posting a sign in a prominent location in
the workplace.
(b) The attorney general shall prescribe the design and content of the sign required by this
section.
Sec. 554.010. AUDIT OF STATE GOVERNMENTAL ENTITY AFTER SUIT. (a) At
the conclusion of a suit that is brought under this chapter against a state governmental entity subject
to audit under Section 321.013 and in which the entity is required to pay $10,000 or more under the
terms of a settlement agreement or final judgment, the attorney general shall provide to the state
auditor's office a brief memorandum describing the facts and disposition of the suit.
(b) Not later than the 90th day after the date on which the state auditor's office receives
the memorandum required by Subsection(a), the auditor may audit or investigate the state
governmental entity to determine any changes necessary to correct the problems that gave rise to the
whistleblower suit and shall recommend such changes to the Legislative Audit Committee, the
Legislative Budget Board, and the governing board or chief executive officer of the entity involved.
In conducting the audit or investigation, the auditor shall have access to all records pertaining to the
suit.
3
ATTACHMENT FOUR
COMMUNITY FEEDBACK FORM AND HOTLINE
The following information and feedback form shall be posted on PCCA's website:
Comments, Compliments, Suggestions or Complaints
Thank you for providing your feedback to the Port of Corpus Christi Authority ("PCCA").
Public input is important and helpful for our organization to be a better member of the
community and in support of those communities located near port facilities.
Please submit any comments, compliments, suggestions, or complaints in the feedback form
below or you may provide us with that information by calling our Community Information
Line at 361-885-XXXX. (TBD)
You may also call the Community Information Line, anonymously or not anonymously, to
report alleged fraud, waste, environmental concerns, abuse, and/or any alleged wrongdoing
related to PCCA's ethics policies and/or related to any other complaints about PCCA, the
Port Commission, any Port Commissioner, and/or PCCA employees.
If you are filing a complaint, please provide us with specific details, including the date and
time of any particular incidents, sights, sounds and smells, so we can best investigate and
resolve the issue.
Once a complaint is received, PCCA will:
• Promptly assess the information provided; and
• Make every reasonable effort to investigate and take possible action to resolve your
complaint.
Please include your contact information when providing feedback, so we can provide you
follow-up information. If you would prefer to remain anonymous, you can do that too -- but
we will not be able to provide you with any follow-up information.
Thank you again for providing your feedback.
FEEDBACK/COMPLAINT FORM
Name:
Email:
Phone:
Comment or complaint:
1
322883
��ji„t ATTACHMENT FIVE
Resolution Amending
��G111t a ����gAAA ICS n�A�1�hn
Authorized Representatives
1
I,II Y• X
Please use this form to amend or designate Authorized Representatives.
This document supersedes all prior Authorized Representative forms.
*Required Fields
WHEREAS,
Port of Cor us Christi Authorit 7 9 3 2 6
Paitlupant Name' Location Nurnbcrr`
("Participant")is a local government of the State of Texas and is empowered to delegate to a public funds investment pool the authority to invest funds
and to act as custodian of investments purchased with local investment funds;and
WHEREAS,it is in the best interest of the Participant to invest local funds in investments that provide for the preservation and safety of principal,
liquidity,and yield consistent with the Public Funds Investment Act;and
WHEREAS,the Texas Local Government Investment Pool('TexPool/Texpool Prime"),a public funds investment pool,were created on behalf of
entities whose investment objective in order of priority are preservation and safety of principal,liquidity,and yield consistent with the Public Funds
Investment Act,
NOW THEREFORE,be it resolved as follows:
A. That the individuals,whose signatures appear in this Resolution,are Authorized Representatives of the Participant and are each hereby
authorized to transmit funds for investment in TexPool I TexPool Prime and are each further authorized to withdraw funds from time to time,
to issue letters of instruction,and to take all other actions deemed necessary or appropriate for the investment of local funds.
B. That an Authorized Representative of the Participant may be deleted by a written instrument signed by two remaining Authorized Representatives
provided that the deleted Authorized Representative(1)is assigned job duties that no longer require access to the Participant's TexPool(TexPool
Prime account or(2)is no longer employed by the Participant;and
C. That the Participant may by Amending Resolution signed by the Participant add an Authorized Representative provided the additional Authorized
Representative is an officer,employee,or agent of the Participant;
List the Authorized Representative(s)of the Participant.Any new individuals will be issued personal identification numbers to transact business with
TexPool Participant Services.
Kent A.Britton Chief Financial Officer
Naale DOW
3 6 1 8 8 5 6 1 1 4 3 6 1 8 8 1 5 1 6 7 1kbritton acca.cam� .........�111......�I� 111.........1 L L L.....J........11........1................1........�........�.........1 L........................ .....................................................................................................
Phone Fax Erna€I
1.......................................................................................................................................................................................................................................................................................................................................1
Signature
21,Andre A.Debler Financial Controller
Nanne Title
3 6 1II 8 8 5 6 1 4 7 3 6 1 8 8 1 5 1 6 7 debler@pocca.com
Phone Fax Ernad
I .... .... .... .... .... .... .... .... .... .... ...1
Signature
3. 1........................................................................................................ ..1 1........ .,....,- .,...-- .,...-- .,....,- .,...--
Name Title
Phone Fax Email
1 ................. ................. ................. .................. ................. ................. ................. .................. ................. ..........................1
Signature
Form Continues on Next Page 1 of 2
1.Resolution(continued)
4.
Name Title
II.."'J.""I I... j 1 1. L. I I L L. .............................................................................................................................
Phone Fax Email
Signature
List the name of the Authorized Representative listed above that will have primary responsibility for performing transactions and receiving confirmations
and monthly statements under the Participation Agreement.
[KRqt A.Britton
...............................................................................................................................................................................................................................................................
Name
In addition and at the option of the Participant,one additional Authorized Representative can be designated to perform only inquiry of selected information.
This limited representative cannot perform transactions.If the Participant desires to designate a representative with inquiry rights only,complete the
following information,
�Linda Patterson Inrvestrnent Advisor
Name Title
LIinda@pafterson.net
Phone Fax Dow[
D. That this Resolution and its authorization shall continue in full force and effect until amended or revoked by the Participant,and until TexPool
Participant Services receives a copy of any such amendment or revocation,This Resolution is hereby introduced and adopted by the Participant
at its regular/special meeting held on the_02,j day of I May .................I,[,2 J_0 1 1_9 I.
Note:Document is to be signed by your Board President,Mayor or County Judge and attested by your Board Secretary,City Secretary
or County Clerk.
�Port of Corpus Christi Authority
Nania of Participant'
SIGNED ATTEST
...................................................................................................................................................................................................................... ...............................................................................................................................................
Signature" signatule,
[Charles W.Zahn,Jr. Richard R.Valls,Jr.
Printod IN aii"i e Printed Namo'
.Chairman...................................................................................I Secretary
...... .......
Title' Title
2.Mailing Instructions
The completed Resolution Amending Authorized Representatives can be taxed to TexPool Participant Services at 1-866-839-3291,and mailed to:
TexPool Participant Services
1001 Texas Avenue,Suite 1400
Houston,TX 77002
ORIGINAL SIGNATURE AND DOCUMENT REQUIRED TEX-REP 2 OF 2
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
'Iexllool Participant Services Managed and
1001 Texas Avenue,Suite 1400 - Houston,TX 77002 Serviced kyFederated.
Phone:1,8661"@X1'00039,7665) - Fax:1,866,Sf9,3291 - wmwvmxpool.wrn 64534017(7118)