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Agenda Packet City Council - 08/25/2020
o',A.,5r.,f,�r Citi/ of Cornus Christi 1201 Leopard Street 1 F' Corpus Christi,TX 78401 _ x w cctexas.com \ Meeting Agenda - Final-revised City Council Tuesday,August 25, 2020 10:00 AM Council Chambers Addendums may be added on Friday. A. Mayor Joe McComb to call the meeting to order. B. Invocation to be given by Mayor Joe McComb. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. EXECUTIVE SESSION: 1. 20-1036 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 matters involving water towers, water pressure, equipment replacement schedules, and Texas Commission on Environmental Quality regulations relating to the provision of water, minimum pressure requirements, water minimum alternative capacity requirements, and other related regulatory matters. City of Corpus Christi Page 1 Printed on 8/24/2020 City Council Meeting Agenda-Final-revised August 25, 2020 F. PUBLIC COMMENT - AUDIENCE AND PRESENTER SOCIAL DISTANCING AND PUBLIC TESTIMONY AND PUBLIC HEARING INPUT AT PUBLIC MEETINGS OF THE CITY COUNCIL. To reduce the chance of COVID-19 transmission, public meetings will be held in a manner intended to separate, to the maximum practical extent, audience and presenters from personal contact with members of Community, City Staff, and City Council. This meeting will be broadcast at cctexas.com/services/council meeting-agendas-minutes-video. Public testimony and public hearing input for Public Comment and all items on the agenda at public meetings of the City Council should be provided in written format and presented to the City Secretary and/or designee no later than five minutes after the start of each meeting of the City Council. Testimony and/or public input shall be in accordance with the City Secretary's instructions, which shall be posted on the City Secretary's door and on the City website, and allow for electronic submission. The written public testimony shall be provided to members of City Council prior to voting on measures for that meeting. Written testimony shall be limited in accordance with the City Secretary requirements and shall be placed into the record of each meeting. This testimony shall serve as the required public testimony pursuant to Texas Government Code 551.007 and shall constitute a public hearing for purposes of any public hearing requirement under law. The meeting may be held telephonically or via videoconference. The public may participate remotely by following the instructions of the City Secretary at cctexas.com/departments/city-secretary. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. GOVERNMENT ACTIONS RELATED TO CORONA VIRUS H. MINUTES: 2. 20-1035 Regular Meeting of August 18, 2020 I. BOARD &COMMITTEE APPOINTMENTS: 3. 20-1043 Parks and Recreation Advisory Committee J. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (ITEMS 4 - 12) Consent-Second Reading Ordinances 4. 20-0896 Ordinance approving a five-year Business Incentive Agreement between the Corpus Christi B Corporation and the United Service Organization of South Texas ("USO") in the amount of$250,000 for the creation and retention of jobs and improvements to the facility leased to the USO by the City of Corpus Christi Page 2 Printed on 8/24/2020 City Council Meeting Agenda-Final-revised August 25, 2020 United States Navy, effective upon signature of the City Manager or designee; appropriating funds in the amount of$250,000 from the Type B Economic Development Fund; and amending the budget. sponsors: Chief Financial Officer Consent- Contracts and Procurement 5. 20-0119 Motion authorizing three, three-year service agreements, for mowing, maintenance and securing of non-code compliant properties for Code Enforcement, with each of the following vendors: J.M. Perez and Grandsons LLC of Portland, TX, Richard Herrera, Jr., dba R.H. Construction & Mowing of Corpus Christi, TX, and Luz Alicia Sierra Leal dba Alicia's Lawn Service of Corpus Christi, TX, in an amount not to exceed $150,000.00 for each contract, for a total not to exceed amount of $450,000, with FY 2020 funding in an amount of$8,333.33 available from the General Fund and Community Development Block Grant Fund. sponsors: Police Department and Contracts and Procurement Consent- Capital Projects 6. 20-0627 Motion awarding a Professional Services Contract for design and construction administration services for Lifecycle Curb and Gutter Replacement Program to ECMS, LLC of Corpus Christi, TX, for one-year in an amount up to $100,000 with two one-year renewal options to be administratively authorized for a total amount not to exceed $300,000, with projects located Citywide, and with FY 2020 funding available from the Storm Water Capital Reserve Fund. Sponsors: Engineering Services, Public Works/Street Department and Contracts and Procurement General Consent Items 7. 20-1040 Resolution approving a transfer of allocation of$3,200,000 from the City of Corpus Christi's $17,960,470 Coronavirus Relief Fund established by the CARES Act to Nueces County for expenses related to the prevention, preparation for, and response to the COVID-19 public health emergency. sponsors: Finance &Business Analysis 8. 20-0909 Resolution amending and reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for Fiscal Year 2020-2021. sponsors: Finance &Business Analysis 9. 20-0911 Resolution authorizing participation in the TexPool Investment Pools and designating authorized representatives and approving participation agreement sponsors: Finance &Business Analysis City of Corpus Christi Page 3 Printed on 8/24/2020 City Council Meeting Agenda-Final-revised August 25, 2020 10. 20-1062 Resolution authorizing the City's intent to provide a total of up to $752,000 from the City's Coronavirus Relief Fund allocation, through the CARES Act, to Corpus Christi Independent School District and Flour Bluff Independent School District ($715,000 and $37,000, respectively) as matching funds for the purchase of computer equipment necessary to facilitate compliance with COVID-19 related public health measures and tele-learning. 11. 20-0966 Resolution adopting a substantial amendment to the City of Corpus Christi's FY2019-2020 Consolidated Annual Action Plan (CARP), previously adopted by Ordinance No. 031814, for the Community Development Block Grant (CDBG), and the HOME Investment Partnerships Programs funded by the United States Department of Housing and Urban Development (HUD); and authorizing the execution of all documents necessary to implement the Substantial Amendment to the FY2019-2020 with outside organizations. sponsors: Grant Monitoring 12. 20-0628 Resolution authorizing a two-year lease of 3.0 acres off Rincon Road from the Texas General Land Office ("GLO") for$10,000 annual payment to the GLO with option to extend for an additional two-year term, to be used for storage of reefing material to be used in constructing an offshore artificial reef in the Gulf of Mexico. sponsors: Planning & Environmental Services L. RECESS FOR LUNCH M. PUBLIC HEARINGS: (ITEMS 13 - 15) 13. 20-0906 Ordinance annexing approximately 385 acres of land at or near the intersection of FM 43 and CR 33 into the territorial limits of the City of Corpus Christi. sponsors: Planning & Environmental Services 14. 20-0913 Zoning Case No. 0720-01, Bobak Mostaghasi (District 3). Ordinance rezoning property at or near the intersection of FM 43 and CR 33 from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District and "CG-2" General Commercial District. (Planning Commission Recommendation: Approval of the "CG-2" General Commercial District and "CN-1" Neighborhood Commercial District; Staff Recommendation: Approval of the "CG-2" General Commercial District, denial of the "CN-1" Neighborhood Commercial District and, in lieu, approval of the "ON" Neighborhood Office District. sponsors: Development Services 15. 20-0912 Zoning Case No. 0620-02, One Rail Group, LLC. (District 3). Ordinance rezoning property at or near 501 Heinsohn Road from the "FR" Farm Rural District and "IL" Light Industrial District to the "IL" City of Corpus Christi Page 4 Printed on 8/24/2020 City Council Meeting Agenda-Final-revised August 25, 2020 Light Industrial District. Planning Commission and Staff recommend Approval. Sponsors: Development Services N. RECESS TO CORPORATION MEETINGS: (ITEMS 16 - 17) 16. 20-0955 Special Board Meeting of the Corpus Christi Housing Finance Corporation regarding an Investment Services Agreement. Sponsors: Grant Monitoring 17. 20-1010 North Padre Island Development Corporation Annual Meeting Sponsors: Finance &Business Analysis O. RECONVENE CITY COUNCIL MEETING: P. REGULAR AGENDA: (ITEMS 18 - 19) 18. 20-1016 Motion approving Amendment No. 3 with Texas A&M University - Corpus Christi to provide professional services in the amount of$156,472.00 for a total contract value not to exceed $401,451.00 for Packery Channel Monitoring, to provide guidance following damage during Hurricane Hanna, located in City Council District 4, with funds available from Tax Increment Reinvestment Zone No. 2 Capital Fund. Sponsors: Engineering Services and Contracts and Procurement 19. 20-0980 Resolution authorizing the execution and approval of a Financing Agreement between the City of Corpus Christi and the Texas Water Development Board (TWDB) related to the City's issuance, sale, and delivery of City Utility System Junior Lien Revenue Improvement Bonds in an amount not to exceed $11,425,000 to the TWDB with proceeds of said bonds to be used for a city desalination project and other matters in connection therewith. Sponsors: Finance &Business Analysis Q. FIRST READING ORDINANCES: (ITEMS 20 -22) 20. 20-0877 Ordinance authorizing an 18-month service agreement with Halff Associates, Inc. of Richardson, Texas for a total amount not to exceed $273,789.00 for the development of the 10-Year Parks and Recreation Master Plan; appropriating funds from the unreserved fund balance of the General Fund and Community Enrichment Fund; and amending the budget. Sponsors: Parks and Recreation Department and Contracts and Procurement 21. 20-1020 Ordinance awarding two construction contracts to Haas-Anderson Construction, Ltd., Corpus Christi, Texas for the mill and overlay of Ocean Drive from Louisiana Avenue to Robert Drive in the amount of $6,081,782.85 and Ocean Drive from Robert Drive to Ennis Joslin Road in City of Corpus Christi Page 5 Printed on 8/24/2020 City Council Meeting Agenda-Final-revised August 25, 2020 the amount of$4,399,728.35 and amending the FY 2020 Operating and Capital Budget to include Ocean Drive from Louisiana Avenue to Robert Drive and Ocean Drive from Robert Drive to Ennis Joslin Road projects; appropriating $4,554,601.20 from the unreserved fund balance of the General Fund, located in Council District 4, with funding available from the 2012 and 2014 Street Bond Program, and the FY 2021 Type B, FY 2020 General, Storm Water, Wastewater, and Water Funds. Sponsors: Engineering Services, Contracts and Procurement and Public Works/Street Department 22. 20-0856 Ordinance authorizing the purchase of artificial turf materials from The PlayWell Group, Inc. of Boerne, TX, for a total amount not to exceed $72,212.43 and a three-month service agreement for installation with PlayWorks Inc. of Boerne, TX, for a total amount not to exceed $93,316.82 for materials and installation of artificial turf for splash pads at three City parks, for a total amount not to exceed $165,529.25; appropriating funds from the unreserved fund balance of the Community Enrichment Fund; and amending the budget. Sponsors: Parks and Recreation Department and Contracts and Procurement R. BRIEFINGS: (NONE) S. EXECUTIVE SESSION: (ITEM 23) 23. 20-1038 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 matters involving desalination, regulatory matters involving the Texas Coalition on Environmental Quality and U.S. Environmental Protection Agency, requirements of the Texas Public Information Act, and statutes and case law granting intellectual property rights related to the aforementioned items. T. IDENTIFY COUNCIL FUTURE AGENDA ITEMS U. ADJOURNMENT City of Corpus Christi Page 6 Printed on 8/24/2020 City of Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Minutes City Council Tuesday,August 18, 2020 11:30 AM Council Chambers Addendums may be added on Friday. A. Mayor Joe McComb to call the meeting to order. Mayor McComb called the meeting to order at 11:31 a.m. B. Invocation to be given by Mayor Joe McComb. Mayor McComb gave the invocation. C. Pledge of Allegiance to the Flag of the United States and to the Texas Flag. Mayor McComb led the Pledge of Allegiance to the flag of the United States and the Texas Flag. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles K. Risley and City Secretary Rebecca L. Huerta. Note: Council Members Roland Barrera, Greg Smith and Gil Hernandez participated by video conference. Council Member Michael Hunter participated telephonically. Present: 9- 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 City of Corpus Christi Page 1 Printed on 8/21/2020 City Council Meeting Minutes August 18, 2020 E. PUBLIC COMMENT - AUDIENCE AND PRESENTER SOCIAL DISTANCING AND PUBLIC TESTIMONY AND PUBLIC HEARING INPUT AT PUBLIC MEETINGS OF THE CITY COUNCIL. To reduce the chance of COVID-19 transmission, public meetings will be held in a manner intended to separate, to the maximum practical extent, audience and presenters from personal contact with members of Community, City Staff, and City Council. This meeting will be broadcast at cctexas.com/services/council meeting-agendas-minutes-video. Public testimony and public hearing input for Public Comment and all items on the agenda at public meetings of the City Council should be provided in written format and presented to the City Secretary and/or designee no later than five minutes after the start of each meeting of the City Council. Testimony and/or public input shall be in accordance with the City Secretary's instructions, which shall be posted on the City Secretary's door and on the City website, and allow for electronic submission. The written public testimony shall be provided to members of City Council prior to voting on measures for that meeting. Written testimony shall be limited in accordance with the City Secretary requirements and shall be placed into the record of each meeting. This testimony shall serve as the required public testimony pursuant to Texas Government Code 551.007 and shall constitute a public hearing for purposes of any public hearing requirement under law. The meeting may be held telephonically or via videoconference. The public may participate remotely by following the instructions of the City Secretary at cctexas.com/departments/city-secretary. Mayor McComb referred to comments from the public. The following citizen called in: Brad Lomax, 309 N. Water St.,thanked the Council for renaming William Street to Lomax Street. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor McComb referred to City Manager's Comments. City Manager Peter Zanoni reported on the following topics: Cole Park Pier should be open by next summer; Everhart Road construction project is about 40%complete, on schedule and on budget; and a summary on the fire collective bargaining agreement. a. GOVERNMENT ACTIONS RELATED TO CORONA VIRUS Director of Public Health District Annette Rodriguez presented an update on COVID-19: COVID-19 cases by months as of August 15th; cases by age as of August 15th; COVID-19 deaths by months as of August 15th; COVID-19 deaths by ages as of August 15th;2020-2021 school year-Nueces County decisions; COVID-19 cases in Nueces County's school aged children; symptoms of COVID-19 in children; decision making tool for household members;school decision tree;when there is minimal to moderate transmission spread;when there is substantial community transmission; health district's phone bank performance; and Saint Louis Encephalitis Virus. City of Corpus Christi Paye 2 Printed on 8/21/2020 City Council Meeting Minutes August 18, 2020 Council Members and Director Rodriguez discussed the following topics: the luminaire software system will assist the health department during the drive-thru process by citizens filling out the demographic information online; and the importance of testing oxygen levels. G. MINUTES: 1. Regular Meeting of August 11, 2020 and Budget Workshop of August 6, 2020 A motion was made by Council Member Garza, seconded by Council Member Molina that the Minutes be approved. The motion carried by a unanimous vote. Aye: 9- 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 Abstained: 0 H. BOARD &COMMITTEE APPOINTMENTS: 2. Arts & Cultural Commission (3 vacancies) Parks and Recreation Advisory Committee (5 vacancies) Mayor McComb referred to Item 2. Parks and Recreation Advisory Committee-Rescheduled to August 25, 2020 Arts and Cultural Commission Council Member Molina made a motion to appoint Simone Sanders, and reappoint Carolyn Mauck and Nicholas Gignac, seconded by Council Member Barrera and passed unanimously. I. EXPLANATION OF COUNCIL ACTION: J. CONSENT AGENDA: (ITEMS 3 - 13) Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. Council members requested that Items 3,4, 9, 10 and 13 be pulled for individual consideration. There were no comments from the Council. A motion was made by Council Member Molina, seconded by Council Member Garza, to approve the Consent Agenda with the exception of Items 3,4, 9, 10 and 13. The motion carried by the following vote: Aye: 9- 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 City of Corpus Christi Page 3 Printed on 8/21/2020 City Council Meeting Minutes August 18, 2020 Abstained: 0 Consent-Second Reading Ordinances 3. Zoning Case No. 0620-01, Camacho Resources, LLC (District 1). Ordinance rezoning property at or near 7585 Leopard Street from the "IL" Light Industrial District and "RMH" Manufactured Home District to the "IH" Heavy Industrial District. Planning Commission and Staff recommend Denial of the change of zoning from the "IL" Light Industrial District and "RMH" Manufactured Home District to the "IH" Heavy Industrial District, in lieu thereof, approval of the "IL/SP" Light Industrial District with a Special Permit (SP) with conditions. (3/4 vote required to overrule the recommendation of the Planning Commission). Mayor McComb referred to Item 3. There were no comments from the Council. Council Member Molina made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on second reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina and Council Member Roy Abstained: 1 - Council Member Smith Enactment No: 032182 4. Ordinance designating 258.9 acres within the jurisdiction of the City of Corpus Christi as a Tax Increment Financing District to be known as "Reinvestment Zone Number Five, City Of Corpus Christi, Texas" pursuant to petition by owners of Crosstown Commons subdivision; setting a maximum City financial participation of 75% over 20 years and a maximum contribution of$9,000,000; and establishing a Board of Directors for the Reinvestment Zone. Mayor McComb referred to Item 4. Council Members, City Manager Peter Zanoni, and Director of Finance Heather Hurlbert discussed the following topics: this TIRZ will be used for infrastructure;the importance of economic growth on the west side of town; the "for sale"sign is the same sign that has been there for years; and that Prosperity Bank and IBC Bank are interested in providing funding for this TIRZ. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Barrera. This Ordinance was passed on second reading and approved with the following vote: City of Corpus Christi Page 4 Printed on 8/21/2020 City Council Meeting Minutes August 18, 2020 Aye: 8- Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith Abstained: 1 - Council Member Hernandez Enactment No: 032183 5. Ordinance authorizing an Interlocal Cooperation Agreement with Nueces County to reimburse $200,000 to the City related to the engineering design cost associated with the extension of Junior Beck Drive from Dead End to Old Brownsville Road and accepting and appropriating a Financial Assistance Award in an amount of$3,000,000 from the United States Department of Commerce-Economic Development Administration for the design and construction of Junior Beck Drive located in City Council District 3, with a City match of$750,000 with funding available through the 2018 Bond Program and amending the Capital Improvement Program Budget and appropriating grant Funds in the Street CIP Fund. This Ordinance was passed on the consent agenda. Enactment No: 032184 6. Ordinance authorizing execution of all documents necessary to enter into a Consent Decree with the United States of America and State of Texas regarding improvements, operation and maintenance of the City wastewater system and appropriating $1,187,000 for civil penalty for the United States, attorney fees for the State of Texas, and City legal and consultant services related to finalizing and obtaining court approval of said decree. This Ordinance was passed on the consent agenda. Enactment No: 032185 Consent- Contracts and Procurement 7. Motion authorizing a two-year service agreement with Cintas Corporation No. 2 of Corpus Christi, Texas in an amount not to exceed $161,399.41, for uniform rentals for the Utilities Department, effective upon issuance of notice to proceed with FY2020 funding in an amount of$10,000.00 available in the Wastewater Fund and $10,300.00 available in the Water Fund. This Motion was passed on the consent agenda. Enactment No: M2020-138 8. Motion authorizing a three-year service agreement with Neal Flanagan, dba Flanagan's Muffler Shop No 2 in Corpus Christi, Texas, in an amount City of Corpus Christi Page 5 Printed on 8/21/2020 City Council Meeting Minutes August 18, 2020 not to exceed $72,800.00, for vehicle exhaust system repairs for Asset Management, effective upon issuance of notice to proceed, with FY 2020 funding in the amount of$6,000.00 available in the Fleet Maintenance Service Fund. This Motion was passed on the consent agenda. Enactment No: M2020-139 Consent- Capital Projects 9. Motion awarding a professional services contract to Plummer Associates, Inc., of Corpus Christi, Texas to design and prepare construction documents for the Broadway Wastewater Treatment Plant Rehabilitation in an amount not to exceed $926,936, located in City Council District 1, with funding available from the FY 2020 Wastewater Capital Improvement Program budget. Mayor McComb referred to Item 9. Council Members, Capital Budget Manager Kamil Taras and City Attorney Miles Risley discussed the following topics: the pay as you go fund is the money that gets transferred from operating to capital; a Council Member requested that the pages in the Capital Improvement Plan be edited; and a Council Member's concern regarding titling this treatment plant as a"rehabilitation". Council Member Smith made a motion to approve the motion, seconded by Council Member Roy. This Motion was passed and approved with the following vote: Aye: 9- 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 Abstained: 0 Enactment No: M2020-140 10. Motion awarding a construction contract to Jhabores Construction Company, Inc., of Corpus Christi, Texas for the rehabilitation of Holly Road from Crosstown Expressway to Greenwood Drive, located in Council District 3, with asphalt pavement rehabilitation and utility improvements in the amount of$3,349,518.32 with funding available from the 2012 and 2016 Street Bond Program and FY 2020 Stormwater, Water, and Wastewater Funds. Mayor McComb referred to Item 10. A Council Member and Director of Engineering Jeff Edmonds discussed the following topics: this is a 2012 bond project,so concrete is not a good fit because this is an interim phase for the rehabilitation of Holly Road. Council Member Barrera made a motion to approve the motion,seconded by City of Corpus Christi Page 6 Printed on 8/21/2020 City Council Meeting Minutes August 18, 2020 Council Member Molina. This Motion was passed and approved with the following vote: Aye: 9- 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 Abstained: 0 Enactment No: M2020-141 11. Motion awarding a Master Services Agreement for Construction Claims Resolution Services to Consor Engineers, LLC, of Pharr, Texas, for one year in an amount up to $100,000 with a one-year renewal option to be administratively authorized for a total amount not to exceed $200,000, with projects located Citywide, and with funding available from the FY 2020 Utility Capital Program and Bond Program Funds. This Motion was passed on the consent agenda. Enactment No: M2020-142 General Consent Items 12. Motion authorizing the purchase of approximately 92.241 acres of farmland located on State Highway 286 south of and abutting the J.C. Elliott Transfer Station for $3,000,000 funded through reserve balances in the Solid Waste Certificates of Obligation issued in 2008, 2015, 2017, and 2018; and authorizing the City Manager or his designee to execute all documents necessary for the purchase. This Motion was passed on the consent agenda. Enactment No: M2020-143 13. Resolution to consider a proposed future property tax rate of$0.646264 per one hundred dollars valuation for the upcoming 2020-2021 fiscal year at the public hearing scheduled for September 8, 2020, with final approval on the property tax rate of$0.646264 set to occur on September 15, 2020. Mayor McComb referred to Item 13. There were no comments from the Council. Council Member Garza made a motion to approve the resolution,seconded by Council Member Molina. This Resolution was passed and approved with the following vote: Aye: 9- 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 Abstained: 0 City of Corpus Christi Paye 7 Printed on 8/21/2020 City Council Meeting Minutes August 18, 2020 Enactment No: 032186 K. RECESS FOR LUNCH The recess for lunch was held from 1:04 p.m.to 1:32 p.m. L. PUBLIC HEARINGS: (NONE) M. REGULAR AGENDA: N. FIRST READING ORDINANCES: (ITEM 14) 14. Ordinance approving a five-year Business Incentive Agreement between the Corpus Christi B Corporation and the United Service Organization of South Texas ("USO") in the amount of$250,000 for the creation and retention of jobs and improvements to the facility leased to the USO by the United States Navy, effective upon signature of the City Manager or designee; appropriating funds in the amount of$250,000 from the Type B Economic Development Fund; and amending the budget. Mayor McComb referred to Item 14. Chief Operating Officer(COO) of the Corpus Christi Economic Development Corporation Mike Culbertson presented information on the following topics: staff recommends approval of a grant of up to$250,000 to the USO of South Texas for renovations to their building at NAS Corpus Christi; the Board of Directors of the EDC voted unanimously to recommend approval of this grant; and this project will be complete within one year. A Council Member and COO Culbertson discussed the following topic: the company will get paid the entire amount once the construction is complete and there are not any liens. 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: 9- 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 Abstained: 0 O. BRIEFINGS: (ITEM 15) 15. Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update to City Council (Q2 2020) Mayor McComb referred to Item 15. CEO of Corpus Christi Regional Economic Development Corporation Iain Vasey City of Corpus Christi Paye 8 Printed on 8/21/2020 City Council Meeting Minutes August 18, 2020 presented information on the following topics: unemployment rates; employment by sector for CCMSA; CCREDC COVID-19 response; and business retention and business attraction. Council Members and CEO Vasey discussed the following topics: the wind turbine is not going to be a wind farm; the EDC works on projects that bring new revenue overall into the market;teleworking has been accelerated by ten years; a Council Member thanked the team for their work on the LiftFund program;the importance of being environmentally conscious;the non-disclosure agreements are not generated by the CCREDC; need more details about the projects; about 19 projects are going to demand more water; JM Steel is a bolt manufacturing company; and a Council Member's request for an update of companies that were economically impacted in the past eight months. P. EXECUTIVE SESSION: (ITEMS 16 - 18) 16. 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 sanitary sewer overflows and the City's sanitary sewer system, water system, and/or drainage system and/or potential future litigation involving the U.S. Environmental Protection Agency, State of Texas, and/or U.S. Department of Justice and the potential approval of attorney's fees, expert fees, and expenses for negotiations and/or litigation with the aforesaid entities. This E-Session Item was discussed in executive session. 17. 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 matters in collective bargaining agreement(s) with the Corpus Christi Professional Firefighters' Association, pension matters involving City employees, other potential collective bargaining matters, and potential approval in open session of a collective bargaining agreement with the Corpus Christi Professional Firefighters' Association. This E-Session Item was discussed in executive session. Corpus Christi Professional Firefighter's Association (CCPFFA) President Johnny R. Stobbs thanked City Manager Peter Zanoni and staff for their leadership. Council Member Roy made a motion authorizing the City Manager to enter into a four-year collective bargaining agreement with the Corpus Christi Professional Firefighters'Association for wages, benefits, and working conditions, seconded by Council Member Guajardo. The motion carried by a unanimous vote. City of Corpus Christi Paye 9 Printed on 8/21/2020 City Council Meeting Minutes August 18, 2020 Aye: 9- 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 Abstained: 0 18. 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 lease, license, interlocal agreement, and other legal documents related to the potential placement of the police academy at or near Rodd Field Road and Yorktown Blvd, and pursuant to Texas Government Code § 551.072 to discuss and deliberate the potential lease and/or value of real property to be leased, licensed, or otherwise acquired at or near the aforementioned locations. This E-Session Item was discussed in executive session. Q. IDENTIFY COUNCIL FUTURE AGENDA ITEMS Mayor McComb referred to Identify Future Agenda Items: The following Item was discussed: a Council Member's request for a piping report evaluation related to concrete versus asphalt streets. R. ADJOURNMENT This meeting was adjourned at 4:36 p.m. City of Corpus Christi Page 10 Printed on 8/21/2020 PARKS AND RECREATION ADVISORY COMMITTEE *Five(5)vacancies with terms to 8-23-22. Duties The Parks and Recreation Advisory Committee shall advise the City Council as to all City parks and the buildings therein,public outdoor recreation areas and centers and any other grounds placed under its purview by the City Manager. Composition Eleven(11)members appointed by the City Council,who are residents of the City and serve without compensation for a two-year term beginning August 23,or until their successor is appointed.The Board elects its Chairman. Member size Term length Term limit 11 2 6 Appointing Name District Term Appt.date End date Authority Position Status Attendance Amy H McCoy District 4 1 8/16/2016 8/23/2020 City Council Seeking reappointment 5/7 meetings 72% Twila Stevens District 4 1 8/21/2018 8/23/2020 City Council Seeking reappointment 7/7 meetings 100% Bobby Broderick District 1 1 8/21/2018 8/23/2020 City Council Resigned Has met the six-year service Dotson Lewis Jr. District 4 3 8/12/2014 8/23/2020 City Council Chair limitation Has met the six-year service Jerry Plemons District 5 31 8/12/2014 8/23/2020 City Council Ilimitation Mandy Cox District 4 2 8/8/2017 8/23/2021 City Council Active Florence D East District 4 2 8/8/2017 8/23/2021 City Council Active Hannah Husby District 2 2 8/21/2018 8/23/2021 City Council Active Casandra L Lorentson District 5 2 8/21/2018 8/23/2021 City Council Active Alissa Mejia District 4 2 8/24/2019 8/23/2021 City Council I Active Howard L Schauer I District 3 11 4/24/2019 8/23/2021 City Council I jActive 8-25-2020 PARKS AND RECREATION ADVISORY COMMITTEE Applicants Name District Clay Carpenter District 4 Constance Culbertson District 5 Jacob W Dryden District 4 Lawrence Heatley District 5 Misty R Kesterson District 4 William H Mills District 2 Luis G Reyes SR District 5 Michael San Miguel District 5 Diego C Solis District 2 CITY OF CORPUS CHRISTI Submit Date: Mar 08, 2020 Application for a City Board, Commission, Committee or Corporation Profile Clay Carpenter =rsf Name Las[,lame Emad A,7dress 809 Belmeade Drive �ne[Aacress Corpus Christi TX 78412 Jiet� �';S'91::use What district do you live in? W District 4 Current resident of the city? (-. Yes c' No If yes, how many years? 20 Mobile: (361)480-6471 Business: (361) 886-3683 svte Cre Corpus Christi Caller-Times planning editor Work Address - Street Address and Suite Number 820 N. Lower Broadway Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78401 Clay Carpenter Page 1 of 5 Work Phone 361-886-3683 Work E-mail address clay.carpenter@caller.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PARKS AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? r: Yes r- No Do you currently serve on any other City board, commission or committee at this time? If so, please list: no Education, Professional and`or Community Activity (Present) BA,communications, University of Houston Why are you interested in serving on a City board, commission or committee? I've lived in the city for 20 years now, and have always been somewhat disappointed with the city's efforts to beautify parks, and most specifically,to plant trees. If this city were a house, people would say it has "great bones"--a park system with great potential. I'd like to be involved in the discussion on how to make good on this potential, and to raise the quality of life and, by extension,the self-image of this community. Are you an ex-Officio member of a City Board, commission or committee? r Yes r• No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes c No Clay Carpenter Page 2 of 5 Demographics Gender W Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? c Yes c No Do you, your spouse, your business or your spouse's business have a City contract? r Yes (.- No Does your employer or your spouse's employer have a City contract? r Yes (-- No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes (.- No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes (.- No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "N4" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Clay Carpenter Page 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Clay Carpenter Page 4 of 5 Oath swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Clay Carpenter Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date:Jun 08, 2020 Application for a City Board, Commission, Committee or Corporation Profile Constance Culbertson =lrst Name '-as[:dame Email Address 5910 Fenway Drive street Adcress Corpus Christi TX 78413 Staie '-is!W CId. What district do you live in? W District 5 Current resident of the city? r Yes r No If yes, how many years? 9 years Home: (214) 926-6408 Mobile: (214) 460-9758 �.,�IryCn' are._ 'e N/A N/A -'=Y"' „e Work Address - Street Address and Suite Number N/A Work Address - City N/A Work Address - State N/A Work Address - Zip Code N/A Constance Culbertson Page 1 of 5 Work Phone N/A Work E-mail address N/A Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? HUMAN RELATIONS COMMISSION: Submitted PARKS AND RECREATION ADVISORY COMMITTEE:Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: Yes, Nueces County Animal Care Advisory Commission Education, Professional and/or Community Activity (Present) Through masters degree from Northwestern University. Texas State Delegate for Nueces County and election judge. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Human Relations Commission and Parks and Recreation Advisory Committee. Why are you interested in serving on a City board, commission or committee? My passion for justice and the environment. Are you an ex-Officio member of a City Board, commission or committee? r Yes r• No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission; committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes r No Constance Culbertson Page 2 of 5 Demographics Gender W Female Code of Ethics- Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes c' No Do you, your spouse, your business or your spouse's business have a City contract? r Yes (.- No Does your employer or your spouse's employer have a City contract? r Yes (.- No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes (-- No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes (-. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes (: No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO" to all questions above, please enter N/A. My answers are all no. Board-specific questions (if applicable) Constance Culbertson Page 3 of 5 ,question applies'n HUPrIAN RELA`IO�IS COMMISSION The Human Relations Commission preferred representatives from certain categories. Do you qualify for any of the following categories? W None of the above Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Constance Culbertson Page 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Constance Culbertson Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date:Aug 10, 2020 Application for a City Board, Commission, Committee or Corporation Profile Dr. Jacob W Dryden Prefix First Name Middle=nual Last Marne Email address 2830 Denver Avenue Street,address Corpus Christi TX 78404 Cltv State Postal Sade What district do you live in? W District 4 Current resident of the city? Yes r No Home: (952) 529-6777 Home: (952) 529-6777 Primary P.cne .Alternate'''^.ane Veterans Memorial High School - CCISD Dean of Instruction Emplaver Joc Title Work Address- Street Address and Suite Number 3570 Cimarron Blvd Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78414 Work Phone 3618787900 Dr. Jacob W Dryden Page 1 of 5 Work E-mail address jadrydenCa ccisd.us Preferred Mailing Address 9 Home/Primary Address Which Boards would you like to apply for? PARKS AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? c Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No. Education, Professional and/or Community Activity (Present) Education: PhD -Ole Miss, MA-Seton Hall, and BA- Hanover College Professional and Community Volunteerism:Veterans Memorial High School: Corpus Christi Independent School District Campus Advisory Team—Chair Advanced Academics Pilot Program-Coordinator Social Studies Department— Co-Chair Curriculum Writing for Social Studies-Writer Grading Guidelines Committee—Chair Textbook Selection Committee-Committee Member EagleU and Saturday School—Coordinator 2019 VMHS Principal Interview Panel—Panel Member National Honor Society- Selection Committee Member APJI Writing Section Professional Development- Presenter Vision and Mission Statement Committee— Member Why are you interested in serving on a City board, commission or committee? My name is Dr.Jacob Dryden and I am writing to express my interest in serving the Greater Corpus Christi community as a Parks and Recreation Advisory Committee board member. Like most Corpus Christians, I recognize the importance of public service.Yet, as a high school administrator at Veterans Memorial and prior corporate roles, my specific experiences have well-prepared me to serve as an effective board member. Parks and Recreation is not a small business. Like CCISD, it is a complex institution with many working layers. From a human capital standpoint, I have a very relatable administrative experiences from coordinating a large teacher-employee base to considering union relationships when making decisions. From a financial standpoint, I am familiar with budgetary decision- making as a Veterans Memorial High School budget committee member. Also, my prior underwriting and risk management career at Fortune 200 insurance companies gives me a unique analytical understanding of balance sheets, contractual obligations, and risk assessment. Parks and Recreation, like Veterans Memorial, does not operate in a bubble. As the Administrator for Academics and Accountability, I understand the leadership balance between listening to community stakeholders and proceeding with campus needs. In closing, as a school administrator, I am in the business of helping others to aspire and achieve. If nominated as a board member, I will use my expertise to help lead Parks and Recreation in an equitable, efficient manner that better serves the Corpus Christi community. Dr. Jacob W Dryden Page 2 of 5 Ueiead a Resume Are you an ex-Officio member of a City Board, commission or committee? r Yes r- No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes r No Demographics Gender W Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes (- No Do you, your spouse, your business or your spouse's business have a City contract? r Yes (.- No Does your employer or your spouse's employer have a City contract? r Yes (.- No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes (-. No Dr. Jacob W Dryden Page 3 of 5 If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer"NO" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Dr. Jacob W Dryden Page 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. R I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Dr. Jacob W Dryden Page 5 of 5 Jacob Dryden , Ph . D . 2830 Denver Avenue, Corpus Christi, Texas 78404 • 952.529.6777 • jacob.drydenaccisd.us Education Ph.D. Political Science, The University of Mississippi, 2014 Focus: International Relations and Comparative Politics Dissertation: "On Mass Media, State Capacity, and Civil Conflict" Inter-University Consortium for Political and Social Research (ICPSR), The University of Michigan, 2012 M.A. Diplomacy and International Relations, Seton Hall University, 2003 B.A. International Studies, Hanover College, 2001 Teaching-Related Employment Veterans Memorial High School, Corpus Christi Independent School District, 2017-Present Administrator/Dean for Academics and Accountability, 2020 - Present -Oversee Curriculum and Instruction at Veterans Memorial -STAAR and College Entrance Testing Coordinator • CNA/CIP Lead • IGC Process Coordinator • Oversees Academic Analytics • Campus Professional Development Facilitator Instructional Teacher Advisor (ITA), 2019 - 2020 -Campus Instructional Coach • Get Better Faster Campus Leader • CADETS Mentor EagleU Facilitator Professional Learning Community Coordinator Social Studies Teacher, 2017-2019 -On-Level and Advanced Placement Courses The University of Mississippi, 2010-2014 Undergraduate Instructor, 2012-2014 Corporate Employment Account Executive, Travelers Insurance, 2014-2016 Various commercial insurance positions, 2003-2010 Political Consultant, MSNBC, 2002 Professional Service Veterans Memorial High School Corpus Christi Independent School District Campus Advisory Team - Chair Advanced Academics Pilot Program - Coordinator Social Studies Department - Co-Chair Curriculum Writing for Social Studies - Writer Grading Guidelines Committee - Chair Textbook Selection Committee - Committee Member EagleU and Saturday School - Coordinator 2019 VMHS Principal Interview Panel - Panel Member National Honor Society - Selection Committee Member AP)i Writing Section Professional Development - Presenter Vision and Mission Statement Committee -Member CITY OF CORPUS CHRISTI Submit Date:Jul 12, 2020 Application for a City Board, Commission, Committee or Corporation Profile Lawrence Heatley G!rsl Name Las(Name =mail Aderass 7401 Lake Livingston dr Street aauress Corpus Christi TX 78413 3rwe postal C<:a What district do you live in? W District 5 Current resident of the city? (-. Yes r No If yes, how many years? 21 Mobile: (361) 658-8859 Business: (361) 853-9831 HEB Store Director _vo-a Work Address- Street Address and Suite Number 4444 Kostoryz Rd Work Address- City Corpus Christi Work Address - State Texas Work Address - Zip Code 78415 Lawrence Heatley Page 1 of 5 Work Phone 361-853-9831 Work E-mail address heatley.lawrence@heb.com Preferred Mailing Address W Work Address Which Boards would you like to apply for? PARKS AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? c: Yes c- No Do you currently serve on any other City board, commission or committee at this time? If so, please list: N/A Education, Professional and/or Community Activity (Present) BS.. University of South Carolina Gloria Hicks Elementary Advisory Team HEB Corporate Diversity Council If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) N/A Why are you interested in serving on a City board, commission or committee? I am interested in serving on the Parks and Recreation Board because i would like to help provide exceptional facilities, programs and services to improve the quality of life for all. My desire to serve our citizens and this agency is my motivation. Now more than ever, are we challenged to create environments where the public would trust that we have well planned programs and facilities that they feel safe. Are you an ex-Officio member of a City Board, commission or committee? Yes (-- No Lawrence Heatley Page 2 of 5 No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? (-. Yes r No Demographics Gender W Male Code of Ethics- Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? Yes r• No Does your employer or your spouse's employer have a City contract? r Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? Yes (.- No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes (.- No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? Yes (-. No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Lawrence Heatley Page 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Lawrence Heatley Page 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Lawrence Heatley Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date:Jun 29, 2020 Application for a City Board, Commission, Committee or Corporation Profile Dr. Misty R Kesterson 'efx Frsi Initial past%arae =mad Address 13765 Three Fathoms Bank Dr S reef Aaaress Corpus Christi TX 78418 What district do you live in? W District 4 Current resident of the city? (-. Yes r' No If yes, how many years? 17 Home: (361) 290-1775 Business: (361) 825-3299 mar' �nP _ll:er e�ore Associate Clinical Texas A&M Corpus Christi Professor/Internship Coordinator Work Address - Street Address and Suite Number 6300 Ocean Drive Work Address - City Corpus Christi Work Address - State TX Work Address - Zip Code 78412 Dr. Misty R Kesterson Page 1 of 5 Work Phone 361-825-3299 Work E-mail address misty.kesterson@tamucc.edu Preferred Mailing Address W Work Address Which Boards would you like to apply for? PARKS AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? c` Yes (- No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) I received my Ed.D. in Educational Leadership (2008)from Texas A&M University-Corpus Christi (TAMUCC), my current position is Associate Clinical Professor/Internship Coordinator with the Kinesiology Department. I have served as a consultant with the Antonio E. Garcia Arts& Education Center in developing a physical activity component for the after school program. Prior to this position, I worked at a hospital based fitness facility (Covenant Health System) in Lubbock, Texas as a Wellness Coordinator for 12 years. My professional and teaching philosophy is pragmatic by virtue. I place alot of value on service learning in the community with my students. If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Parks and Recreation Advisory board Why are you interested in serving on a City board, commission or committee? I am really interested in serving on the Parks and Recreation Advisory board. I believe my education and experience in the fitness and wellness industry lend itself well to this area. I teach Sport Management classes that include a Facility Design class and Managing Leisure Services and I place a lot of value on service in my community and with my classes. Service in one's community makes for a better place and gives us a sense of purpose. I previously served on the Mayor's Fitness Council 2014-2019. 1 am familiar with the programs in the Corpus Christi Parks and Recreation and have interest in the development and restoration of our parks. Our parks are crucial to the health and development of our community as we have seen in the past few months.We need spaces for our community to go, grow and play physically, mentally and environmentally. Dr. Misty R Kesterson Page 2 of 5 jcl,,ao 1?es Are you an ex-Officio member of a City Board, commission or committee? r Yes (.- No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes (.- No Demographics Gender W Female Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes c No Does your employer or your spouse's employer have a City contract? r Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes (.- No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r• No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes (-. No Dr. Misty R Kesterson Page 3 of 5 If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Dr. Misty R Kesterson Page 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless 1 am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. 9 1 Agree Dr. Misty R Kesterson Page 5 of 5 Dr. Misty R. Kesterson Texas A&M University-Corpus Christi College of Education and Human Development, Kinesiology and Military Science Office: Island Hall 374, Office Phone: (361) 825-3299, Email: misty.kesterson@tamucc.edu Education EdD,Texas A&M University- Corpus Christi, 2008. MS, Texas Tech University, 2001. BS,Texas Tech University, 1989. Licensures and Certifications Lifestyle Wellness Coaching, DSW Fitness Human Kinetics. (2017 - Present). Functional Movement Screen Level 1, Functional Movement Systems. (2013 - Present). Bod Pod Training, Cosmed. (2012- Present). Special Olympics Class A volunteer, Special Olympics. (2011 - Present). Certified Strength &Conditioning Specialist, National Strength &Conditioning Association. (2005 - Present). Yoga fit Level 1 Certification, Yoga fit. (2002- Present). Professional Employment Clinical Associate Professor, Texas A&M University- Corpus Christi. (August 2016 - Present). Teach undergraduate classes, oversee the internship program, research. Assistant Clinical Professor- Internship Coordinator, Texas A&M University-Corpus Christi. (August 2011 -August 2016). Teach undergraduate classes and oversee the internship program Co-Owner, Isle Mail & More. (March 2011 - October 2014). Daily operations, management of 3 employees, financial management, payroll, bookkeeping, taxes. Adjunct Instructor,Texas A&M University- Corpus Christi. (January 2001 -August 2011). Taught Kinesiology undergraduate classes Adjunct Instructor, Del Mar College. (2003 - 2007). Taught courses: Family Recreation (ECDC- non credit course) KINE 1331 Physical Activity Ages Birth—8 years KINE 1306 First Aid &CPR Family Recreation, KINE 1331 Physical Activity Ages Birth—8 years, KINE 1306 First Aid & CPR Wellness Coordinator, Lifestyle Centre-Covenant Health System. (January 1994- May 2001). Strategic planning, budgeting, overseeing the employee wellness program, coordinating fitness and aquatic activities, development and supervision of the fitness staff, and supervised facility and equipment maintenance and risk management activities, as well as, duties required for fitness. Report Generated on June 29, 2020 Page 1 of 7 Administrative Appointments Department Program Coordinator(2009 - Present) Internship coordinator for Kinesiology students in Exercise Science, Sport Management, and Pre Allied Health Programs Professional Memberships American College of Sport Medicine NATIONAL ASSOCIATION FOR STRENGTH AND CONDITIONING Texas American College of Sport Medicine National Association of Sport Management TEACHING Teaching Experience KINE 1108, STRENGTH CONDITIONING FOR WOME KINE 1132, FITNESS WALKING KINE 2215, First Aid &Safety KINE 2225, SPORTS CONDITIONING KINE 2313, FOUNDATIONS OF KINESIOLOGY KINE 2314, SPORT MANAGEMENT KINE 2317, RE-INVENTING GAMES KINE 2375, NUTRITION FOR HUMAN PERFORMANC KINE 3318, PREVENT-CARE OFATHL INJURIES KINE 3330, PROMOTION OF SPORT KINE 3335, LEGAL ISSUES IN SPORT KINE 3338, MOTOR DEVELOPMENT/MOTOR LEARNI KINE 3339, ELEMENTARY PHYS ED PROGRAMS KINE 3366, MANAGING LEISURE SERVICES KINE 4308, FACILITIES DESIGN AND PLANNING KINE 4693, PROFESSIONAL FIELD EXPER I KINE 4694, PROFESSIONAL FIELD EXPER II SCHOLARLY AND CREATIVE ACTIVITIES Publications Refereed Book Chapters Melrose, D. R., Dawes, J. J., Kesterson, M. R., Reuter, B. (2018). Chapter 7. Immunologic and Hematologic Disorders. In Patrick L. Jacobs (Ed.), NSCA's Essentials of Training Special Populations (1st ed., pp. 528). Champaign, IL: Human Kinetics. http://www.humankinetics.com/products/all-products/NSCAs-Essentials-of-Training-Special- Populations?mid=27681246&ml=643090 Report Generated on June 29, 2020 Page 2 of 7 Seiger, L. H., Bonnette,A. R., Davis, L. R., Kesterson, M. R. (2016). Chapter 8: Rhythms for Physical Well-Being. In Lon H. Seiger(Ed.), Rhythms of Wellness and Life (1st ed., pp. 186). Dubuque, IL: Kendall Hunt Publishing Company. Conference Proceedings Davis, L. R., Sefcik, E. F., Kesterson, M. R., Hamilton, M. J., Webel,A. (2020). Physical Activity Patterns and Health-Reiated Fitness Indicators in People Living with HIV(PLHIV). Research Quarterly for Exercise and Sport(S1 ed., vol. 91). Society of Health and Physical Educators (SHAPE America). Journal Articles Davis, L. R., Sefcik, E. F., Kesterson, M. R., Hamilton, M. J., Webel,A. R. (2020). Physical Activity Patterns and Health-Related Fitness Indicators of Adults Living with HIV in South Texas. Physical Activity and Health, 4(1), 40-51. https://paahjournal.com/articles/10.5334/paah.47/ Presentations Davis, L. R., Sefcik, E. F., Kesterson, M. R., Hamilton, M. J., Webel,A., "Physical Activity Patterns and Health-Related Fitness Indicators in Adults Living with HIV in South Texas,"TAHPERD Annual Convention, Texas Association for Health, Physical Education, Recreation, and Dance, Corpus Christi. (December 2020). Davis, L. R., Sefcik, E. F. (Author), Hamilton, M. J. (Author), Kesterson, M. R. (Author), Webel,A. R. (Author), "Physical Activity Patterns and Health-Related Fitness Indicators in People Living with HIV(PLHIV)," SHAPE America National Convention &Exposition, Society of Health and Physical Educators (SHAPE America), Salt Lake City, Utah. (April 2020). Sefcik, E. F. (Author& Presenter), Hamilton, M. J. (Author& Presenter), Kirksey, K. (Author), Perazzo, J. (Author), Corless, I. (Author), Davis, L. R. (Author), Phillips, C. (Author), Rose, C. D. (Author), Schnall, R. (Author),Tufts, K.A. (Author), Chaiphibalsarisdi, P. (Author), Musanti, R. (Author), Kesterson, M. R. (Author), Orton, P. (Author), Kulkarni,A. (Author), Gilson,A. (Author), Webel,A. (Author), "Correlations Among Co-morbidities, Physical Activity, and Exercise Level in Persons Living with HIV," Innovations in Nursing Scholarship, Performance, Improvement, Research, & Evidence-Based Practice (INSPIRE) Conference, Harris Health System, Houston, TX. (April 26, 2019). Hamilton, M. J. (Author& Presenter), Sefcik, E. F. (Author& Presenter), Kirksey, K. (Author), Tufts, K.A. (Author), Nokes, K. (Author), Chaiphibalsarisdi, R (Author), Holzemer, W. (Author), Orton, R (Author), Perazzo, J. (Author), Phillips, C. (Author), Rose, C. D. (Author), Schnall, R. (Author), Corless, I. (Author), Kesterson, M. R. (Author), Davis, L. R. (Author), Musanti, R. (Author), Bagchi,A. (Author), Diggs, L.A. (Author), Kulkarni,A. (Author), Gilson,A. (Author), Webel,A. (Author), "Does Stigma Really Impact Health and Well-Being in Persons Living with HIV?," Innovations in Nursing Scholarship, Performance, Improvement, Research, & Evidence- Based Practice (INSPIRE) Conference, Harris Health System, Houston, TX. (April 26, 2019). Hamilton, M. J. (Author& Presenter), Kirksey, K. (Author), Sefcik, E. F. (Author& Presenter), Kesterson, M. R. (Author), Davis, L. R. (Author), Tufts, K.A. (Author), Chaiphibalsarisdi, P. (Author), Corless, I. (Author), Rose, C. D. (Author), Holzemer, W. (Author), Kemppainen, J. (Author), Musanti, R. (Author), Orton, P. (Author), Perazzo, J. (Author), Phillips, C. (Author), Portillo, C. (Author), Schnall, R. (Author), Voss, J. (Author), Webel,A. (Author), "Income Level and Physical Activity in Persons Living with HIV," Innovations in Nursing Scholarship, Report Generated on June 29, 2020 Page 3 of 7 Performance, Improvement, Research, & Evidence-Based Practice (INSPIRE) Conference, Harris Health System, Houston, TX. (April 26, 2019). Hamilton, M. J., Tufts, K.A., Nokes, K., Chaiphibalsarisdi, P., Holzemer, W., Orton, P., Perazzo, J., Phillips, C., Rose, C. D., Sefcik, E. F., Schnall, R., Corless, I., Kesterson, M. R., Davis, L. R., Musanti, R., Bagchi,A., Edmonds, K., Diggs, L.A., Haggarty, P., Jen, S., Martin, J., Pedrazoli,A., Hoch, J.,Webel,A., "Does Stigma Really Impact the Health and Well-Being in Persons Living with HIV(PLHIV)?," 22nd International AIDS Conference, International AIDS Conference, Amsterdam, the Netherlands. (July 2018). Sefcik, E. F., Perazzo, J., Corless, I., Kirksey, K., Hamilton, M. J., Davis, L. R., Phillips, C., Rose, C. D., Schnall, R., Tufts, K.A., Chaiphibalsarisdi, P., Musanti, R., Kesterson, M. R., Orton, P., Kulkarni,A., Gilson,A., Casares, B., De Anda, N., Webel,A., "The Relationship Between Comorbidities, Physical Activity, and Exercise Level in Persons with HIV," 22nd International AIDS Conference, International AIDS Conference,Amsterdam, the Netherlands. (July 2018). Boham, M. D. (Author&Presenter), Kesterson, M. R. (Presenter), Bonnette,A. R. (Presenter), "Movement for Every-BODY," Islander Launch Freshman Orientation Presentation, Texas A&M University-Corpus Christi, Corpus Christi,TX. (June 22, 2018). Hamilton, M. J. (Author& Presenter), Tufts, K. (Author), Nokes, K. (Author), Chaiphibalsarisdi, P. (Author), Holzemer, W. (Author), Orton, P. (Author), Perazzo, J. (Author), Phillips, C. (Author), Rose, C. (Author), Sefcik, E. F. (Author&Presenter), Schnall, R. (Author), Corless, I. (Author), Kesterson, M. R. (Author& Presenter), Davis, L. R. (Author& Presenter), Musanti, R. (Author), Bagchi,A. (Author), Kulkarni,A. (Author), Gilson,A. (Author&Presenter), Cazares, B. (Author), DeAnda, N. (Author), Webel,A., "Does Stigma Really Impact Health and Well-Being in Persons Living with HIV(PLHIV)?," College of Nursing and Health Sciences Research and Scholarly Works Exposition,Texas A&M University- Corpus Christi College of Nursing and Health Sciences, Corpus Christi, TX. (May 1, 2018). Sefcik, E. F. (Author& Presenter), Perazzo, J. (Author), Corless, I. (Author), Kirksey, K., Hamilton, M. J. (Author& Presenter), Davis, L. R. (Author& Presenter), Phillips, C. (Author), Rose, C. (Author), Schnall, R. (Author),Tufts, K.A., Chaiphibalsarisdi, P., Musanti, R., Kesterson, M. R. (Author&Presenter), Orton, P., Kulkarni,A. (Author), Gilson,A. (Author& Presenter), Cazares, B. (Author), De Anda, N. (Author), Webel,A. (Author), "The Relationship Between Comorbidities, Physical Activity, and Exercise Level in Persons with HIV," College of Nursing and Health Sciences Research and Scholarly Works Exposition,Texas A&M University- Corpus Christi College of Nursing and Health Sciences, Corpus Christi, TX. (May 1, 2018). Gilson,A. (Presenter), Kesterson, M. R. (Presenter), "How People Identify Their Physical Activity Patterns and Neighborhood Walkability:A Pilot Study,"Texas American College of Sports Medicine,American College of Sports Medicine,Austin, Texas. (March 1, 2018). Sefcik, E. F. (Author& Presenter), Corless, I. (Author& Presenter), Webster, L. (Presenter), Kesterson, M. R., "Nursing, kinesiology and psychology collaboration in HIV research: Interprofessional perspectives.," Sigma Theta Tau International Honor Society of Nursing 44th Biennial Convention, Sigma Theta Tau International Honor Society of Nursing, Indianapolis, IN. (2017). Sefcik, E. F., Davis, L. R., Hamilton, M. J., Corless, I., Kesterson, M. R., Ricard, R., De Anda, N., Gilson,A., Kulkarni,A., Cazares, B., "An Ecological Understanding of Physical Activity Patterns of Adults Living with HIV Throughout the Lifespan," Inaugural College of Nursing and Health Sciences Research and Scholarly Works Exposition, Texas A&M University- Corpus Christi College of Nursing and Health Sciences, Corpus Christi, Texas. (May 2017). Report Generated on June 29, 2020 Page 4 of 7 Kesterson, M. R., "Stay hydrated during summer workouts to avoid heat stroke and dehydration," KIII Interview, KIII TV, Corpus Christi. (August 17, 2014). Kesterson, M. R. (Presenter), "Special Olympics -Young Athletes program„” 2014 LID Conference of South Texas, Educational Service Center, Corpus Christi. (August 14, 2014). Kesterson, M. R. (Presenter), "Kinetic Kids: Physical Activity for Those with Special Needs," 2013 Low Incidence Disabilities (LID) Conference of South Texas, Education Service Center, Region 2, Education Service Center. (August 15, 2013). Ocker, L. B., Williams, M. L., Kesterson, M. R., Murray,A. M., Jallai,T., "Media Preferences of Spectators from Minor League Baseball in South Texas,"Texas Association for Health, Physical Education, Recreation and Dance Conference, Texas Association for Health, Physical Education, Recreation and Dance, Galveston,TX. (December 2010). Kesterson, M. R., Williams, M. L., Hilker, J. D., Huffman, D. H., Kouzekanani, K., "The Correlation of the Functional Movement Screen and Key Sport Performance Factors,"Texas Association for Health, Physical Education, Recreation and Dance Conference, Texas Association for Health, Physical Education, Recreation and Dance, Galveston,TX. (December 2010). Kesterson, M. R., "The Effects of Electronic Portfolios on the Professional Development and Quality of Portfolios of Kinesiology Students,"Texas Association Physical Education, Recreation, and Dance Conference, Texas Association Physical Education, Recreation, and Dance, Corpus Christi, Texas. (2008). Kesterson, M. R. (Co-Chair), Taylor, J. (Co-Chair), "Electronic Portfolios:A Product of Student and Faculty Success," Center for Educational Development, Evaluation, and Research Conference, Center for Educational Development, Evaluation, and Research, Texas A&M University, Corpus Christi, Texas. (2006). Kesterson, M. R., "Multicultural Relationships," Designed and created for Family Outreach, Family Outreach, Corpus Christi,Texas. (2005). Contracts, Grants and Sponsored Research Kesterson, Misty Rayna, "Fitness Fun,Antonio E. Garcia Arts& Education Center," Sponsored by Coastal Bend Community Foundation, $5,000.00. (2007 -2008). Grant Kesterson, Misty Rayna(Co-Principal), Levine, Jeffrey F (Principal), "eLearning Program Development(AeLPD) Grant," Sponsored by Office of Distance Education Learning Technologies (ODELT),Texas A&M University-Corpus Christi, $14,000.00. (August 2017 -August 2018). Levine, Jeffrey F (Principal), Kesterson, Misty Rayna(Supporting), "Exploring the benefit of sport for development and peace in the Colonias of South Texas," Sponsored by TDRF, Texas A&M University-Corpus Christi. (September 2017 - December 2017). Sefcik, Liz F(Principal), Davis, Liana R (Co-Principal), Hamilton, Mary Jane (Co-Principal), Kesterson, Misty Rayna(Co-Principal), Ricard, Richard (Co-Principal), Corless, Inge (Co- Principal), "An ecological understanding of physical activity patterns of adults living with HIV throughout the lifespan," Sponsored by Texas A&M University-Corpus Christi, $4,280.00. (2017). Report Generated on June 29, 2020 Page 5 of 7 Davis, Liana R (Co-Principal), Kesterson, Misty Rayna(Co-Principal), "An Ecological Understanding of Physical Activity Patterns of Adults Living with HIV Throughout the Lifespan," Sponsored by College of Education and Human Development Research Enhancement Grant, Texas A&M University-Corpus Christi, $2,500.00. (November 2016). Davis, Liana R (Co-Principal), Kesterson, Misty Rayna(Co-Principal), "An Ecological Understanding of Physical Activity Patterns of Adults Living with HIV Throughout the Lifespan," Sponsored by College of Education and Human Development,Texas A&M University-Corpus Christi, $3,860.00. (May 2016). Davis, Liana R (Co-Principal), Sefcik, Elizabeth Frances (Principal), Hamilton, Mary Jane, Kesterson, Misty Rayna, Ricard, Richard, Corless, Inge, "An Ecological Understanding of Physical Activity Patterns of Adults Living with HIV Throughout the Lifespan," Sponsored by College of Nursing and Health Sciences Research Enhancement Grant, Texas A&M University- Corpus Christi, $2,390.00. (February 2016). SERVICE Department Committee Member, Sport Management&Online Program Development. (August 2017- Present). Committee Member, WEAVE Reporting. (August 2017 - Present). Committee Chair, Graduate and Undergraduate Scholarship Committee - Kinesiology. (June 2014- Present). Committee Chair, Sport Management Search Committee. (October 2015 - March 2016). Committee Member, Sport Management Program Developmental Committee. (August 2014- August 2015). Committee Chair, Motor Learning/Pedagogy Search Committee. (November 2013-April 2014). Committee Chair, Health, Fitness&Wellness Career Fair. (December 2013 -April 2014). Committee Member, Sport Management Search Committee. (March 2012 -April 2013). Committee Member, Search Committee -Sport Management. (March 2012 - May 2012). College Committee Chair, COEHD Graduate &Undergraduate Scholarship Committee. (May 2019 - Present). Committee Member, COEHD Curriculum Committee. (August 2015- May 2019). Committee Member, Scholarship Committee. (July 2014-April 2019). Committee Member, Enrollment Management Committee. (August 2011 - October 2013). Committee Member, Enrollment Management Committee. (August 2012- December 2012). Committee Member, Enrollment Management Committee. (August 2011 - October 2011). University Chairperson,American Heart Association Heart Walk Executive Committee. (April 2017 - Present). Subcommittee Chair- Compliance and Wellness, Intercollegiate Athletic Committee. (August 2016 - May 2019). Committee Member, Intercollegiate Athletics Council. (September 2013 - May 2019). Program Organizer, Employee &Student Wellness Program. (March 2019). Guest Speaker. (March 2019). Committee Chair, Sport Management Search Committee. (April 2018 -August 2018). Committee Member, FC3. (August 2015 - May 2018). Report Generated on June 29, 2020 Page 6 of 7 Committee Member, Student Fee Advisory Committee. (March 2018 -April 2018). Committee Member,Athletics Strategic Planning - Marketing/Branding Committee. (July 2015). Committee Member, Rec Sports Director Search Committee. (May 2015 -July 2015). Committee Member, Student Advisory Committee. (January 2015 -April 2015). Professional Committee Member, CCISD Health &Wellness Coalition. (July 2019 - Present). Committee Member, Special Olympics Area Management Committee. (April 2009 - Present). Attendee, Meeting, It's Time Texas Community Lab. (March 2019- February 2020). Chairperson, Mayor's Fitness Council. (January 2019 - December 2019). Committee Chair, Kite Festival Committee. (April 2014- November 2019). Chairperson, Hooked On Health Coalition - Corpus Christi Health Department. (April 2015 - August 2019). Reviewer, Journal Article, Common Ground. (March 2019). Committee Member, Mayor's Fitness Council. (November 2014- December 2018). Program Coordinator, Special Olympics Bay Ball Ballyhoop. (July 2010-July 2018). Program Organizer, Special Olympics - Future Stars Sports Day. (January 2009 -April 2018). Public Chairperson, Mayor's Fitness Council. (January 2019- December 2019). Chairperson, Hooked on Health Coalition -Texas Healthy Communities. (April 2015- November 2019). Chairperson, Special Olympics - Future Stars Sports Day. (January 2011 -April 2019). Committee Member, Mayor's Fitness Council. (April 2014- December 2018). Committee Member, Mayor's Fitness Council Kite Festival. (July 2015 - November 2015). Guest Speaker, Port of Corpus Christi. (January 2014). Chairperson, Legacy Run. (June 2009 - November 2013). Volunteer,Texas Amateur Athletic Federation Games. (July 2013). Service Awards and Honors Excellence in Service Award, Texas A&M University-Corpus Christi - Faculty Senate. (2019). Volunteer of the Year, Special Olympics. (2016). Report Generated on June 29, 2020 Page 7 of 7 CITY OF CORPUS CHRISTI Submit Date:Jul 06, 2020 Application for a City Board, Commission, Committee or Corporation Profile William H Mills =1rst"ame .'-incl ^,tial -sl lama _::^ad N,d_ress 522 Hancock Ave Apt 409 >et Aoor_s_- _. ,te-r ALr Corpus Christi TX 78404 What district do you live in? W District 2 Current resident of the city? r• Yes r No If yes, how many years? 9 Mobile: (361) 558-0580 Business: (205) 523-5005 Work Address - Street Address and Suite Number 522 Hancock Ave Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78404 Work E-mail address William H Mills Page 1 of 4 Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PARKS AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? (-- Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Bachelor's Degree in Communications, 10 years of experience as an oil and gas landman, stay at home dad for the last 3 years. I go to every park in Corpus Christi with my two young boys, so I have a lot of knowledge about the parks on the area. Why are you interested in serving on a City board, commission or committee? Getting involved in local leadership is something I've always wanted to do. During my experience as a stay at home dad for the last 3 years, I spent many days at our local parks and playgrounds. I love Corpus Christi. I met my wife here; my two sons were born here: and I have enjoyed making this our home over the last 9 years. Are you an ex-Officio member of a City Board, commission or committee? r Yes c No No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? r Yes r No Demographics Gender r,W Male William H Mills Page 2 of 4 Code of Ethics- Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes (.- No Does your employer or your spouse's employer have a City contract? r Yes (-. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes (- No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes (-. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes (-- No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "N4" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) William H Mills Page 3 of 4 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any.. are true and correct. 9 1 Agree William H Mills Page 4 of 4 522 Hancock Avenue �/ I L L I A M H . #409 361-558-0580 Corpus Christi, TX MILLS ' 78404 WORK HISTORY Land & Right of Way Manager Harper Continental, LLC. Nov 2015- Present • Provide comprehensive analysis of land rights and detailed maps to landowners and landowner attorneys • Consultant for multiple law offices regarding right of way negotiations and industry standards and practices • Perform due diligence on potential pipeline system purchases for investors Right of Way Black Creek Land Services, Representative LLC. Jan 2015- Nov 2015 • Performed due diligence for offshore pipeline files in preparation for a multimillion dollar system acquisition • Analyzed right of way documents relevant to pending assignments for existing rights and future obligations; secured necessary landowner permissions as required by the original agreements • Acquired the necessary landowner permissions for regular interstate pipeline maintenance, as required by the Federal Energy Regulatory Commission Order Nos. 790 and 790-A • Investigate landownership in the County Appraisal District, Tax Office, and County Clerk's office. Contact landowners and notify them of upcoming maintenance or ingress. Creating, upkeeping, and managing a map data system for the entire maintenance project. Percheron Field Services, Title Supervisor LLC. Aug 2011 -Jan 2015 • Supervised title department on multiple large scale pipeline right of way projects, identifying and enforcing quality control measures and overseeing global productivity on surface title research files • Worked efficiently with high job demands and competing priorities, interpreting and relaying essential factual information to management and giving final approval of the finished product prior to submission to clients • Determined property ownership, tax, bankruptcy, and lien status, performed easement and lease analysis, due diligence, GIS mapping, and utilized company right of way and title management program • Coordinated and supervised the work of title agent crews in the field on multiple projects • Performed technical review of all aspects of title research files, including maps, surveys, field notes, property descriptions, chains of title, limited title certificates, appraisals, deeds, easements, exhibits, curative documents, lien documents, and all other documents filed for record Right of Way Services Agent Aerotek Energy, Inc. Mar 2010 - Aug 2011 • Worked in-house with the client's corporate real estate department to resolve a variety of issues on existing and future electric transmission line right-of-way owned by the state's largest energy provider • Determined right of way access rights, guying, damage tree rights, and acquired additional access rights, when necessary; Coordinated and directed environmental and land survey crews • Worked with landowners with existing encroachments to implement a plan for resolution or removal • Utilized comprehensive knowledge and real-life application of complex real estate and contract laws • Worked with local municipalities and agencies to procure easements, permits, and licenses Project Manager/Landman Land Ventures, LLC. Oct 2005 -Nov 2009 • Held multiple positions of increasing responsibility. Promoted to Project Manager within 2 years • Responsible for the assembly, deployment, and management of crews of leasing and title agents for multiple large scale lease plays and right of way projects, the largest of which contained over 1,200 landowners • Co-created and helped implement new training procedures for all new hires EDUCATION University of Alabama - Birmingham, AL Birmingham 2002 - 2005 • Bachelor of Arts in Communication Studies with a minor in Business Writing CITY OF CORPUS CHRISTI Submit Date:Jun 16, 2020 Application for a City Board, Commission, Committee or Corporation Profile Luis G Reyes SR -„rst'var.e Middle Initial _ast Name -mall Address 7514 Freds Folly Street.AcOrf6ss Corpus Christi TX 78414 What district do you live in? W District 5 Current resident of the city? (.- Yes i- No If yes, how many years? 38 Mobile:(361)461-8520 Home: (361) 461-8520 Applied Industrial Technologies General Manager Work Address - Street Address and Suite Number 4858 Baldwin Blvd Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78408 Luis G Reyes SR Page 1 of 5 Work Phone 3618841333 Work E-mail address Ireyes@applied.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PARKS AND RECREATION ADVISORY COMMITTEE:Submitted Interests & Experiences Are you a registered voter? (-. ,Yes (- No Do you currently serve on any other City board, commission or committee at this time? If so, please list: N/A Education, Professional and/or Community Activity (Present) 17 years Industrial Distribution If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) I only applied for the Park& Recreation Advisory Committee Why are you interested in serving on a City board, commission or committee? I have always been interested in giving back to the community that I have lived in since 1982, and join a board to help drive change &technology. I am currently the President of Padre Little League @ Bill Witt Park, where I have been a part of the league for the last 8 years.Within 8 months of my tenure as President, my board and I have successfully upgraded/repaired many of the infrastructure issues that the park has suffered. I collectively worked with City Park& Rec managers, City Engineering, City Legal/ Safety & Risk Dept, City Wastewater Dept, and others to help us get our facility up to par. Working together with the City allowed us to get what we needed and efficiently get the jobs completed. Having that experience and relationship with our City Depts, is I believe to be crucial in duplicating the same for other facilities throughout Corpus Christi. Are you an ex-Officio member of a City Board, commission or committee? Yes (-. No Luis G Reyes SR Page 2 of 5 Demographics Gender W Male Code of Ethics- Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes (-. No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r• No Does your employer or your spouse's employer have a City contract? r Yes (-. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r• No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes c No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO" to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Luis G Reyes SR Page 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Luis G Reyes SR Page 4 of 5 Oath swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Luis G Reyes SR Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Aug 06, 2020 Application for a City Board, Commission, Committee or Corporation Profile Michael San Miguel First Name Last dame Email Address 4529 Windows Street Address Corpus Christi TX 78413 City State Postal Co e What district do you live in? ' W District 5 Current resident of the city? r• Yes r No If yes, how many years? 10+ Home: (361)533-2535 Home: (361) 702-0264 Primary F^one A,loarnate''honc Jones Environmental Drilling, Inc. Controller Work Address - Street Address and Suite Number 4529 Windows Work Address- City Corpus Christi Work Address - State Texas Work Address - Zip Code 78413 Michael San Miguel Page 1 of 5 Work E-mail address msanmiguel@jedipumps.com Which Boards would you like to apply for? HUMAN RELATIONS COMMISSION: Submitted PARKS AND RECREATION ADVISORY COMMITTEE: Submitted TRANSPORTATION ADVISORY COMMISSION: Submitted Interests & Experiences Are you a registered voter? r Yes r No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) BS Why are you interested in serving on a City board, commission or committee? I would like to participate in assisting the city perform the vital activities within the community to help all those that live here. Are you an ex-Officio member of a City Board, commission or committee? r Yes r No Demographics Gender W Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r• No Michael San Miguel Page 2 of 5 Do you, your spouse, your business or your spouse's business have a City contract? r Yes (-. No Does your employer or your spouse's employer have a City contract? r Yes (-. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes t: No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes (-- No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r No If you answer"Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO"to all questions above, please enter N/A. N/A Board-specific questions (if applicable) Oueshon applies to HUMAN RELATIONS COMMISSION The Human Relations Commission preferred representatives from certain categories. Do you qualify for any of the following categories? J None of the above Question applies to`RANSPORTATION ADVISORY COMMISSION The Transportation Advisory Commission must have at least one member who represents the bicycling community. Do you qualify for this category? r Yes r No Michael San Miguel Page 3 of 5 Verification City Code Requirement- Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement- Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25%of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which I seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Michael San Miguel Page 4 of 5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Michael San Miguel Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date:Jul 03, 2020 Application for a City Board, Commission, Committee or Corporation Profile Diego C Solis =.rst Name \diddle ini!ial Las; Andress 3117 Lawnview St. Str,3et.Aawess Corpus Christi TX 78404 What district do you live in? W District 2 Current resident of the city? r Yes r No If yes, how many years? 40 Mobile: (361)585-7651 Business: (361) 589-4220 ..r-arj"c-e Alse-a.e .:one Waves Resort Director of Security Work Address - Street Address and Suite Number 14353 Commodore Dr. Work Address - City Corpus Christi Work Address - State Texas Work Address - Zip Code 78418 Diego C Solis Page 1 of 5 Work Phone 3615894200 Work E-mail address dsolis@wavesresortcc.com Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? PARKS AND RECREATION ADVISORY COMMITTEE: Submitted Interests & Experiences Are you a registered voter? (.- Yes (- No Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Knights of Columbus, 3rd Degree Knight Young Professionals of the Coastal Bend, Member Corpus Christi Under 40, Planning Committee Member If you applied for multiple boards, which boards are you most interested in serving on, in order of preference? (Limit to top three) Island Strategic Action Action Committee Padre Isles Management District Marina Advisory Committee Why are you interested in serving on a City board, commission or committee? I was born and raised in Corpus Christi, only having left for military service, and I am interested in now serving in a different way. I truly enjoy our community and I am passionate about being involved. Serving on a City of Corpus Christi board/committee would allow an opportunity to be part of the forward movement and improvement of our city. In relation to the Parks and Recreation Advisory, my family and I take advantage of the resources that the City of Corpus Christi Parks and Recreation provides for residents and visitors and I would love to be involved. Are you an ex-Officio member of a City Board, commission or committee? r Yes r• No Diego C Solis Page 2 of 5 No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time. If you currently serve as a voting member for a board, commission, committee or corporation are you willing to resign your current seat to serve on another board, commission, committee or corporation? (-. Yes r No Demographics Gender W Male Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes (.- No Do you, your spouse, your business or your spouse's business have a City contract? r Yes (.- No Does your employer or your spouse's employer have a City contract? r Yes (.- No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes (.- No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. If you answer "NO" to all questions above, please enter N/A, N/A Board-specific questions (if applicable) Diego C Solis Page 3 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Diego C Solis Page 4 of 5 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application or in any attachment (e.g. resume or supporting documentation) for appointment it is subject to and must be disclosed under the Texas Public Information Act. I understand that under the Texas Public Information Act, my home address and home telephone number is subject to public disclosure unless I am elected or appointed to the position which 1 seek. I hereby consent to the release of my home address and home telephone number should it be requested under the Texas Public Information Act prior to my possible appointment or election. I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Texas Public Information Act. W I Agree Oath swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Diego C Solis Page 5 of 5 G� 0 AGENDA MEMORANDUM CORPOR I First Reading Ordinance for the City Council Meeting of August 18, 2020 da 1852 Second Reading Ordinance for the City Council Meeting of August 25, 2020 DATE: July 24, 2020 TO: Peter Zanoni, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com $250,000 Type B Economic Development Grant for the United Services Organization (USO) in the amount of$250,000 for facility improvements CAPTION: Ordinance approving a five-year Business Incentive Agreement between the Corpus Christi B Corporation and the United Service Organization of South Texas ("USO") in the amount of $250,000 for the creation and retention of jobs and improvements to the facility leased to the USO by the United States Navy, effective upon signature of the City Manager or designee; appropriating funds in the amount of $250,000 from the Type B Economic Development Fund; and amending the budget. PURPOSE: The company is requesting a grant in the amount of$250,000 for renovations of their building and expanding their services. BACKGROUND AND FINDINGS: The USO of South Texas provides services to the military and their families stationed at Naval Air Station (NAS) Corpus Christi, NAS Kingsville, the Coast Guard, and foreign military officers in training. Their current building is in need of repair and renovations. The Navy does not have funds available, but they have allowed the USO to gather the funds needed to do the renovations. The USO has received donations from HEB, the Port of Corpus Christi, the Pat McNeil Foundation, and an Anonymous Foundation. The total cost of the renovations will be $1,000,000. The USO plans on retaining two full-time and three part-time employees and will create another part-time position after the renovations. Renovations to the USO spaces in Building 3 will increase the square footage from 2,585 to nearly 7,000. The project will include the renovation of both up and downstairs areas. When completed the new spaces will have 5 each new unisex restrooms, nursing mothers room, 12 person conference room, 30 seat state of art theater which can double as a briefing room for Foreign Dignitaries visiting the Chief of Naval Training, Congressional Delegation or any other VIPs visiting Naval Air Station Corpus. In addition,there will be a game room, children and youth rooms, student pilot library and study, USO Admin offices, expanded food pantry, baby supplies, washer and dryer area, computer lab, reception area, social area and modern kitchen and dining area. The new kitchen will greatly enhance the ability to provide weekly meals to around 225 personnel located on station while supporting Naval Air Station Kingsville and the Coast Guard at CCIA with weekly meals as well. When finished, the kitchen can serve as a test/demonstration facility for student pilot families and young unwed military personnel. The expansion of the food pantry and baby supplies area will better support personnel who need supplies or in times of government shutdown. Additionally, the fire protection system for the building will be updated to meet life, health and safety codes to protect fulltime employees, volunteers and personnel. The infrastructure improvements for the USO building promote or develop new and expanding enterprises for the military within the area. This goes a long way in support of the military in our region. The base generates over$2 billion in economic impact in our city and a BRAC committee would view this support very favorably. The grant to help fund the renovations goes a long way to show our support of the military. ALTERNATIVES: The City Council may choose to not approve funding or fund a lesser amount. FISCAL IMPACT: This item will use $250,000 of Type B funds. Funding Detail: Fund: 1145 Organization/Activity: 15020 Mission Element: Project # (CIP Only): Account: 530000 RECOMMENDATION: Staff recommends approval of a grant of up to $250,000 to the USO of South Texas for renovations to their building at NAS Corpus Christi. The Board of Directors of the EDC voted unanimously to recommend approval of this grant at their June meeting and the Type B Corporation Board approved this grant at their July meeting. LIST OF SUPPORTING DOCUMENTS: Ordinance Agreement Page 1 of 2 Ordinance approving a five-year Business Incentive Agreement between the Corpus Christi B Corporation and the United Service Organization of South Texas ("USO") in the amount of$250,000 for the creation and retention of jobs and improvements to the facility leased to the USO by the United States Navy, effective upon signature of the City Manager or designee; appropriating funds in the amount of$250,000 from the Type B Economic Development Fund; and amending the budget. Whereas, the Corpus Christi B Corporation ("Type B Corporation") has budgeted funds to assist in the creation and retention of jobs in the City of Corpus Christi, Texas ("City"); Whereas, the USO provides important, quality services to military members and families in the City at the local military base, which is a large, primary employer within the City; Whereas, the USO facility is in need of improvements that will allow the USO to continue current services and expand services to the local military families, which, in addition to the creation and retention of USO jobs, assists in the retention of jobs at the local military base; Whereas, the Type B Corporation has requested applications that will aid in the creation or retention of jobs in the City, and determined that the application from the USO for creation and retention of jobs and improvements to the USO facility will best satisfy this goal; Whereas, City Council deems that it is in the best interest of the City and citizens to approve the business incentive agreement with the USO for creation and retention of jobs and improvements to the USO facility; Whereas, the Board of the Directors of the Type B Corporation (the "Board") approved an agreement with the USO for an incentive of up to $250,000 at its meeting on July 20, 2020. Now, therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the business incentive agreement between the Type B Corporation and the USO for creation and retention of jobs and improvements to the facility leased to the USO by the United States Navy is approved. SECTION 2. That funds in the amount of$250,000 are appropriated from the unreserved fund balance in the No. 1145 Type B Fund for a business incentive grant from the Type B Corporation to the USO for creation and retention of jobs and improvements to the facility leased to the USO by the United States Navy. SECTION 3. That Ordinance No. 031870, which adopted the FY 2019-2020 Operating Fund, is amended to increase proposed expenditures in the No. 1145 Type B Fund by $250,000. Page 2 of 2 ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2020, 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 2020, 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 , 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND UNITED SERVICE ORGANIZATION ("USO") OF SOUTH TEXAS FOR CREATION AND RETENTION OF JOBS AND FOR IMPROVEMENTS TO PROPERTY LEASED TO USO BY US NAVY This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ("Agreement") is entered into between the Corpus Christi B Corporation ("Corporation") and United Service Organization of South Texas ("Company"), a Texas corporation. WHEREAS, the Texas Legislature in Chapter 501 et seq. of the Local Government Code (Development Corporation Act of 1979) (the "Act") empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 8, 2016, residents of the City passed Proposition 1 , Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for (1) 50% to the promotion and development of new and expanded enterprises to the full extent allowed by Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for the construction, maintenance and repair of arterial and collector streets and roads; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1 , 2018, to be administered by the Corpus Christi B Corporation Board; WHEREAS, the Corpus Christi B Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, Section 501 .073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, Company proposes to renovate a building onboard Naval Air Station Corpus Christi leased to USO to provide more and expanded services to active duty military members and their families and has requested funds to be used for the renovations as further detailed in their application for Type B funds which is attached and incorporated herein (the "Project"); 1 Type B Business Incentive Agreement USO WHEREAS, Company proposes to invest approximately $1 .0 million over a five-year period; WHEREAS, on August 17, 2020, the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Company, through this Agreement with Company, to be used by Company to develop the Project In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Company agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement, or the date this Agreement has been finally approved by the City's City Council. Company understands that this Agreement is dependent upon the approval of City Council. 2. Term. The term of this Agreement is for five years beginning on the Effective Date. 3. Performance Requirements. a. Company agrees to use the $250,000 described below to pay for the creation of certain infrastructure improvements allowed under Section 501 .103 of the Texas Local Government Code needed for the Project. b. Company agrees to complete the construction of the Project in accordance with its application and all City building codes and policies within one year after the Effective Date. c. Company agrees to provide the Corporation with a sworn certificate by an authorized representative of the Company, certifying the amount used for infrastructure improvements. d. Company will provide the Corporation with a detailed list of infrastructure expenditures each year within 30 days of the anniversary of the Effective Date until construction is complete. e. During the term of this Agreement, the Project will retain 2 full-time and three part-time jobs and create at least one new full-time equivalent position in the City of Corpus Christi within the term of this agreement. f. During the term of this Agreement, Company will invest at least $1 ,000,000 in the Project. 2 Type B Business Incentive Agreement USO 4. Grant Award. a. The Corporation will grant Company the amount of $250,000, to be paid to Company so long as all of the terms and conditions of the Agreement are met prior to the Agreement's expiration or earlier termination. b. The grant ($250,000) will be paid to the Company within 60 days after Company provides evidence of completion such as when the architect or engineer supervising construction issues a certificate of completion. Prior to payment, Company must submit certification that there are no mechanic's, contractor's or materialman's liens against the property and provide documentation establishing that all other performance requirements, including the creation of jobs, have been met. If Company does not provide the required documentation prior to the end of the Term, this Agreement shall expire, and Company shall not be entitled to the grant funds. 5. Utilization of Local Contractors and Suppliers. Company agrees to exercise reasonable efforts in utilizing local contractors and suppliers, when available, in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements being paid to local contractors and suppliers. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. Company agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Company to comply with the Local Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if Company is in compliance with this requirement. Failure to substantially comply with this requirement shall be a default hereunder. 6. Utilization of Disadvantaged Business Enterprises ("DBE'). Company agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be DBEs, including minority business enterprises, women-owned business enterprises and historically-underutilized business enterprises when available, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. Company agrees to a goal of 30% of the total dollar amount of all 3 Type B Business Incentive Agreement USO construction contracts and supply agreements being paid to DBEs, with a priority made for DBEs which are local. Company agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Company to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if Company is in compliance with this requirement. Failure to substantially comply with this requirement, shall be a default hereunder. For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be DBEs, including minority business enterprises, women-owned business enterprises and historically-underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 7. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage" for the employee. The target living wage under this Agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 8. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement. The health insurance program must comply with all applicable laws. 9. Warranties. Company warrants and represents to Corporation the following: a. Company is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Texas, has all power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Company has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Company has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Company has received a copy of the Act and acknowledges that the funds granted under this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. 4 Type B Business Incentive Agreement USO e. The person executing this Agreement on behalf of Company is duly authorized to execute this Agreement on behalf of Company. f. Company does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Company is convicted of a violation under 8 U.S.C. Section 1324a(f), Company shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date Company has been notified of the violation. 10. Compliance with Laws. During the Term of this Agreement, Company shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 11 . Non-Discrimination. Company covenants and agrees that Company will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Project, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 12. Force Majeure. If the Corporation or Company are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Company are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 13. Assignment. Company may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Such approval will not be unreasonably denied. Any attempted assignment without approval is void and constitutes a breach of this Agreement. 14. Indemnity. Company covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemnitees") against all liability, damage, 5 Type B Business Incentive Agreement USO loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Company's activities conducted under or incidental to this Agreement, except to the extent that such injury, loss, or damage is caused by the negligence or willful misconduct of the Indemnitees. Company must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 15. Events of Default by Company. The following events constitute a default of this Agreement by Company: a. The Corporation or City determines that any representation or warranty on behalf of Company contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against Company or any attachment or other levy against the property of Company with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Company makes an assignment for the benefit of creditors. d. Company files a petition in bankruptcy or is adjudicated insolvent or bankrupt. e. If taxes owed by Company become delinquent, and Company fails to timely and properly follow the legal procedures for protest or contest. f. Company changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. Company fails to comply with one or more terms of this Agreement. 6 Type B Business Incentive Agreement USO 16. Notice of Default. Should the Corporation or City determine that Company is in default according to the terms of this Agreement, the Corporation or City shall notify Company in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Company to cure the event of default. 17. Results of Uncured Default by Company. After exhausting good faith attempts to address any default during the Cure Period and taking into account any extenuating circumstances that might have occurred through no fault of Company, as determined by the Board of Directors of the Corporation, the following actions may be taken for any default that remains uncured after the Cure Period. a. Company shall immediately repay all funds paid by Corporation to it under this Agreement. b. Company shall pay Corporation's reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Company of all sums due, the Corporation and Company shall have no further obligations to one another under this Agreement. 18. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement,justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Company's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Company is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation 7 Type B Business Incentive Agreement USO may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 19. Company specifically agrees that Corporation shall only be liable to Company for the actual amount of the money grants to be conveyed to Company, and shall not be liable to Company for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Company to be accompanied by all necessary supporting documentation. 20. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 21 . Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Company: USO of South Texas Attn; Executive Director 3205 t h Street Corpus Christi, Texas 78419 8 Type B Business Incentive Agreement USO Corporation: Corpus Christi B Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 23. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 24. Relationship of Parties. In performing this Agreement, both the Corporation and Company will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 25. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 26. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or 9 Type B Business Incentive Agreement USO unenforceable, will not be affected by the law orjudgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 27. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 28. Project concurrence by property owner. The Company has provided a copy of the lease which covers the term of this Agreement. By signature below, the property owner (Navy) concurs to the Project as proposed by this Agreement. 28. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Company. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 29. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14 shall survive the termination of this Agreement. (Remainder of this page intentionally left blank) 10 Type B Business Incentive Agreement USO Corpus Christi B Corporation By: Scott Harris President Date: Attest: By: Rebecca Huerta Assistant Secretary USO of South Texas By: Sarah Banta Executive Director Date: THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on 2020, by Sarah Banta, Executive Director of USO of South Texas, a Texas corporation, on behalf of the corporation. Notary Public State of Texas Concur: Property Owner NAS Corpus Christi By: Date: 11 Type B Business Incentive Agreement USO so �o o� A PH v µoRPORPg4 AGENDA MEMORANDUM ss5 Action Item for the City Council Meeting August 25, 2020 DATE: August 18, 2020 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police M i ke M a(a)cctexa s.co m (361) 886-2603 Kim Baker, Director of Contracts and Procurement KimB2(a)cctexas.com (361) 826-3169 Mowing, Maintenance & Securing of Non-Code Compliant Properties CAPTION: Motion authorizing three, three-year service agreements, for mowing, maintenance and securing of non-code compliant properties for Code Enforcement, with each of the following vendors: J.M. Perez and Grandsons LLC of Portland, TX, Richard Herrera, Jr., dba R.H. Construction & Mowing of Corpus Christi, TX, and Luz Alicia Sierra Leal dba Alicia's Lawn Service of Corpus Christi, TX, in an amount not to exceed $150,000.00 for each contract, for a total not to exceed amount of $450,000, with FY 2020 funding in an amount of $8,333.33 available from the General Fund and Community Development Block Grant Fund. SUMMARY: This motion authorizes three service agreements for mowing, maintenance and securing of non-code compliant properties for Code Enforcement to continue servicing properties that have code violations. These services include, mowing, line trimming, edging, tree brush trimming, debris removal and securing properties. BACKGROUND AND FINDINGS: The Code Enforcement Division strives to prevent the deterioration of housing and commercial properties, through the enforcement and abatement of code violations. Property owners are notified of code violations and given an opportunity to correct violations in order to be compliant. If a property owner is unable or unwilling to address violations, the City can abate the violations and charge the property owner for services required. These contracts help facilitate a timely remedy and restore healthy environmental conditions for the neighborhood by mowing, line trimming, edging, tree/brush trimming, removal of debris and securing of vacant properties. The Contracts and Procurement Department conducted a Request for Qualification (RFQ) process for the Police Department's Code Enforcement Division for mowing and servicing of non-code compliant properties. The RFQ process allows the City to make sure the firms interested in providing these services are qualified and have the equipment and manpower to perform the services. The Code Enforcement Division spends the budgeted amount of $100,000.00 from General Fund and $100,000.00 from Community Development Block Grant annually. The City received four submissions and after evaluating each firm, is recommending the award to the three highest scoring firms. The City has been continually using the services of the firms selected for the three service agreements. ALTERNATIVES: The alternative to not securing these long-term service agreements would be for the Department to obtain this service through individual purchase orders and service agreements; however, securing larger longer-term agreements with reputable companies is more cost efficient and consistent with the department needs. FISCAL IMPACT: The fiscal impact in FY 2020 is a total amount of$8,833.33 to be funded from the General Fund in an amount of$5,000.00 and Housing and Community Development in an amount of $3,333.33. The remaining cost of $441 ,666.67 will be funded in future years through the annual budget process. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 11500 Code Enforcement Mission Element: 157 Enforce housing, zoning and nuisance codes Project # (CIP Only): N/A Account: 530220 Demolition/clean-up service Cost: $5,000.00 FUNDING DETAIL: Fund: 1059 CDBG Grant Organization/Activity: 852009F Clearance of Vacant Property Mission Element: 157 Enforce housing, zoning and nuisance codes Project # (CIP Only): N/A Account: 530220 Demolition/clean-up service Cost: $3,333.33 RECOMMENDATION: Staff recommends approval of this motion authorizing three-year service agreements, with J.M. Perez and Grandsons LLC, Richard Herrera, Jr., dba R.H. Construction & Mowing and Luz Alicia Sierra Leal dba Alicia's Lawn Service, for mowing, maintenance and securing of non-code compliant properties. LIST OF SUPPORTING DOCUMENTS: Evaluation Matrix Service Agreements 2602, 2811 and 2813 RFQ 2602 - Mowing,Maintenance and Securing of Non-Code Compliant Properties Buyer:Cindy Ramos Max *Rodriguez Lawn, J.M.Perez and R.H.Construction 8 Alicia's Lawn Proposal Evaluation Points Tree&Trailer p Grandsons,LLC Mowing Service Available Services Minimum Qualifications Pass/Fail Pass Pass Pass Pass Required two years in business V V V V No outstanding lawsuits during last 5 years or current litigation with the City during last 5 V V V V ears No outstanding regulatory issues last 5 years V V V V References Provided for firm V V V V Technical Proposal Technical Proposal(50 points) 50 50.0 49.8 47.8 27.3 Firm's Experience Experience on projects of similar scope and complexity Demonstrated capability/capacity,on comparable projects Past Performance and Reference Checks Team Member Experience Team members with experience and qualifications; Team members experience with work of simlor cope and complexity; Understanding of Project Scope Demonstated understanding of scope of services Demonstrated understanding and experience with similar service with a public agency Interview Interview(50)points) 50 50.0 49.3 48.0 35.5 Firm's Experience Demonstrated Experience providing these Services of similar scope and complexity Team Identification Team members with experience and qualifications Understanding of Project Scope Demonstrated understanding of scope of services Knowledge of Similar Services; Capability to perform work Totall 100 1 100.0 1 99.0 1 95.8 1 62.8 *Now Operating as Executive Lawn Solutions se G� SERVICE AGREEMENT NO. 2602 Mowing for Non-Code Compliant Properties NCOgPOPAZE 1852 THIS Mowing for Non-Code Compliant Properties Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and J.M. Perez & Grandsons, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Mowing for Non-Code Compliant Properties in response to Request for Bid/Proposal No. 2602 ("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 Mowing for Non-Code Compliant Properties ("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 three 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 zero-years periods ("Option Periods)"), 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 $150,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. 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 -Federal Funding Page 1 of 8 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: Liza Lopez Corpus Christi Police Department (361) 826-3170 LizaC@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form-Federal Funding Page 2 of 8 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (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- Federal Funding Page 3 of 8 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid or proposal, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments and Changes. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. Any changes that alter the method, price, or schedule of work must be allowable, allocable,within the scope of any federal grant or cooperative agreement, and reasonable for the completion of the project scope. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified 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: Liza Lopez Parking Control Operations Manager 1201 Leopard St, Corpus Christi, Texas 78401 Phone: (361) 826-3170 Fax: N/A IF TO CONTRACTOR: Contractor Company Name Attn: J.M. Perez & Grandsons, LLC Owner 907 Marriot Dr., Portland, Texas 78374 Phone: (361) 633-1754 Fax: N/A Service Agreement Standard Form- Federal Funding Page 4 of 8 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) Termination for Cause. 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) Termination for Convenience. Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. In the event of termination for convenience, the Contractor will be compensated for all Services performed prior to the date of termination. The City shall have no further obligations to the Contractor. 19. Effect of Breach. In addition to the remedy of termination, if the Contractor violates or breaches any provision of the Agreement, the City may pursue any other claims Service Agreement Standard Form-Federal Funding Page 5 of 8 or causes of action available under the law. No specific sanctions or penalties apply to this Agreement except those that are otherwise available under the law. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. 22. 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. 23. 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 and exhibits; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor's bid response (Exhibit 2). 24. 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. 25. 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. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form-Federal Funding Page 6 of 8 27. 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. 28. Federal Funding Requirements. This project is subject to the applicable federal contracting requirements of the federal agency providing funding for this Agreement. A set of Federal Requirements has been attached as Attachment E, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. The Contractor must comply with Attachment E while performing the Services. The Contractor will insert in any subcontracts all Federal Provisions/Requirements contained in the Agreement, such other clauses as the federal agencies may by appropriate instructions require and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses. [Signature Page Follows] Service Agreement Standard Form-Federal Funding Page 7 of 8 CONTRACTOR f Signature: - Printed ame: ,fvte, Title: 0, rv�v Date: 4,)7-mss"- CITY OF CORPUS CHRISTI Kim Baker Director of Contracts and Procurement Date: APPROVED AS TO LEGAL FORM Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Attachment E: Federal Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. 2602 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form - Federal Funding Page 8 of 8 ATTACHMENT A: SCOPE OF WORK 1. General Requirements The Contractor shall provide all labor, insurance and equipment necessary for the mowing, maintenance and securing of non-code Compliant properties as specified in the following Scope of Work. 2. Scope of Work The mowing, maintenance and securing of non-code Compliant properties services provided by the Contractor shall include but will not be limited to mowing, line trimming, edging, tree/brush trimming, removal of debris and securing of vacant and occasionally occupied properties as deemed necessary on a health and safety basis as outlined below: A. Contractor shall cut grass to a length of 1 1/2 inches to 2 inches at all designated locations requiring fine mowing and to length of 2 '/2 inches to 3 '/2' inches for all designated locations requiring rough mowing. B. Contractor shall remove all trash, debris, cans, bottles, tires, paper and plastic from the grounds and fence lines. After mowing, Contractor shall remove any trash and debris cut up by the mowing process. Contractor must use a push mower and rake where needed. Contractor will not dispose of any trash and debris into dumpsters or accessory structures located on the property. The trash and debris must be removed from the property and disposed of in accordance with City ordinances. If a property has 50 or more tires, a "Whole Used or Scrap Tires Manifest" shall be submitted to the landfill. A receipt of disposal from the City landfill or other Texas Commission Environmental Quality (TCEQ) registered landfill will be required as proof of final and proper disposal. Contractor is required to show work orders or case number to landfill scale personnel to show proof of worksite and avoid disposal fee. A penalty may be imposed for failure to provide proof of receipt and/or payment may be withheld. The receipt of disposal must be attached to the before and after photographs. C. Contractor shall clean and scrape sidewalks, curbs and gutters from accumulation of grass growth, dirt and sand. Contractor shall clean all sidewalks, fence lines, curbs, gutters, street edge, structures, buildings and any wires free from clinging, climbing and crawling grasses, vines, sand, dirt and grass clippings as required in City Code of Ordinance Section 49-10. D. Contractor shall trim all tree limbs that hang lower than seven feet over the sidewalk or ground surface and tree limbs that hang lower than 13 feet over the street. Trees identified for removal must be cut to ground level. E. Contractor shall not remove any gas tanks or 55-gallon drums from the property. F. The landfill accepts household hazardous waste labeled and in original containers (antifreeze, solvents, brake fluid, transmission fluid, batteries, cleaning solvents, polishes, oven cleaner, pool chemicals, poisons, paint, paint thinner, paint stripper, spray paint, weed killer, pesticides/insecticides, sprays) and motor oil (in sealed containers no larger than five gallons). Page 1 of 6 G. Contractor shall avoid causing "windrows" when mowing. Windrows occur when a mower goes one direction and causes the grass to lie over because of wheels, etc. This creates rows of grass not cut uniformly. H. Contractor shall avoid improper mowing, including, but not limited to: TERM DESCRIPTION IMAGE s� mowing deck comes Y$ y`` ' 7 'L Scalping close to or hits the ground mW om sharp ridges left in the SvY Stepped Cutting lawn surface Stingers sparse patches of uncut „a j � . ” { ri [stragglers/flags] grass left behind the � mower ` thin strips of uncut grass Streaking left behind the mower Uneven Cutting wavy or smooth troughs l�� r�ii3� f1 in the lawn surface I. All work completed by Contractor shall be subject to approval by the area Code Compliance Official/Officer or department designee. Code Compliance Official/Officer shall have the right to require the Contractor to re-mow, re-trim, re-edge, re-sweep or re-board properties if the work has not been performed to contract specifications. Properties which have not been abated adequately will be re-done before payment authorization is approved and before additional work orders are issued. Additionally, any work orders already issued to Contractor may be pulled. J. Contractor shall meet all the requirements for properly securing a vacant structure as designated in the Vacant Building Ordinance City Code of Ordinances Section 13-3009 Standards for the boarding of a vacant building and painting the wood in accordance with City Code of Ordinances Section 13-3010. K. Contractor shall have an email address to receive and return work orders to the issuing Code Compliance Official/Officer and Code Compliance Supervisor once completed. L. Photographs taken by Contractor are required on each work order issued. Page 2 of 6 1. For a vacant building, a minimum of eight photographs (before work is started and again after the work is completed) are required to include: a. one photograph from the front (including curb and gutter) before the work is started b. one photograph from the back (including rear yard) before the work is started c. one photograph from each side of the structure before the work is started d. one photograph of each location listed above after the work is completed. 2. For a vacant lot, a minimum of four photographs (before the work is started and again after the work is completed) are required to include: a. one photograph from the front (including curb and gutter) before the work is started b. one photograph including rear of the lot before the work is started c. one photograph of each location listed above after the work is completed. 3. Each photograph is to be taken at the same location and angle as the before pictures. Each photograph shall be labeled with the address, date, "BEFORE" and "AFTER". If photographs are not submitted at the completion of the job payment may be delayed. All photographs must be clear without the use of filters. M. The Contractor will not mow any property that is less than 12 inches, or when the rightful property owner has already started the mowing/clearing process. Contractor is required to provide photographs of the property: one photograph of the front and one of the back, when submitting a mowed by owner work order. N. Contractor will maintain a professional and civil disposition with all City representatives, City staff members and the general public. Failure to do so may result in the termination of the Contractor's agreement as determined by the City. O. When emergency services are requested, the Contractor must respond within two hours and complete the work order within four hours. P. Contractor shall possess and display a current Solid Waste Haulers Permit sticker on each vehicle and trailer used for transporting solid waste. (Permit must be renewed by August 1st of each year). Q. Contractor shall have a tarpaulin or cover over the load when transporting solid waste to the landfill or other approved point of disposal. Page 3 of 6 R. In the event of equipment failure that will extend completion of the work order, Contractor must notify the issuing Code Official/Officer and Code Compliance Supervisor. S. Any and all costs, either direct or indirect, associated with or incidental to Contractor's performance of the services described in this scope of work are the sole responsibility of Contractor and considered to be included in the contract pricing. Such expenses may include, but are not limited to: travel to and from the subject property, execution of the work order, clearing and transporting of debris, storage fees, hauler permit fees, cost of required insurances and etc. T. Contractor must provide supervision of the work to ensure compliance with the contract requirements. U. Contractor shall ensure subcontractors comply with all requirements of this contract, including, but not limited to, those regarding insurance and permits V. Contractor shall remain in full compliance with all requirements. Cancellation or expiration of insurance (unless renewed or secured through another licensed insurance provider) during the contract period will result in automatic disqualification of Contractor and removal from the rotation list. W. Contractor must be equipped with a cellular telephone. Contractor shall furnish the City with a list of Cellular telephone numbers for on-site representatives. This is to provide a means of effective communication between City officials and Contractor's representative concerning directions, response time, cancellations or problems encountered at the site. X. If there are any questions or problems encountered on a property, Contractor must contact a Code Compliance Supervisor or issuing Code Official/Officer, not the property owner or neighbor. 3. Equipment Requirements Contractor shall have all equipment, in good working order, needed to comply with all requirements of this contract including, but not limited to, the following: A. Push (walk-behind) Mowers B. Large (riding) Mowers C. Edger(s) D. String Trimmer(s) / Weed Eater(s) E. Leaf Blowers / Vacuums F. Tree and Brush Trimming Equipment (bow saws, shears, hedge cutters, etc.) G. Tree Cutting Equipment (chain saw, etc.) H. Trailers (to haul debris) I. Cleaning Equipment (brooms, scrapers, rakes, etc.) J. Masonry (concrete) Tools / Equipment (masonry drill, masonry drill bits, masonry screws/nails, concrete demolition hammer, etc.) Page 4 of 6 K. Other Equipment / Material (CDX exterior grade plywood or oriented strand board ("OSB") with a minimum one-half ('/2) inch nominal (seven-sixteenths (7/16) inch actual) thickness, one-way screws/fasteners, liquid nails, etc.) 4. Ozone Warning Days A. All push mowers, weed eaters, or other small engines shall not be used at all. B. No mowing shall be done on the designated Ozone Action Days except in the case of a special event, emergency or removing a liability. If mowing is necessary for such a situation, mowing shall be kept to a minimum. However, the City shall retain the right to determine and notify Contractor of any such special event, emergency or liability. C. Diesel powered mowing equipment shall be allowed to operate on the second day of consecutive Ozone Action Days, if equipment is labeled stating the type of fuel used and Contractor has contacted the City and received permission to proceed with the work order. D. Equipment using reformulated gas shall be allowed to operate on the third day of consecutive Ozone Action Days, if equipment is labeled stating the type of fuel is used and Contractor has contacted the City and received permission to proceed with the work order. 5. Security Requirements A. Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the work site and replacing fencing if removed by Contractor. B. Contractor shall not enter building(s) at any location(s) for any reason without receiving prior approval from the designated Code Compliance Supervisor or Code Compliance Official/Officer. 6. Protection of Property A. Contractor shall take proper measures to protect all property from damage by the Contractor's work, and in case of any injury or damage resulting from any act or omission on the part of or on behalf of Contractor, Contractor shall restore, at Contractor's own expense, the damaged property to a condition similar or equal to that existing before the damage was done, or Contractor shall make good such injury or damage in an acceptable manner to the City. All damages caused by Contractor which are not repaired or compensated for by Contractor will be repaired or compensated for by the City at the Contractor's expense. All expenses charged by the City for such repair work or compensation shall be deducted from any monies owed to Contractor under any agreement between the City and Contractor. B. Mowing equipment and/or heavy equipment shall not be permitted on properties when, in the opinion of the Contract Administrator, soil and weather conditions are such that the property will be damaged. Any damage caused by mowing equipment and/or heavy equipment shall be addressed by the Contract Administrator. Page 5 of 6 7. Schedule A. Hours of Operation - Contractor shall perform work Monday through Friday and will be required to be available for weekend assignments as necessary, excluding City recognized holidays. B. Contractor must pick up assigned work orders within two business days when the email server is down. All work orders assigned need to be completed within the specified time period: 1. Five calendar days from date of issue for mowing and clearing lots 2. Five calendar days from date of issue for board ups, unless emergency conditions require immediate attention Work orders not completed on time or within the scope of the specification may result in future work orders or payments being withheld. C. In the event Contractor, does not complete the work order within the required five calendar days of assignment, the City reserves the right to arrange for services from the next Contractor. Contractor's frequent failure to complete the work described herein may result in disqualification of the Contractor and removal from the rotation list. This decision will be made by the City and is final. D. In the event of equipment failure that will extend work order completion past completion date, Contractor must contact the Contract Administrator or department designee. 8. Contractor Rotation Process A. The initial order in which Contractors are placed on the rotation list shall be determined by random drawing. The first Contractor's name drawn shall be the first on the list. The second name drawn shall be second, and so on. B. For each mowing and servicing of vacant properties job, the City will contract the next qualified Contractor on the rotation list. C. The rotation list will be maintained for the duration of the term of any contract and extensions thereof. D. Work orders will be issued by the City for each property that needs services. 9. Contractor Compensation Terms Contractor(s) will be paid according to the compensation terms and established standard service price schedules referenced on Attachment B: Bid/Pricing Schedule of the Service Agreement. Please refer to attachment B of the attached sample Service Agreement for pricing details. Page 6 of 6 ATTACHMENT B: QUOTE/PRICING SCHEDULE By means of this RFQ,the City will secure qualified Contractors agreeing to the following standard service price schedules, established by the City of Corpus Christi: A. Mowing&Clearing-Vacant Lot Rate Table: LOT SIZE 1 2 3 4 5 6 7 1-5,000 5,001- 10,001- 15,001- 20,001- 25,001- Over 30,000 square 10,000 15,000 20,000 25,000 30,000 Square feet feet square feet square feet square feet Square feet square feet Density A $0.013 $0.011 $0.009 $0.007 $0.006 $0.005 To be bid out Density B $0.017 $0.015 $0.013 $0.011 $0.009 $0.007 To be bid out Density C $0.025 $0.022 $0.019 $0.017 $0.015 $0.012 To be bid out NOTE: If the square footage times the price per square foot is less than or equal to$65.00,then the Contractor will be paid$65.00. For lot sizes over 30,000 square feet,the City will solicit bids from the next three qualified Contractors on the rotation list.All bids shall be submitted on the CLEAN UP FORM and/or the BOARD UP FORM (attached). Of the three, the qualified vendor who submits the lowest bid will be awarded that job.The two qualified vendors who do not win the bid will be returned to the rotation list. Density A: Low density vegetation. Density B: Medium density vegetation and/or light debris. Density C: High density vegetation and/or heavy debris Light Debris: Grass clippings, high weeds (12" or higher), leaves, paper and plastic litter items and discarded textiles of all sorts. Moderate Debris: Trash items including, but not limited to,aluminum or tin cans,toys, bottles,old vessels of all sorts, and household items (e.g.dishes,tableware, pots and pans,etc.) Heavy Debris: Appliances,toilets,furniture,tires,tree trunks, tree limbs and branches. B. Other Services: Service Unit Price Tree Trimming(7 ft.from the ground and 13 ft. over the street) $35.00 each Tree Removal $85.00 each Debris Disposal (construction material/brush/furniture/bulky items) $47.10 per ton Concrete Disposal (slab/rubber) $19.81 per ton Securing Structures (Board ups)with contractor provided list $55.00 each opening Disposal fee $10.00 per work order Improper Set Out Fee/Too Early Set Out $50.00 per work order NOTE: The city reserves the right to change the rates listed above based on changes to fees for disposal of items at the landfill or other conditions that may warrant price changes. Page 1 of 1 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability Including: $1,000,000 Per Occurrence 1. Commercial Broad Form 2. Premises- Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $1,000,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. 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 Page 1 of 3 workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees,volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance"clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payments) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. Page 2 of 3 G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2019 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services-Services Performed Onsite 04/26/2019 Risk Management - Legal Dept. BOND REQUIREMENTS: No bonds are required, therefore, Section 5 Insurance; Bonds subsection 5(B), is hereby void. Page 3 of 3 ATTACHMENT D: WARRANTY REQUIREMENTS No product warranty is required therefore Section 8, Warranty Requirements subsections 8(A)and (B) are hereby void. Page 1 of 1 Attachment E— Federal Requirements FEDERAL REQUIRMENTS TABLE OF CONTENTS Section No. Title FR-01 Breach of Contract Terms FR-02 Termination of Contract FR-03 Equal Employment Opportunity FR-04 Access to Records and Record Retention FR-05 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion FR-06 Lobbying and Influencing Federal Employees FR-07 Conflict of Interest FR-08 Economic Opportunities for Low and Very-Low Income Persons FR-09 Accessibility Section 504 Compliance 1 Work under this contract will be funded and operate in accordance with HUD's Community Development Block Grant regulations and guidelines and all local, State, and Federal requirements and laws. Reference: Title 24, Chapter 570 FEDERAL REQUIREMENTS:-FR-01 BREACH OF CONTRACT TERMS Any violation or breach of terms of this contract on the part of the contractor or their subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. A breach of the contract clauses in 24 CFR 85.36(1)(1) may be grounds for termination of the contract and for debarment as a contractor as provided in 24 CFR 85.35. FEDERAL REQUIREMENTS: FR-02 TERMINATION OF CONTRACT a. The City may, by written notice, terminate this contract in whole or in part at any time, either for the City's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the City. b. If the termination is for the convenience of the City, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. c. If the termination is due to failure to fulfill the contractor's obligations, the City may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the City for any additional cost occasioned to the City thereby. d. If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the City. In such event, adjustment in the contract price shall be made as provided in this clause. e. The rights and remedies of the City provided in this clause are in addition to any other rights and remedies provided by law or under this contract. Reference: 24 CFR 85.36(i)(2) FEDERAL REQUIREMENTS: FR-03 EQUAL EMPLOYMENT OPPORTUNITY- Executive Order 11246 as amended, 41 CFR PART 60-1.4(b) During the performance of this contract, the contractor agrees as follows: 1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are 2 employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3. The contractor will send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representatives of the contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, as amended, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedure authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provision, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States. [Sec. 202 amended by EO 11375 of Oct 13, 1967, 32 FR 14303, 3 CFR, 1966-1970 Comp., p. 684. EO 12086 of Oct 5, 1978, 43 FR 46501, 3 CFR, 1978 Comp., p. 230] SEC. 203.Each contractor having a contract containing the provisions prescribed in Section 202 shall file, and shalt cause each of his subcontractors to file, Compliance Reports with the contracting agency or the Secretary of Labor as may be directed. Compliance Reports shall be filed within such times and shall contain such information as to the practices, policies, programs, and employment policies, programs, and employment statistics of the contractor and each subcontractor, and shall be in such form, as the Secretary of Labor may prescribe. Contractors or subcontractors may be required to state whether they have participated in any previous contract subject to the provisions of this Order, or any preceding similar Executive order, and in that event to submit, on behalf of themselves and their proposed subcontractors, Compliance Reports prior to or as an 3 initial part of their bid or negotiation of a contract. Whenever the contractor or subcontractor has a collective bargaining agreement or other contract or understanding with a labor union or an agency referring workers or providing or supervising apprenticeship or training for such workers, the Compliance Report shall include such information as to such labor union's or agency's practices and policies affecting compliance as the Secretary of Labor may prescribe: Provided, That to the extent such information is within the exclusive possession of a labor union or an agency referring workers or providing or supervising apprenticeship or training and such labor union or agency shall refuse to furnish such information to the contractor, the contractor shall so certify to the Secretary of Labor as part of its Compliance Report and shall set forth what efforts he has made to obtain such information. The Secretary of Labor may direct that any contractor or subcontractor shall submit, as part of his/her Compliance Report, a statement in writing, signed by an authorized officer or agent on behalf of any labor union or any agency referring workers or providing or supervising apprenticeship or other training, with which the contractor deals, with supporting information, to the effect that the signer's practices and policies do not discriminate on the grounds of race, color, religion, sex or national origin, and that the signer either will affirmatively cooperate in the implementation of the policy and provisions of this Order or that it consents and agrees that recruitment, employment, and the terms and conditions of employment under the proposed contract shall be in accordance with the purposes and provisions of the order. In the event that the union, or the agency shall refuse to execute such a statement, the Compliance Report shall so certify and set forth what efforts have been made to secure such a statement and such additional factual material as the Secretary of Labor may require. [Sec. 203 amended by EO 11375 of Oct. 13, 1967, 32 FR 14303, 3 CFR, 1966-1970 Comp., p. 684; EO 12086 of Oct. 5, 1978,43 FR 46501, 3 CFR, 1978 Comp., p.230 Reference:Executive Order 11246& Title 41 CFR Part 60-1.4 FEDERAL REQUIREMENTS: FR-04 ACCESS TO RECORDS AND RECORD RETENTION The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, HUD and the Comptroller General of the United States or any of their duly authorized representative's access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. Reference: 24 CFR 85.36(i) FEDERAL REQUIREMENTS: FR-05 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION The Contractor certifies, by acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Reference: 24 CFR 85.35 4 FEDERAL REQUIREMENTS: FR-06 LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (1) No Federal appropriated funds shall be paid, by or on behalf of the contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of any Federal grant and the amendment or modification of any Federal grant. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal grant, the contractor shall complete and submit Standard Form-LLL, "Disclosure of Lobby Activities," in accordance with its instructions. Reference: Title 24 CFR part 87, Appendix A FEDERAL REQUIREMENTS: FR-07 CONFLICT OF INTEREST No employee, agent, consultant, officer, elected official or appointed official of the city or county grant recipient or any of its sub-recipients (sub-grantees) receiving CDBG funds who exercise or have exercised any functions or responsibilities with respect to CDBG activities who are in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from the activity or have an interest or benefit from the activity or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds there under, either for themselves or those with whom that have family or business ties, during their tenure or for one year thereafter, in accordance with 24 CFR Part 570.489(h). Reference: 24 CFR Part 570.489(h). FEDERAL REQUIREMENTS: FR-08 ECONOMIC OPPORTUNITIES FOR LOW AND VERY-LOW INCOME PERSONS Section 3 Clause. Housing and Urban Development Act of 1968 All section 3 covered contracts shall include the following clause (referred to as the section 3 clause): The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low-and very low-income persons, particularly persons who are recipients of HUD assistance for housing. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. The contractor agrees to send to each labor organization or representative of workers with which the contractor 5 has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2)with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). Contractor shall complete the required Section 3 report Form 60002, included as Exhibit 5C of the CDBG Grant Management Handbook and submit the completed form to the city/ county grant recipient with the final construction pay estimate for the project. Reference: 24 CFR 570.200, 24 CFR part 135 and 24 CFR 570.607(b) FEDERAL REQUIREMENTS: FR-09 ACCESSIBILITY SECTION 504 COMPLIANCE CDBG regulations require adherence to the following regulations: Americans with Disabilities Act (ADA) removal of architectural and communications barriers. Section 504 of the Rehabilitation Act of 1973 prohibits discrimination in Federally assisted programs on the basis of disability. Reference: 24 CFR Part 135 6 CITY OF CORPUS CHRISTI - DISCLOSURE OF INTERESTS 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 the definitions for the Disclosure of Interest in Section II - General Information. COMPANY NAME: J P. O. BOX: STREET ADDRESS: C�p� ��� r CITY: , ZIP: • 7 FIRM IS: 1. Corporation 2. Partnership F-13. Sole Owner ©/, 4. Association B 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) 2. State the names of each "official' of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State 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 7 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 A,X11 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 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: /J Title: (Type or Print) Signature of Certifying Date: Person: 0.20 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. 8 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. 9 w . ,.... , r CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS,GRANTS,LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or an employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2)If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with this federal contract, grant, loan, or cooperative agreement,the undersigned shall complete and submit with this a Standard Form-11,"Disclosure Form to Report Lobbying," in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subj ct to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature Date Print Name of uthorized Indi i a1 / Organization Name 10 Housing and Community Development Department Community Development Block Grants U.S. Department of Housing and Urban Development Debarment and Suspension Certification Title 2: Subtitle A -Chapter 1 -Part 180- (a) Recipients and Subrecipients shall comply with the government wide no procurement debarment and suspension requirements in 2 CFR part 180. These government wide requirements restrict sub- awards and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities. I certified by signing below, that I am in compliance with Title 2 Housing and Urban Development, Debarment and Suspension requirements in 2 CFR part 182, and I am not debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities. I am also responsible for my subcontractor's compliance with Debarment & Suspension federal regulations. ©7 b o91.) Contractor Signature/or A rized Official: Date: Title: Z) Company: Z"Ig , Y>ct 2 ✓J.r� ��.�o's�=1 leef 11 CONTRACTOR/SUBCONTRACTOR SECTION 3 COMPLIANCE PLAN The Housing and Community Development Name of Project /' f The undersigned Contractor/Subcontractor for the project identified above hereby agrees to implement, at a minimum, the following steps directed at increasing the utilization of Section 3 residents and Section 3 business concerns in accordance with 24 CFR Subpart A Part 135.1. 1. To attempt to recruit from within the project area Section 3 residents through local advertising media and signs placed at the proposed site for the project, community organizations, and public or private institutions operating within or serving the projectarea. 2. To seek the assistance,where necessary, in implementing a Section 3 compliance plan. 3. To maintain a list of all Section 3 area residents who have made application for employment either on their own or on referral from any source and to employ such persons if eligible and if a vacancy exists. 4. To maintain and provide the information requested during the closeoutreport. 5. In the case of a general contractor, to insure that all Section 3 business concerns within the project area are notified of pending sub-contractual opportunities. 6. To maintain records, including copies of correspondence, memoranda,etc.,which document all the steps taken to recruit Section 3 residents and Section 3 subcontractors from within the project area. As officers and representatives of Name Contractor/Su contractor 7, Z_— :�� -, — We, the undersigned, have read and fully agree to this Section 3 Compliance Plan and become party to the full implementation of this program. Print Name Title i Si ature Date � r� 12 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 �yV S C� G° a 0 H SERVICE AGREEMENT NO. 2811 U Mowing for Non-Code Compliant Properties yeanaonn!e� 1852 THIS Mowing for Non-Code Compliant Properties Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Richard Herrera, Jr. dba R.H. Construction & Mowing ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Mowing for Non-Code Compliant Properties in response to Request for Bid/Proposal No. 2602 ("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 Mowing for Non-Code Compliant Properties ("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 three 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 zero-years 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 $150,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. 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 - Federal Funding Page 1 of 8 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 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: Liza Lopez Corpus Christi Police Department (361 ) 826-3170 LizaC@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form - Federal Funding Page 2 of 8 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (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 - Federal Funding Page 3 of 8 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid or proposal, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments and Changes. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. Any changes that alter the method, price, or schedule of work must be allowable, allocable, within the scope of any federal grant or cooperative agreement, and reasonable for the completion of the project scope. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified 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: Liza Lopez Parking Control Operations Manager 1201 Leopard St, CC, Texas 78401 Phone: (361 ) 826-3170 Fax: N/A IF TO CONTRACTOR: Richard Herrera, Jr. dba R.H. Construction & Mowing Attn: Richard Herrera Owner 3537 N. Naylor Circle, Corpus Christi, Texas 78408 Phone: 361-548-5170 Fax: N/A Service Agreement Standard Form - Federal Funding Page 4 of 8 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 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) Termination for Cause. 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) Termination for Convenience. Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. In the event of termination for convenience, the Contractor will be compensated for all Services performed prior to the date of termination. The City shall have no further obligations to the Contractor. 19. Effect of Breach. In addition to the remedy of termination, if the Contractor violates or breaches any provision of the Agreement, the City may pursue any other claims Service Agreement Standard Form - Federal Funding Page 5 of 8 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 or causes of action available under the law. No specific sanctions or penalties apply to this Agreement except those that are otherwise available under the law. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. 22. 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. 23. 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 and exhibits; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. 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. 25. 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. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form - Federal Funding Page 6 of 8 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 27. 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. 28. Federal Funding Requirements. This project is subject to the applicable federal contracting requirements of the federal agency providing funding for this Agreement. A set of Federal Requirements has been attached as Attachment E, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. The Contractor must comply with Attachment E while performing the Services. The Contractor will insert in any subcontracts all Federal Provisions/Requirements contained in the Agreement, such other clauses as the federal agencies may by appropriate instructions require and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses. [Signature Page Follows] Service Agreement Standard Form - Federal Funding Page 7 of 8 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 CONTRACTOR y:SigDocuSigned by- Signature natur 14AD5CE581 BOB64E6... Richard Herrera Printed Name: Title: Owner Date: 7/20/2020 CITY OF CORPUS CHRISTI Kim Baker Director of Contracts and Procurement Date: APPROVED AS TO LEGAL FORM Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Attachment E: Federal Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. 2602 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form - Federal Funding Page 8 of 8 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 ATTACHMENT A: SCOPE OF WORK 1. General Requirements The Contractor shall provide all labor, insurance and equipment necessary for the mowing, maintenance and securing of non-code Compliant properties as specified in the following Scope of Work. 2. Scope of Work The mowing, maintenance and securing of non-code Compliant properties services provided by the Contractor shall include but will not be limited to mowing, line trimming, edging, tree/brush trimming, removal of debris and securing of vacant and occasionally occupied properties as deemed necessary on a health and safety basis as outlined below: A. Contractor shall cut grass to a length of 1 '/2 inches to 2 inches at all designated locations requiring fine mowing and to length of 2 '/2 inches to 3 '/2' inches for all designated locations requiring rough mowing. B. Contractor shall remove all trash, debris, cans, bottles, tires, paper and plastic from the grounds and fence lines. After mowing, Contractor shall remove any trash and debris cut up by the mowing process. Contractor must use a push mower and rake where needed. Contractor will not dispose of any trash and debris into dumpsters or accessory structures located on the property. The trash and debris must be removed from the property and disposed of in accordance with City ordinances. If a property has 50 or more tires, a "Whole Used or Scrap Tires Manifest" shall be submitted to the landfill. A receipt of disposal from the City landfill or other Texas Commission Environmental Quality (TCEQ) registered landfill will be required as proof of final and proper disposal. Contractor is required to show work orders or case number to landfill scale personnel to show proof of worksite and avoid disposal fee. A penalty may be imposed for failure to provide proof of receipt and/or payment may be withheld. The receipt of disposal must be attached to the before and after photographs. C. Contractor shall clean and scrape sidewalks, curbs and gutters from accumulation of grass growth, dirt and sand. Contractor shall clean all sidewalks, fence lines, curbs, gutters, street edge, structures, buildings and any wires free from clinging, climbing and crawling grasses, vines, sand, dirt and grass clippings as required in City Code of Ordinance Section 49-10. D. Contractor shall trim all tree limbs that hang lower than seven feet over the sidewalk or ground surface and tree limbs that hang lower than 13 feet over the street. Trees identified for removal must be cut to ground level. E. Contractor shall not remove any gas tanks or 55-gallon drums from the property. F. The landfill accepts household hazardous waste labeled and in original containers (antifreeze, solvents, brake fluid, transmission fluid, batteries, cleaning solvents, polishes, oven cleaner, pool chemicals, poisons, paint, paint thinner, paint stripper, spray paint, weed killer, pesticides/insecticides, sprays) and motor oil (in sealed containers no larger than five gallons). Page 1 of 6 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 G. Contractor shall avoid causing "windrows" when mowing. Windrows occur when a mower goes one direction and causes the grass to lie over because of wheels, etc. This creates rows of grass not cut uniformly. H. Contractor shall avoid improper mowing, including, but not limited to: TERM DESCRIPTION IMAGE mowing deck comes Scalping close to or hits the ground �- sharp ridges left in ther � RN �� Stepped Cutting lawn surface °' wAnO Stingers sparse patches of uncut w � [stragglers/flags] grass left behind the mower thin strips of uncut grass Streaking left behind the mower wavy or smooth troughsA=r Uneven Cutting in the lawn surface f I. All work completed by Contractor shall be subject to approval by the area Code Compliance Official/Officer or department designee. Code Compliance Official/Officer shall have the right to require the Contractor to re-mow, re-trim, re-edge, re-sweep or re-board properties if the work has not been performed to contract specifications. Properties which have not been abated adequately will be re-done before payment authorization is approved and before additional work orders are issued. Additionally, any work orders already issued to Contractor may be pulled. J. Contractor shall meet all the requirements for properly securing a vacant structure as designated in the Vacant Building Ordinance City Code of Ordinances Section 13-3009 Standards for the boarding of a vacant building and painting the wood in accordance with City Code of Ordinances Section 13-3010. K. Contractor shall have an email address to receive and return work orders to the issuing Code Compliance Official/Officer and Code Compliance Supervisor once completed. L. Photographs taken by Contractor are required on each work order issued. Page 2 of 6 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 1 . For a vacant building, a minimum of eight photographs (before work is started and again after the work is completed) are required to include: a. one photograph from the front (including curb and gutter) before the work is started b. one photograph from the back (including rear yard) before the work is started c. one photograph from each side of the structure before the work is started d. one photograph of each location listed above after the work is completed. 2. For a vacant lot, a minimum of four photographs (before the work is started and again after the work is completed) are required to include: a. one photograph from the front (including curb and gutter) before the work is started b. one photograph including rear of the lot before the work is started c. one photograph of each location listed above after the work is completed. 3. Each photograph is to be taken at the same location and angle as the before pictures. Each photograph shall be labeled with the address, date, "BEFORE" and "AFTER". If photographs are not submitted at the completion of the job payment may be delayed. All photographs must be clear without the use of filters. M. The Contractor will not mow any property that is less than 12 inches, or when the rightful property owner has already started the mowing/clearing process. Contractor is required to provide photographs of the property: one photograph of the front and one of the back, when submitting a mowed by owner work order. N. Contractor will maintain a professional and civil disposition with all City representatives, City staff members and the general public. Failure to do so may result in the termination of the Contractor's agreement as determined by the City. O. When emergency services are requested, the Contractor must respond within two hours and complete the work order within four hours. P. Contractor shall possess and display a current Solid Waste Haulers Permit sticker on each vehicle and trailer used for transporting solid waste. (Permit must be renewed by August l st of each year). Q. Contractor shall have a tarpaulin or cover over the load when transporting solid waste to the landfill or other approved point of disposal. Page 3 of 6 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 R. In the event of equipment failure that will extend completion of the work order, Contractor must notify the issuing Code Official/Officer and Code Compliance Supervisor. S. Any and all costs, either direct or indirect, associated with or incidental to Contractor's performance of the services described in this scope of work are the sole responsibility of Contractor and considered to be included in the contract pricing. Such expenses may include, but are not limited to: travel to and from the subject property, execution of the work order, clearing and transporting of debris, storage fees, hauler permit fees, cost of required insurances and etc. T. Contractor must provide supervision of the work to ensure compliance with the contract requirements. U. Contractor shall ensure subcontractors comply with all requirements of this contract, including, but not limited to, those regarding insurance and permits V. Contractor shall remain in full compliance with all requirements. Cancellation or expiration of insurance (unless renewed or secured through another licensed insurance provider) during the contract period will result in automatic disqualification of Contractor and removal from the rotation list. W. Contractor must be equipped with a cellular telephone. Contractor shall furnish the City with a list of Cellular telephone numbers for on-site representatives. This is to provide a means of effective communication between City officials and Contractor's representative concerning directions, response time, cancellations or problems encountered at the site. X. If there are any questions or problems encountered on a property, Contractor must contact a Code Compliance Supervisor or issuing Code Official/Officer, not the property owner or neighbor. 3. Equipment Requirements Contractor shall have all equipment, in good working order, needed to comply with all requirements of this contract including, but not limited to, the following: A. Push (walk-behind) Mowers B. Large (riding) Mowers C. Edger(s) D. String Trimmer(s) / Weed Eater(s) E. Leaf Blowers / Vacuums F. Tree and Brush Trimming Equipment (bow saws, shears, hedge cutters, etc.) G. Tree Cutting Equipment (chain saw, etc.) H. Trailers (to haul debris) I. Cleaning Equipment (brooms, scrapers, rakes, etc.) J. Masonry (concrete) Tools / Equipment (masonry drill, masonry drill bits, masonry screws/nails, concrete demolition hammer, etc.) Page 4 of 6 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 K. Other Equipment / Material (CDX exterior grade plywood or oriented strand board ("OSB") with a minimum one-half ('/2) inch nominal (seven-sixteenths (7/16) inch actual) thickness, one-way screws/fasteners, liquid nails, etc.) 4. Ozone Warninq Days A. All push mowers, weed eaters, or other small engines shall not be used at all. B. No mowing shall be done on the designated Ozone Action Days except in the case of a special event, emergency or removing a liability. If mowing is necessary for such a situation, mowing shall be kept to a minimum. However, the City shall retain the right to determine and notify Contractor of any such special event, emergency or liability. C. Diesel powered mowing equipment shall be allowed to operate on the second day of consecutive Ozone Action Days, if equipment is labeled stating the type of fuel used and Contractor has contacted the City and received permission to proceed with the work order. D. Equipment using reformulated gas shall be allowed to operate on the third day of consecutive Ozone Action Days, if equipment is labeled stating the type of fuel is used and Contractor has contacted the City and received permission to proceed with the work order. 5. Security Requirements A. Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the work site and replacing fencing if removed by Contractor. B. Contractor shall not enter building(s) at any location(s) for any reason without receiving prior approval from the designated Code Compliance Supervisor or Code Compliance Official/Officer. 6. Protection of Property A. Contractor shall take proper measures to protect all property from damage by the Contractor's work, and in case of any injury or damage resulting from any act or omission on the part of or on behalf of Contractor, Contractor shall restore, at Contractor's own expense, the damaged property to a condition similar or equal to that existing before the damage was done, or Contractor shall make good such injury or damage in an acceptable manner to the City. All damages caused by Contractor which are not repaired or compensated for by Contractor will be repaired or compensated for by the City at the Contractor's expense. All expenses charged by the City for such repair work or compensation shall be deducted from any monies owed to Contractor under any agreement between the City and Contractor. B. Mowing equipment and/or heavy equipment shall not be permitted on properties when, in the opinion of the Contract Administrator, soil and weather conditions are such that the property will be damaged. Any damage caused by mowing equipment and/or heavy equipment shall be addressed by the Contract Administrator. Page 5 of 6 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 7. Schedule A. Hours of Operation - Contractor shall perform work Monday through Friday and will be required to be available forweekend assignments as necessary, excluding City recognized holidays. B. Contractor must pick up assigned work orders within two business days when the email server is down. All work orders assigned need to be completed within the specified time period: 1 . Five calendar days from date of issue for mowing and clearing lots 2. Five calendar days from date of issue for board ups, unless emergency conditions require immediate attention Work orders not completed on time or within the scope of the specification may result in future work orders or payments being withheld. C. In the event Contractor, does not complete the work order within the required five calendar days of assignment, the City reserves the right to arrange for services from the next Contractor. Contractor's frequent failure to complete the work described herein may result in disqualification of the Contractor and removal from the rotation list. This decision will be made by the City and is final. D. In the event of equipment failure that will extend work order completion past completion date, Contractor must contact the Contract Administrator or department designee. 8. Contractor Rotation Process A. The initial order in which Contractors are placed on the rotation list shall be determined by random drawing. The first Contractor's name drawn shall be the first on the list. The second name drawn shall be second, and so on. B. For each mowing and servicing of vacant properties job, the City will contract the next qualified Contractor on the rotation list. C. The rotation list will be maintained for the duration of the term of any contract and extensions thereof. D. Work orders will be issued by the City for each property that needs services. 9. Contractor Compensation Terms Contractor(s) will be paid according to the compensation terms and established standard service price schedules referenced on Attachment B: Bid/Pricing Schedule of the Service Agreement. Please refer to attachment B of the attached sample Service Agreement for pricing details. Page 6 of 6 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 ATTACHMENT B: QUOTE/PRICING SCHEDULE By means of this RFQ,the City will secure qualified Contractors agreeing to the following standard service price schedules, established by the City of Corpus Christi: A. Mowing&Clearing-Vacant Lot Rate Table: LOT SIZE 1 2 3 4 5 6 7 1-5,000 5,001- 10,001- 15,001- 20,001- 25,001- Over 30,000 square 10,000 15,000 20,000 25,000 30,000 Square feet feet square feet square feet square feet Square feet square feet Density A $0.013 $0.011 $0.009 $0.007 $0.006 $0.005 To be bid out Density B $0.017 $0.015 $0.013 $0.011 $0.009 $0.007 To be bid out Density C $0.025 $0.022 $0.019 $0.017 $0.015 $0.012 To be bid out NOTE: If the square footage times the price per square foot is less than or equal to$65.00, then the Contractor will be paid $65.00. For lot sizes over 30,000 square feet,the City will solicit bids from the next three qualified Contractors on the rotation list. All bids shall be submitted on the CLEAN UP FORM and/or the BOARD UP FORM (attached). Of the three, the qualified vendor who submits the lowest bid will be awarded that job. The two qualified vendors who do not win the bid will be returned to the rotation list. Density A: Low density vegetation. Density B: Medium density vegetation and/or light debris. Density C: High density vegetation and/or heavy debris Light Debris: Grass clippings, high weeds (12" or higher), leaves, paper and plastic litter items and discarded textiles of all sorts. Moderate Debris:Trash items including, but not limited to, aluminum or tin cans, toys, bottles, old vessels of all sorts, and household items (e.g. dishes, tableware, pots and pans, etc.) Heavy Debris: Appliances, toilets, furniture,tires, tree trunks, tree limbs and branches. B. Other Services: Service Unit Price Tree Trimming (7 ft. from the ground and 13 ft. over the street) $35.00 each Tree Removal $85.00 each Debris Disposal (construction material/brush/furniture/bulky items) $47.10 per ton Concrete Disposal (slab/rubber) $19.81 per ton Securing Structures (Board ups)with contractor provided list $55.00 each opening Disposal fee $10.00 per work order Improper Set Out Fee/Too Early Set Out $50.00 per work order NOTE: The city reserves the right to change the rates listed above based on changes to fees for disposal of items at the landfill or other conditions that may warrant price changes. Page 1 of 1 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $1 ,000,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. 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 Page 1 of 3 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. Page 2 of 3 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2019 Insurance Requirements Ins. Req. Exhibit 4-113 Contracts for General Services - Services Performed Onsite 04/26/2019 Risk Management - Legal Dept. BOND REQUIREMENTS: No bonds are required, therefore, Section 5 Insurance; Bonds subsection 5(B), is hereby void. Page 3 of 3 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 ATTACHMENT D: WARRANTY REQUIREMENTS No product warranty is required therefore Section 8, Warranty Requirements subsections 8(A)and (B) are hereby void. Page 1 of 1 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 Attachment E - Federal Requirements FEDERAL REQUIRMENTS TABLE OF CONTENTS Section No. Title FR-01 Breach of Contract Terms FR-02 Termination of Contract FR-03 Equal Employment Opportunity FR-04 Access to Records and Record Retention FR-05 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion FR-06 Lobbying and Influencing Federal Employees FR-07 Conflict of Interest FR-08 Economic Opportunities for Low and Very-Low Income Persons FR-09 Accessibility Section 504 Compliance 1 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 Work under this contract will be funded and operate in accordance with HUD's Community Development Block Grant regulations and guidelines and all local, State, and Federal requirements and laws. Reference: Title 24, Chapter 570 FEDERAL REQUIREMENTS:-FR-01 BREACH OF CONTRACT TERMS Any violation or breach of terms of this contract on the part of the contractor or their subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. A breach of the contract clauses in 24 CFR 85.36(1)(1) may be grounds for termination of the contract and for debarment as a contractor as provided in 24 CFR 85.35. FEDERAL REQUIREMENTS: FR-02 TERMINATION OF CONTRACT a. The City may, by written notice, terminate this contract in whole or in part at any time, either for the City's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the City. b. If the termination is for the convenience of the City, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. c. If the termination is due to failure to fulfill the contractor's obligations, the City may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the City for any additional cost occasioned to the City thereby. d. If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the City. In such event, adjustment in the contract price shall be made as provided in this clause. e. The rights and remedies of the City provided in this clause are in addition to any other rights and remedies provided by law or under this contract. Reference: 24 CFR 85.36(1)(2) FEDERAL REQUIREMENTS: FR-03 EQUAL EMPLOYMENT OPPORTUNITY - Executive Order 11246 as amended, 41 CFR PART 60-1.4(b) During the performance of this contract, the contractor agrees as follows: 1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are 2 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3. The contractor will send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representatives of the contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, as amended, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedure authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provision, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States. [Sec. 202 amended by EO 11375 of Oct 13, 1967, 32 FR 14303, 3 CFR, 1966-1970 Comp., p. 684. EO 12086 of Oct 5, 1978, 43 FR 46501, 3 CFR, 1978 Comp., p. 230] SEC. 203.Each contractor having a contract containing the provisions prescribed in Section 202 shall file, and shalt cause each of his subcontractors to file, Compliance Reports with the contracting agency or the Secretary of Labor as may be directed. Compliance Reports shall be filed within such times and shall contain such information as to the practices, policies, programs, and employment policies, programs, and employment statistics of the contractor and each subcontractor, and shall be in such form, as the Secretary of Labor may prescribe. Contractors or subcontractors may be required to state whether they have participated in any previous contract subject to the provisions of this Order, or any preceding similar Executive order, and in that event to submit, on behalf of themselves and their proposed subcontractors, Compliance Reports prior to or as an 3 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 initial part of their bid or negotiation of a contract. Whenever the contractor or subcontractor has a collective bargaining agreement or other contract or understanding with a labor union or an agency referring workers or providing or supervising apprenticeship or training for such workers, the Compliance Report shall include such information as to such labor union's or agency's practices and policies affecting compliance as the Secretary of Labor may prescribe: Provided, That to the extent such information is within the exclusive possession of a labor union or an agency referring workers or providing or supervising apprenticeship or training and such labor union or agency shall refuse to furnish such information to the contractor, the contractor shall so certify to the Secretary of Labor as part of its Compliance Report and shall set forth what efforts he has made to obtain such information. The Secretary of Labor may direct that any contractor or subcontractor shall submit, as part of his/her Compliance Report, a statement in writing, signed by an authorized officer or agent on behalf of any labor union or any agency referring workers or providing or supervising apprenticeship or other training, with which the contractor deals, with supporting information, to the effect that the signer's practices and policies do not discriminate on the grounds of race, color, religion, sex or national origin, and that the signer either will affirmatively cooperate in the implementation of the policy and provisions of this Order or that it consents and agrees that recruitment, employment, and the terms and conditions of employment under the proposed contract shall be in accordance with the purposes and provisions of the order. In the event that the union, or the agency shall refuse to execute such a statement, the Compliance Report shall so certify and set forth what efforts have been made to secure such a statement and such additional factual material as the Secretary of Labor may require. [Sec. 203 amended by EO 11375 of Oct. 13, 1967, 32 FR 14303, 3 CFR, 1966-1970 Comp., p. 684; EO 12086 of Oct. 5, 1978,43 FR 46501, 3 CFR, 1978 Comp., p.230 Reference:Executive Order 11246 & Title 41 CFR Part 60-1.4 FEDERAL REQUIREMENTS: FR-04 ACCESS TO RECORDS AND RECORD RETENTION The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, HUD and the Comptroller General of the United States or any of their duly authorized representative's access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. Reference: 24 CFR 85.36(1) FEDERAL REQUIREMENTS: FR-05 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION The Contractor certifies, by acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Reference: 24 CFR 85.35 4 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 FEDERAL REQUIREMENTS: FR-06 LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (1) No Federal appropriated funds shall be paid, by or on behalf of the contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of any Federal grant and the amendment or modification of any Federal grant. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal grant, the contractor shall complete and submit Standard Form-LLL, "Disclosure of Lobby Activities," in accordance with its instructions. Reference: Title 24 CFR part 87, Appendix A FEDERAL REQUIREMENTS: FR-07 CONFLICT OF INTEREST No employee, agent, consultant, officer, elected official or appointed official of the city or county grant recipient or any of its sub-recipients (sub-grantees) receiving CDBG funds who exercise or have exercised any functions or responsibilities with respect to CDBG activities who are in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from the activity or have an interest or benefit from the activity or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds there under, either for themselves or those with whom that have family or business ties, during their tenure or for one year thereafter, in accordance with 24 CFR Part 570.489(h). Reference: 24 CFR Part 570.489(h). FEDERAL REQUIREMENTS: FR-08 ECONOMIC OPPORTUNITIES FOR LOW AND VERY-LOW INCOME PERSONS Section 3 Clause. Housing and Urban Development Act of 1968 All section 3 covered contracts shall include the following clause (referred to as the section 3 clause): The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. The contractor agrees to send to each labor organization or representative of workers with which the contractor 5 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). Contractor shall complete the required Section 3 report Form 60002, included as Exhibit 5C of the CDBG Grant Management Handbook and submit the completed form to the city/ county grant recipient with the final construction pay estimate for the project. Reference: 24 CFR 570.200, 24 CFR part 135 and 24 CFR 570.607(b) FEDERAL REQUIREMENTS: FR-09 ACCESSIBILITY SECTION 504 COMPLIANCE CDBG regulations require adherence to the following regulations: Americans with Disabilities Act (ADA) removal of architectural and communications barriers. Section 504 of the Rehabilitation Act of 1973 prohibits discrimination in Federally assisted programs on the basis of disability. Reference: 24 CFR Part 135 6 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 CITY OF CORPUS CHRISTI - DISCLOSURE OF INTERESTS 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 the definitions for the Disclosure of Interest in Section II - General Information. COMPANY NAME: P. O. BOX: STREET ADDRESS: CITY: ZIP: FIRM IS: 1. Corporation 2. Partnership F-13. Sole Owner ❑ 4. Association H5. 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) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 7 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying Date: Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. 8 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 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. 9 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS,GRANTS,LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or an employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract,grant,loan,or cooperative agreement. (2)If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with this federal contract, grant, loan, or cooperative agreement,the undersigned shall complete and submit with this a Standard Form-11,"Disclosure Form to Report Lobbying,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature Date Print Name of Authorized Individual Organization Name 10 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 Nk MOV-1 Housing and Community Development Department Community Development Block Grants U.S.Department of Housing and Urban Development Debarment and Suspension Certification Title 2: Subtitle A-Chapter 1 -Part 180- (a) Recipients and Subrecipients shall comply with the government wide no procurement debarment and suspension requirements in 2 CFR part 180. These government wide requirements restrict sub- awards and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities. I certified by signing below, that I am in compliance with Title 2 Housing and Urban Development, Debarment and Suspension requirements in 2 CFR part 182, and I am not debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities. I am also responsible for my subcontractor's compliance with Debarment& Suspension federal regulations. Contractor Signature/or Authorized Official: Date: Title: Company: 11 DocuSign Envelope ID:5BB8A348-D3D9-4185-88C3-58FDD7804971 a.. CONTRACTOR/SUBCONTRACTOR SECTION 3 COMPLIANCE PLAN The Housing and Community Development Name of Project The undersigned Contractor/Subcontractor for the project identified above hereby agrees to implement, at a minimum, the following steps directed at increasing the utilization of Section 3 residents and Section 3 business concerns in accordance with 24 CFR Subpart A Part 135.1. 1. To attempt to recruit from within the project area Section 3 residents through local advertising media and signs placed at the proposed site for the project, community organizations, and public or private institutions operating within or serving the projectarea. 2. To seek the assistance,where necessary, in implementing a Section 3 compliance plan. 3. To maintain a list of all Section 3 area residents who have made application for employment either on their own or on referral from any source and to employ such persons if eligible and if a vacancy exists. 4. To maintain and provide the information requested during the closeoutreport. 5. In the case of a general contractor, to insure that all Section 3 business concerns within the project area are notified of pending sub-contractual opportunities. 6. To maintain records, including copies of correspondence, memoranda, etc., which document all the steps taken to recruit Section 3 residents and Section 3 subcontractors from within the project area. As officers and representatives of Name of Contractor/Subcontractor We, the undersigned, have read and fully agree to this Section 3 Compliance Plan and become party to the full implementation of this program. Print Name Title Signature Date 12 SC G° a 0 H SERVICE AGREEMENT NO. 2813 U Mowing for Non-Code Compliant Properties yeanaonn!e� 1852 THIS Mowing for Non-Code Compliant Properties Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Luz Alicia Sierra Leal dba Alicia's Lawn Service ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Mowing for Non-Code Compliant Properties in response to Request for Bid/Proposal No. 2602 ("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 Mowing for Non-Code Compliant Properties ("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 three 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 zero-years 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 $150,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. 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 - Federal Funding Page 1 of 8 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: Liza Lopez Corpus Christi Police Department (361 ) 826-3170 LizaC@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form - Federal Funding Page 2 of 8 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (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 - Federal Funding Page 3 of 8 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid or proposal, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments and Changes. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. Any changes that alter the method, price, or schedule of work must be allowable, allocable, within the scope of any federal grant or cooperative agreement, and reasonable for the completion of the project scope. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified 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: Liza Lopez Parking Control Operations Manager 1201 Leopard St, Corpus Christi, Texas 78401 Phone: (361 ) 826-3170 Fax: N/A IF TO CONTRACTOR: Luz Alicia Sierra Leal dba Alicia's Lawn Service Attn: Luz Alicia Sierra Leal Owner 4619 Angela Dr., Corpus Christi, Texas 78416 Phone: (361 ) 461-6354 Fax: N/A Service Agreement Standard Form - Federal Funding Page 4 of 8 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) Termination for Cause. 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) Termination for Convenience. Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. In the event of termination for convenience, the Contractor will be compensated for all Services performed prior to the date of termination. The City shall have no further obligations to the Contractor. 19. Effect of Breach. In addition to the remedy of termination, if the Contractor violates or breaches any provision of the Agreement, the City may pursue any other claims Service Agreement Standard Form - Federal Funding Page 5 of 8 or causes of action available under the law. No specific sanctions or penalties apply to this Agreement except those that are otherwise available under the law. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. 22. 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. 23. 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 and exhibits; C. the bid solicitation document including any addenda (Exhibit 1 ); then, D. the Contractor's bid response (Exhibit 2). 24. 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. 25. 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. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form - Federal Funding Page 6 of 8 27. 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. 28. Federal Funding Requirements. This project is subject to the applicable federal contracting requirements of the federal agency providing funding for this Agreement. A set of Federal Requirements has been attached as Attachment E, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. The Contractor must comply with Attachment E while performing the Services. The Contractor will insert in any subcontracts all Federal Provisions/Requirements contained in the Agreement, such other clauses as the federal agencies may by appropriate instructions require and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses. [Signature Page Follows] Service Agreement Standard Form - Federal Funding Page 7 of 8 CONTRACTOR Signature: L �� U (�(.5 i' �?„f� �•p Printed Name: �-� C1 7 ri c ex Title: Date: 1 6 CITY OF CORPUS CHRISTI Kim Baker Director of Contracts and Procurement Date: APPROVED AS TO LEGAL FORM Assistant City Attorney Date Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Attachment E: Federal Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. 2602 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form- Federal Funding Page 8 of 8 ATTACHMENT A: SCOPE OF WORK 1. General Requirements The Contractor shall provide all labor, insurance and equipment necessary for the mowing, maintenance and securing of non-code Compliant properties as specified in the following Scope of Work. 2. Scope of Work The mowing, maintenance and securing of non-code Compliant properties services provided by the Contractor shall include but will not be limited to mowing, line trimming, edging, tree/brush trimming, removal of debris and securing of vacant and occasionally occupied properties as deemed necessary on a health and safety basis as outlined below: A. Contractor shall cut grass to a length of 1 '/2 inches to 2 inches at all designated locations requiring fine mowing and to length of 2 '/2 inches to 3 '/2' inches for all designated locations requiring rough mowing. B. Contractor shall remove all trash, debris, cans, bottles, tires, paper and plastic from the grounds and fence lines. After mowing, Contractor shall remove any trash and debris cut up by the mowing process. Contractor must use a push mower and rake where needed. Contractor will not dispose of any trash and debris into dumpsters or accessory structures located on the property. The trash and debris must be removed from the property and disposed of in accordance with City ordinances. If a property has 50 or more tires, a "Whole Used or Scrap Tires Manifest" shall be submitted to the landfill. A receipt of disposal from the City landfill or other Texas Commission Environmental Quality (TCEQ) registered landfill will be required as proof of final and proper disposal. Contractor is required to show work orders or case number to landfill scale personnel to show proof of worksite and avoid disposal fee. A penalty may be imposed for failure to provide proof of receipt and/or payment may be withheld. The receipt of disposal must be attached to the before and after photographs. C. Contractor shall clean and scrape sidewalks, curbs and gutters from accumulation of grass growth, dirt and sand. Contractor shall clean all sidewalks, fence lines, curbs, gutters, street edge, structures, buildings and any wires free from clinging, climbing and crawling grasses, vines, sand, dirt and grass clippings as required in City Code of Ordinance Section 49-10. D. Contractor shall trim all tree limbs that hang lower than seven feet over the sidewalk or ground surface and tree limbs that hang lower than 13 feet over the street. Trees identified for removal must be cut to ground level. E. Contractor shall not remove any gas tanks or 55-gallon drums from the property. F. The landfill accepts household hazardous waste labeled and in original containers (antifreeze, solvents, brake fluid, transmission fluid, batteries, cleaning solvents, polishes, oven cleaner, pool chemicals, poisons, paint, paint thinner, paint stripper, spray paint, weed killer, pesticides/insecticides, sprays) and motor oil (in sealed containers no larger than five gallons). Page 1 of 6 G. Contractor shall avoid causing "windrows" when mowing. Windrows occur when a mower goes one direction and causes the grass to lie over because of wheels, etc. This creates rows of grass not cut uniformly. H. Contractor shall avoid improper mowing, including, but not limited to: TERM DESCRIPTION IMAGE mowing deck comes Scalping close to or hits the ground �- sharp ridges left in ther � RN �� Stepped Cutting lawn surface °' Stingers sparse patches of uncut w � [stragglers/flags] grass left behind the mower thin strips of uncut grass Streaking left behind the mower wavy or smooth troughsA=r Uneven Cutting in the lawn surface f I. All work completed by Contractor shall be subject to approval by the area Code Compliance Official/Officer or department designee. Code Compliance Official/Officer shall have the right to require the Contractor to re-mow, re-trim, re-edge, re-sweep or re-board properties if the work has not been performed to contract specifications. Properties which have not been abated adequately will be re-done before payment authorization is approved and before additional work orders are issued. Additionally, any work orders already issued to Contractor may be pulled. J. Contractor shall meet all the requirements for properly securing a vacant structure as designated in the Vacant Building Ordinance City Code of Ordinances Section 13-3009 Standards for the boarding of a vacant building and painting the wood in accordance with City Code of Ordinances Section 13-3010. K. Contractor shall have an email address to receive and return work orders to the issuing Code Compliance Official/Officer and Code Compliance Supervisor once completed. L. Photographs taken by Contractor are required on each work order issued. Page 2 of 6 1. For a vacant building, a minimum of eight photographs (before work is started and again after the work is completed) are required to include: a. one photograph from the front (including curb and gutter) before the work is started b. one photograph from the back (including rear yard) before the work is started c. one photograph from each side of the structure before the work is started d. one photograph of each location listed above after the work is completed. 2. For a vacant lot, a minimum of four photographs (before the work is started and again after the work is completed) are required to include: a. one photograph from the front (including curb and gutter) before the work is started b. one photograph including rear of the lot before the work is started c. one photograph of each location listed above after the work is completed. 3. Each photograph is to be taken at the same location and angle as the before pictures. Each photograph shall be labeled with the address, date, "BEFORE" and "AFTER". If photographs are not submitted at the completion of the job payment may be delayed. All photographs must be clear without the use of filters. M. The Contractor will not mow any property that is less than 12 inches, or when the rightful property owner has already started the mowing/clearing process. Contractor is required to provide photographs of the property: one photograph of the front and one of the back, when submitting a mowed by owner work order. N. Contractor will maintain a professional and civil disposition with all City representatives, City staff members and the general public. Failure to do so may result in the termination of the Contractor's agreement as determined by the City. O. When emergency services are requested, the Contractor must respond within two hours and complete the work order within four hours. P. Contractor shall possess and display a current Solid Waste Haulers Permit sticker on each vehicle and trailer used for transporting solid waste. (Permit must be renewed by August l st of each year). Q. Contractor shall have a tarpaulin or cover over the load when transporting solid waste to the landfill or other approved point of disposal. Page 3 of 6 R. In the event of equipment failure that will extend completion of the work order, Contractor must notify the issuing Code Official/Officer and Code Compliance Supervisor. S. Any and all costs, either direct or indirect, associated with or incidental to Contractor's performance of the services described in this scope of work are the sole responsibility of Contractor and considered to be included in the contract pricing. Such expenses may include, but are not limited to: travel to and from the subject property, execution of the work order, clearing and transporting of debris, storage fees, hauler permit fees, cost of required insurances and etc. T. Contractor must provide supervision of the work to ensure compliance with the contract requirements. U. Contractor shall ensure subcontractors comply with all requirements of this contract, including, but not limited to, those regarding insurance and permits V. Contractor shall remain in full compliance with all requirements. Cancellation or expiration of insurance (unless renewed or secured through another licensed insurance provider) during the contract period will result in automatic disqualification of Contractor and removal from the rotation list. W. Contractor must be equipped with a cellular telephone. Contractor shall furnish the City with a list of Cellular telephone numbers for on-site representatives. This is to provide a means of effective communication between City officials and Contractor's representative concerning directions, response time, cancellations or problems encountered at the site. X. If there are any questions or problems encountered on a property, Contractor must contact a Code Compliance Supervisor or issuing Code Official/Officer, not the property owner or neighbor. 3. Equipment Requirements Contractor shall have all equipment, in good working order, needed to comply with all requirements of this contract including, but not limited to, the following: A. Push (walk-behind) Mowers B. Large (riding) Mowers C. Edger(s) D. String Trimmer(s) / Weed Eater(s) E. Leaf Blowers / Vacuums F. Tree and Brush Trimming Equipment (bow saws, shears, hedge cutters, etc.) G. Tree Cutting Equipment (chain saw, etc.) H. Trailers (to haul debris) I. Cleaning Equipment (brooms, scrapers, rakes, etc.) J. Masonry (concrete) Tools / Equipment (masonry drill, masonry drill bits, masonry screws/nails, concrete demolition hammer, etc.) Page 4 of 6 K. Other Equipment / Material (CDX exterior grade plywood or oriented strand board ("OSB") with a minimum one-half ('/2) inch nominal (seven-sixteenths (7/16) inch actual) thickness, one-way screws/fasteners, liquid nails, etc.) 4. Ozone Warninq Days A. All push mowers, weed eaters, or other small engines shall not be used at all. B. No mowing shall be done on the designated Ozone Action Days except in the case of a special event, emergency or removing a liability. If mowing is necessary for such a situation, mowing shall be kept to a minimum. However, the City shall retain the right to determine and notify Contractor of any such special event, emergency or liability. C. Diesel powered mowing equipment shall be allowed to operate on the second day of consecutive Ozone Action Days, if equipment is labeled stating the type of fuel used and Contractor has contacted the City and received permission to proceed with the work order. D. Equipment using reformulated gas shall be allowed to operate on the third day of consecutive Ozone Action Days, if equipment is labeled stating the type of fuel is used and Contractor has contacted the City and received permission to proceed with the work order. 5. Security Requirements A. Contractor shall maintain and abide by the security measures at all locations including locking gates when leaving the work site and replacing fencing if removed by Contractor. B. Contractor shall not enter building(s) at any location(s) for any reason without receiving prior approval from the designated Code Compliance Supervisor or Code Compliance Official/Officer. 6. Protection of Property A. Contractor shall take proper measures to protect all property from damage by the Contractor's work, and in case of any injury or damage resulting from any act or omission on the part of or on behalf of Contractor, Contractor shall restore, at Contractor's own expense, the damaged property to a condition similar or equal to that existing before the damage was done, or Contractor shall make good such injury or damage in an acceptable manner to the City. All damages caused by Contractor which are not repaired or compensated for by Contractor will be repaired or compensated for by the City at the Contractor's expense. All expenses charged by the City for such repair work or compensation shall be deducted from any monies owed to Contractor under any agreement between the City and Contractor. B. Mowing equipment and/or heavy equipment shall not be permitted on properties when, in the opinion of the Contract Administrator, soil and weather conditions are such that the property will be damaged. Any damage caused by mowing equipment and/or heavy equipment shall be addressed by the Contract Administrator. Page 5 of 6 7. Schedule A. Hours of Operation - Contractor shall perform work Monday through Friday and will be required to be available forweekend assignments as necessary, excluding City recognized holidays. B. Contractor must pick up assigned work orders within two business days when the email server is down. All work orders assigned need to be completed within the specified time period: 1 . Five calendar days from date of issue for mowing and clearing lots 2. Five calendar days from date of issue for board ups, unless emergency conditions require immediate attention Work orders not completed on time or within the scope of the specification may result in future work orders or payments being withheld. C. In the event Contractor, does not complete the work order within the required five calendar days of assignment, the City reserves the right to arrange for services from the next Contractor. Contractor's frequent failure to complete the work described herein may result in disqualification of the Contractor and removal from the rotation list. This decision will be made by the City and is final. D. In the event of equipment failure that will extend work order completion past completion date, Contractor must contact the Contract Administrator or department designee. 8. Contractor Rotation Process A. The initial order in which Contractors are placed on the rotation list shall be determined by random drawing. The first Contractor's name drawn shall be the first on the list. The second name drawn shall be second, and so on. B. For each mowing and servicing of vacant properties job, the City will contract the next qualified Contractor on the rotation list. C. The rotation list will be maintained for the duration of the term of any contract and extensions thereof. D. Work orders will be issued by the City for each property that needs services. 9. Contractor Compensation Terms Contractor(s) will be paid according to the compensation terms and established standard service price schedules referenced on Attachment B: Bid/Pricing Schedule of the Service Agreement. Please refer to attachment B of the attached sample Service Agreement for pricing details. Page 6 of 6 ATTACHMENT B: QUOTE/PRICING SCHEDULE By means of this RFQ,the City will secure qualified Contractors agreeing to the following standard service price schedules, established by the City of Corpus Christi: A. Mowing&Clearing-Vacant Lot Rate Table: LOT SIZE 1 2 3 4 5 6 7 1-5,000 5,001- 10,001- 15,001- 20,001- 25,001- Over 30,000 square 10,000 15,000 20,000 25,000 30,000 Square feet feet square feet square feet square feet Square feet square feet Density A $0.013 $0.011 $0.009 $0.007 $0.006 $0.005 To be bid out Density B $0.017 $0.015 $0.013 $0.011 $0.009 $0.007 To be bid out Density C $0.025 $0.022 $0.019 $0.017 $0.015 $0.012 To be bid out NOTE: If the square footage times the price per square foot is less than or equal to$65.00, then the Contractor will be paid $65.00. For lot sizes over 30,000 square feet,the City will solicit bids from the next three qualified Contractors on the rotation list. All bids shall be submitted on the CLEAN UP FORM and/or the BOARD UP FORM (attached). Of the three, the qualified vendor who submits the lowest bid will be awarded that job. The two qualified vendors who do not win the bid will be returned to the rotation list. Density A: Low density vegetation. Density B: Medium density vegetation and/or light debris. Density C: High density vegetation and/or heavy debris Light Debris: Grass clippings, high weeds (12" or higher), leaves, paper and plastic litter items and discarded textiles of all sorts. Moderate Debris:Trash items including, but not limited to, aluminum or tin cans, toys, bottles, old vessels of all sorts, and household items (e.g. dishes, tableware, pots and pans, etc.) Heavy Debris: Appliances, toilets, furniture,tires, tree trunks, tree limbs and branches. B. Other Services: Service Unit Price Tree Trimming (7 ft. from the ground and 13 ft. over the street) $35.00 each Tree Removal $85.00 each Debris Disposal (construction material/brush/furniture/bulky items) $47.10 per ton Concrete Disposal (slab/rubber) $19.81 per ton Securing Structures (Board ups)with contractor provided list $55.00 each opening Disposal fee $10.00 per work order Improper Set Out Fee/Too Early Set Out $50.00 per work order NOTE: The city reserves the right to change the rates listed above based on changes to fees for disposal of items at the landfill or other conditions that may warrant price changes. Page 1 of 1 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $1 ,000,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. 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 Page 1 of 3 workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. Page 2 of 3 G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2019 Insurance Requirements Ins. Req. Exhibit 4-113 Contracts for General Services - Services Performed Onsite 04/26/2019 Risk Management - Legal Dept. BOND REQUIREMENTS: No bonds are required, therefore, Section 5 Insurance; Bonds subsection 5(B), is hereby void. Page 3 of 3 ATTACHMENT D: WARRANTY REQUIREMENTS No product warranty is required therefore Section 8, Warranty Requirements subsections 8(A)and (B) are hereby void. Page 1 of 1 Attachment E - Federal Requirements FEDERAL REQUIRMENTS TABLE OF CONTENTS Section No. Title FR-01 Breach of Contract Terms FR-02 Termination of Contract FR-03 Equal Employment Opportunity FR-04 Access to Records and Record Retention FR-05 Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion FR-06 Lobbying and Influencing Federal Employees FR-07 Conflict of Interest FR-08 Economic Opportunities for Low and Very-Low Income Persons FR-09 Accessibility Section 504 Compliance 1 Work under this contract will be funded and operate in accordance with HUD's Community Development Block Grant regulations and guidelines and all local, State, and Federal requirements and laws. Reference: Title 24, Chapter 570 FEDERAL REQUIREMENTS:-FR-01 BREACH OF CONTRACT TERMS Any violation or breach of terms of this contract on the part of the contractor or their subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. A breach of the contract clauses in 24 CFR 85.36(1)(1) may be grounds for termination of the contract and for debarment as a contractor as provided in 24 CFR 85.35. FEDERAL REQUIREMENTS: FR-02 TERMINATION OF CONTRACT a. The City may, by written notice, terminate this contract in whole or in part at any time, either for the City's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the City. b. If the termination is for the convenience of the City, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. c. If the termination is due to failure to fulfill the contractor's obligations, the City may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the City for any additional cost occasioned to the City thereby. d. If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the City. In such event, adjustment in the contract price shall be made as provided in this clause. e. The rights and remedies of the City provided in this clause are in addition to any other rights and remedies provided by law or under this contract. Reference: 24 CFR 85.36(1)(2) FEDERAL REQUIREMENTS: FR-03 EQUAL EMPLOYMENT OPPORTUNITY - Executive Order 11246 as amended, 41 CFR PART 60-1.4(b) During the performance of this contract, the contractor agrees as follows: 1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are 2 employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3. The contractor will send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representatives of the contractor's commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, as amended, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedure authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provision, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States. [Sec. 202 amended by EO 11375 of Oct 13, 1967, 32 FR 14303, 3 CFR, 1966-1970 Comp., p. 684. EO 12086 of Oct 5, 1978, 43 FR 46501, 3 CFR, 1978 Comp., p. 230] SEC. 203.Each contractor having a contract containing the provisions prescribed in Section 202 shall file, and shalt cause each of his subcontractors to file, Compliance Reports with the contracting agency or the Secretary of Labor as may be directed. Compliance Reports shall be filed within such times and shall contain such information as to the practices, policies, programs, and employment policies, programs, and employment statistics of the contractor and each subcontractor, and shall be in such form, as the Secretary of Labor may prescribe. Contractors or subcontractors may be required to state whether they have participated in any previous contract subject to the provisions of this Order, or any preceding similar Executive order, and in that event to submit, on behalf of themselves and their proposed subcontractors, Compliance Reports prior to or as an 3 initial part of their bid or negotiation of a contract. Whenever the contractor or subcontractor has a collective bargaining agreement or other contract or understanding with a labor union or an agency referring workers or providing or supervising apprenticeship or training for such workers, the Compliance Report shall include such information as to such labor union's or agency's practices and policies affecting compliance as the Secretary of Labor may prescribe: Provided, That to the extent such information is within the exclusive possession of a labor union or an agency referring workers or providing or supervising apprenticeship or training and such labor union or agency shall refuse to furnish such information to the contractor, the contractor shall so certify to the Secretary of Labor as part of its Compliance Report and shall set forth what efforts he has made to obtain such information. The Secretary of Labor may direct that any contractor or subcontractor shall submit, as part of his/her Compliance Report, a statement in writing, signed by an authorized officer or agent on behalf of any labor union or any agency referring workers or providing or supervising apprenticeship or other training, with which the contractor deals, with supporting information, to the effect that the signer's practices and policies do not discriminate on the grounds of race, color, religion, sex or national origin, and that the signer either will affirmatively cooperate in the implementation of the policy and provisions of this Order or that it consents and agrees that recruitment, employment, and the terms and conditions of employment under the proposed contract shall be in accordance with the purposes and provisions of the order. In the event that the union, or the agency shall refuse to execute such a statement, the Compliance Report shall so certify and set forth what efforts have been made to secure such a statement and such additional factual material as the Secretary of Labor may require. [Sec. 203 amended by EO 11375 of Oct. 13, 1967, 32 FR 14303, 3 CFR, 1966-1970 Comp., p. 684; EO 12086 of Oct. 5, 1978,43 FR 46501, 3 CFR, 1978 Comp., p.230 Reference:Executive Order 11246 & Title 41 CFR Part 60-1.4 FEDERAL REQUIREMENTS: FR-04 ACCESS TO RECORDS AND RECORD RETENTION The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, HUD and the Comptroller General of the United States or any of their duly authorized representative's access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. Reference: 24 CFR 85.36(1) FEDERAL REQUIREMENTS: FR-05 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION The Contractor certifies, by acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Reference: 24 CFR 85.35 4 FEDERAL REQUIREMENTS: FR-06 LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (1) No Federal appropriated funds shall be paid, by or on behalf of the contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of any Federal grant and the amendment or modification of any Federal grant. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal grant, the contractor shall complete and submit Standard Form-LLL, "Disclosure of Lobby Activities," in accordance with its instructions. Reference: Title 24 CFR part 87, Appendix A FEDERAL REQUIREMENTS: FR-07 CONFLICT OF INTEREST No employee, agent, consultant, officer, elected official or appointed official of the city or county grant recipient or any of its sub-recipients (sub-grantees) receiving CDBG funds who exercise or have exercised any functions or responsibilities with respect to CDBG activities who are in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from the activity or have an interest or benefit from the activity or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds there under, either for themselves or those with whom that have family or business ties, during their tenure or for one year thereafter, in accordance with 24 CFR Part 570.489(h). Reference: 24 CFR Part 570.489(h). FEDERAL REQUIREMENTS: FR-08 ECONOMIC OPPORTUNITIES FOR LOW AND VERY-LOW INCOME PERSONS Section 3 Clause. Housing and Urban Development Act of 1968 All section 3 covered contracts shall include the following clause (referred to as the section 3 clause): The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. The contractor agrees to send to each labor organization or representative of workers with which the contractor 5 has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). Contractor shall complete the required Section 3 report Form 60002, included as Exhibit 5C of the CDBG Grant Management Handbook and submit the completed form to the city/ county grant recipient with the final construction pay estimate for the project. Reference: 24 CFR 570.200, 24 CFR part 135 and 24 CFR 570.607(b) FEDERAL REQUIREMENTS: FR-09 ACCESSIBILITY SECTION 504 COMPLIANCE CDBG regulations require adherence to the following regulations: Americans with Disabilities Act (ADA) removal of architectural and communications barriers. Section 504 of the Rehabilitation Act of 1973 prohibits discrimination in Federally assisted programs on the basis of disability. Reference: 24 CFR Part 135 6 CITY OF CORPUS CHRISTI - DISCLOSURE OF INTERESTS 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 the definitions for the Disclosure of Interest in Section II - General Information. COMPANY NAME: P. O. BOX: STREET ADDRESS: CITY: ZIP: FIRM IS: 1. Corporation 2. Partnership F-13. Sole Owner ❑ 4. Association H5. 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) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 7 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying Date: Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. 8 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. 9 CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS,GRANTS,LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or an employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract,grant,loan,or cooperative agreement. (2)If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with this federal contract, grant, loan, or cooperative agreement,the undersigned shall complete and submit with this a Standard Form-11,"Disclosure Form to Report Lobbying,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature Date Print Name of Authorized Individual Organization Name 10 �' . ALL a Housing and Community Development Department Community Development Block Grants U.S.Department of Housing and Urban Development Debarment and Suspension Certification Title 2: Subtitle A-Chapter 1 -Part 180- (a) Recipients and Subrecipients shall comply with the government wide no procurement debarment and suspension requirements in 2 CFR part 180. These government wide requirements restrict sub- awards and contracts with certain parties that are debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities. I certified by signing below, that I am in compliance with Title 2 Housing and Urban Development, Debarment and Suspension requirements in 2 CFR part 182, and I am not debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs or activities. I am also responsible for my subcontractor's compliance with Debarment& Suspension federal regulations. Contractor Signature/or Authorized Official: Date: Title: Company: 11 CONTRACTOR/SUBCONTRACTOR SECTION 3 COMPLIANCE PLAN The Housing and Community Development Name of Project The undersigned Contractor/Subcontractor for the project identified above hereby agrees to implement, at a minimum, the following steps directed at increasing the utilization of Section 3 residents and Section 3 business concerns in accordance with 24 CFR Subpart A Part 135.1. 1. To attempt to recruit from within the project area Section 3 residents through local advertising media and signs placed at the proposed site for the project, community organizations, and public or private institutions operating within or serving the projectarea. 2. To seek the assistance,where necessary, in implementing a Section 3 compliance plan. 3. To maintain a list of all Section 3 area residents who have made application for employment either on their own or on referral from any source and to employ such persons if eligible and if a vacancy exists. 4. To maintain and provide the information requested during the closeoutreport. 5. In the case of a general contractor, to insure that all Section 3 business concerns within the project area are notified of pending sub-contractual opportunities. 6. To maintain records, including copies of correspondence, memoranda, etc., which document all the steps taken to recruit Section 3 residents and Section 3 subcontractors from within the project area. As officers and representatives of Name of Contractor/Subcontractor We, the undersigned, have read and fully agree to this Section 3 Compliance Plan and become party to the full implementation of this program. Print Name Title Signature Date 12 CITY OF CORPUS CHRISTI,TEXAS SUMMARY OF APPROPRIATIONS AND EXPENDITURES AS OF September 30,2020 Run:08/21/2020 at 11:52 AM 1059-CDBG Grants Expenditures(Includes Expenditures(Current Project Description Budget Beginning Balance) Year Only) Encumbrance Unencumbered 619001F CV-ESG Hope House 401,550.00 12,834.10 12,834.10 0.00 388,715.90 619002F CV-ESG Salvation Army 401,550.00 0.00 0.00 0.00 401,550.00 651901 F CV-Corpus Christi Hope House 500,000.00 6,000.54 6,000.54 0.00 493,999.46 651902F CV-The Salvation Army 500,000.00 0.00 0.00 0.00 500,000.00 651903F CV-Quarantine Motel VP 300,000.00 0.00 0.00 0.00 300,000.00 651904F CV-Senior Care Meals 322,820.00 0.00 0.00 0.00 322,820.00 819145F Endeavors 58,406.56 45,740.25 21,456.16 0.00 12,666.31 820141F ESG-Administrative Cost-FY 16,105.00 14,845.46 14,788.10 0.00 1,259.54 820142F CC Hope House-FY20 70,962.00 66,369.73 66,369.73 0.00 4,592.27 820143F CC Salvation Army- FY20 100,000.00 89,230.00 89,230.00 0.00 10,770.00 820144F Endeavors of Corpus Christi 40,000.00 0.00 0.00 0.00 40,000.00 851701F CDBG Admin 16-17 441,440.74 441,440.74 589.94 0.00 0.00 851801F CDBG Admin 17-18 320,908.14 320.782.65 15.531.58 63.49 62.00 851802F Rehab Services 612,761.73 612,761.73 5,605.66 0.00 0.00 85181OF Clearance Program 22,836.00 22,643.29 0.00 0.00 192.71 851810L Clearance Program 104,008.23 99,309.34 0.00 0.00 4,698.89 851901F CDBG Admin FY19 342,000.00 336,127.23 20,581.46 4,164.64 1,708.13 851902F HCD Rehab Services FY19 677,000.00 675,178.36 78,886.05 706.28 1,115.36 851903F McDonald Library Broadband 224,804.00 214,804.00 197,656.20 1,152.60 8,847.40 851904F Code Enforcement Demolition 66,098.09 66,098.09 57.00 0.00 0.00 851905F Clearance Program FY19 68,635.25 68,635.25 0.00 0.00 0.00 851906F Code Enforcement Staffing 188,046.29 188,046.29 9,184.01 0.00 0.00 851907F Nutrition Ed Svc Center FY19 110,000.00 89.447.30 89.447.30 0.00 20,552.70 851908F Sunnybrook Road Improvements 797,000.00 80,404.75 24,970.00 598,096.85 118,498.40 85191OF Nueces County CAA FY19 41,506.26 41,506.26 7,586.46 0.00 0.00 852001F CDBG Admin FY20 392,970.00 308,494.77 308,494.77 346.65 84,128.58 852002F HCD Rehab Services FY20 597,645.00 473,961.23 473,961.23 0.00 123,683.77 852003F Code Enforcement FY20 302,299.00 244,965.90 244,965.90 0.00 57,333.10 852004F Minor Home Repair Program FY20 340,000.00 278,728.40 278,728.40 0.00 61,271.60 852005F Splash Playground Salinas Park 570,000.00 530.000.00 530.000.00 0.00 40,000.00 852006F Ben Garza Gym Improvements 100,000.00 0.00 0.00 100,000.00 0.00 852007F Human Relations Division 10,000.00 9,996.13 9,996.13 0.00 3.87 852008F Demolition Program 200,000.00 10,955.00 10,955.00 32,187.00 156,858.00 852009F Clearance of Vacant Property 100,000.00 20,747.10 20,747.10 0.00 79,252.90 852011F Corpus Christi Hope House FY20 200,000.00 171,727.02 171,727.02 0.00 28,272.98 TOTAL PROJECT 9,541,352.29 5,541,780.91 2,710,349.84 736,717.51 3,262,853.87 �vs cr �o v NOflPORPY ED xss2 AGENDA MEMORANDUM Action Item for the City Council Meeting of August 25, 2020 DATE: July 29, 2020 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Richard Martinez, Director of Public Works richardm5@cctexas.com (361) 826-3419 Kim Baker, Director of Contracts and Procurement kimb2@cctexas.com (361) 826-3169 Professional Services Contract Lifecycle Curb and Gutter Replacement Program CAPTION: Motion awarding a Professional Services Contract for design and construction administration services for Lifecycle Curb and Gutter Replacement Program to ECMS, LLC of Corpus Christi, TX, for one-year in an amount up to $100,000 with two one-year renewal options to be administratively authorized for a total amount not to exceed $300,000, with projects located Citywide, and with FY 2020 funding available from the Storm Water Capital Reserve Fund. SUMMARY: This motion approves a Professional Services Contract for Lifecycle Curb and Gutter Replacement Program with ECMS, LLC to provide as-needed preparation of plans, specifications, construction administration services. BACKGROUND AND FINDINGS: Currently, Engineering Services has a contract with ECMS, LLC to provide design of Lifecycle Curb and Gutter Replacement Program services for the City. The contract has exhausted its fiscal capacity with 100% assigned project completion. The new contract with ECMS, LLC will provide services for new projects as needed. ECMS, LLC will provide design and construction administration services that includes site investigation, analysis, and recommendations for corrective actions on damaged, rolled, and failed curb and gutter as well as associated pavement repair throughout the City. The Lifecycle Curb and Gutter Replacement Program identifies sections of failed curb and gutter before more extensive repairs are required. The replacement of curb and gutter will reestablish positive drainage where water is directed to stormwater infrastructure.This helps prevent standing water on streets and helps extend useful life of street. Curb replacement shall be designed to exceed a 20-year service life. The services provided by ECMS, LLC will be in conjunction with the Public Works Department in- house pavement rehabilitation project. Additionally, it will address areas of drainage concerns that have been submitted by citizens and investigated by the department. The professional services contract is for a one-year term with two one-year renewal options. Individual task orders will be issued within a not to exceed amount of $100,000 per year. Task orders will be administratively approved. COMPETITIVE SOLICITATION PROCESS ECMS, LLC was selected for the Lifecycle Curb and Gutter Replacement Program in March 2020 under RFQ 2667. Lifecycle Curb and Gutter Replacement Program was one of two projects announced under the Storm Water Category of the RFQ. Five firms submitted for the Lifecycle Curb and Gutter Program. ECMS was the highest ranked firm. The selection committee consisted of representatives from the Street Department and Engineering Services. Firms were ranked based on five factors: 1) experience and qualifications of firm, 2) experience and qualifications of the project manager, 3) project approach and management plan, 4) respondent capacity, and 5) respondent past performance. ALTERNATIVES: Not awarding this contract will result in continued failure of curb and gutter throughout the City including areas requiring curb and gutter replacement considered hazardous to vehicular or pedestrian traffic. An alternative to not awarding this contract would be to solicit design services per individual process which could adversely impact project cost and timeline. FISCAL IMPACT: The fiscal impact for FY2020 is an amount not to exceed $100,000 to be funded through the Storm Water Capital Reserve Fund. FUNDING DETAIL: Fund: Storm Water Capital Reserve (Fund 4532) Mission Elem: Drainage Infrastructure (ME 043) Project No.: Lifecycle Curb and Gutter Replacement Program (#20113A) Account: Outside Consultants (Account #550950) Activity: 20113-A-4532-EXP Amount: $100,000 RECOMMENDATION: Staff recommends approval of this motion to award this Professional Services Contract to ECMS, LLC in the amount of $100,000 for a one-year term with an option to renew for two one-year extensions for a contract total not to exceed $300,000. Services are planned to start in November 2020 with completion in November 2021. LIST OF SUPPORTING DOCUMENTS: Location and Vicinity Map Contract N SCALE: N.T.S. CITYWIDE PROJECT .� a NUECES RAY ° N CORPUS CHR6O N Pm L is°nMo e omen CORPUS CMSR RAY cwesn aee 9 OSO LLtt w mR C FLOUR BLUFF aee m LIGUNA NADRE GULF OF MEXICO LOCATION MAP NOT TO SCALE Project Number: 20113A CITY COUNCIL EXHIBIT City-Wide Lifecycle Curb and Gutter CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF ENGINEERING SERVICES r x i CITYWIDE PROJECT SCALE: N.T.S. i c N �n VICINITY NOT TO SCALE Project Number: 20113A City-Wide Lifecycle Curb and Gutter CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI,TEXAS VONI Replacement DEPARTMENT OF ENGINEERING SERVICES DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF gyUs Go � O H SERVICE AGREEMENT NO. 3041 U CONTRACT FOR PROFESSIONAL SERVICES iNCO RpORp��'O 1$52 FOR PROJECT (No./Name) 20113A— Lifecycle Curb and Gutter 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 ECMS, LLC., 5001 Oakmont Drive, Corpus Christi, Nueces County, Texas 78413, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I — SCOPE OF SERVICES ..............................................................................2 ARTICLE II — QUALITY CONTROL.................................................................................3 ARTICLE III — COMPENSATION.....................................................................................3 ARTICLE IV— TIME AND PERIOD OF SERVICE ...........................................................4 ARTICLE V— OPINIONS OF COST................................................................................5 ARTICLE VI — INSURANCE REQUIREMENTS...............................................................5 ARTICLE VII — INDEMNIFICATION.................................................................................5 ARTICLE VIII —TERMINATION OF AGREEMENT .........................................................6 ARTICLE IX— RIGHT OF REVIEW AND AUDIT.............................................................7 ARTICLE X— OWNER REMEDIES .................................................................................7 ARTICLE XI — CONSULTANT REMEDIES......................................................................8 ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION..................................................8 ARTICLE XIII — MISCELLANEOUS PROVISIONS........................................................10 Contract for Professional Services Page 1 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF ARTICLE I —SCOPE OF SERVICES 1.1 City and Consultant agree that the services provided are properly described in the Scope of Services,which is 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 XII I of this Agreement. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. Consultant will perform the Services in accordance with Exhibit A and with Consultant's response to the Request for Qualifications related to this project, which response is incorporated by reference into this Agreement as if set out here in its entirety. 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 Exhibit A. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. Contract for Professional Services Page 2 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 31d party owners/operators. 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. ARTICLE II —QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance-quality control/constructability reviews(QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE III —COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $100,000. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule with their proposal. 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. Contract for Professional Services Page 3 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 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 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). Contract for Professional Services Page 4 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 4.2 The term of this Agreement will be for a period of one year beginning on the effective date, unless extended by authority of the City Manager or designee. 4.3 The Agreement may be renewed for up two 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. 4.4 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Contracts and Procurement Department. 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. 4.5 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within ten business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.6 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.7 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. ARTICLE V— OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's bestjudgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, Contract for Professional Services Page 5 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF officers, agents, employees, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee")from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. 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 Contract for Professional Services Page 6 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 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. 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 REVIEWAND 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 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 Contract for Professional Services Page 7 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 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 (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 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 30 calendar days of receipt of notice and supporting documentation, City will meet to discuss Contract for Professional Services Page 8 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 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 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 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 30 calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process contained herein. 12.2.2.1 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. 12.2.2.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than 30 or more than 90 calendar days following the date of the request, except upon agreement of both parties. 12.2.2.3 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 30 calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.2.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable,whether in contractor tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 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. Contract for Professional Services Page 9 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 12.5 In case of litigation between the parties, Consultant and City agree that they have knowingly waived and do hereby waive the right to trial by jury and have instead agreed, in the event of any litigation arising out of or connected to this Agreement, to proceed with a trial before the court, unless both parties subsequently agree otherwise in writing. 12.6 No Waiver of Governmental Immunity. This Agreement is to perform a governmental function solely for the public benefit. Nothing in this Agreement 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 orjoint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Provisions Required by Law. Each applicable provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were physically included herein. 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. Contract for Professional Services Page 10 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 13.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form. 13.9 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf—info—forml295.htm. The form mustthen be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at hftps://www.ethics.state.tx.us/legal/ch46.htm1. 13.10 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. 13.11 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 County. 13.13 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.14 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Consultant's Scope of Services, the Consultant's response to the Request for Qualifications related to this project, or in any other document prepared by Consultant and included herein, is in conflict with Articles I-XI I I of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI ECMS, LLC. DocuSigned by: t[l tl ,aA"s 6/2/2020 13Q6494P F2NFE... Michael Rodriguez Date reiix n. vcdnds, Jr., P. E. Date Chief of Staff President 5001 Oakmont Drive Corpus Christi, TX 78413 (361) 549-4576 Office ecms@att.net APPROVED AS TO LEGAL FORM: -DOCUSigned by: �Wt4 �d 6/2/2020 ��u�{ 209F28FOA822443... Assistant City Attorney Date Contract for Professional Services Page 11 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF ATTEST City Secretary Date Contract for Professional Services Page 12 of 12 Revised February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF EXHIBIT "A" CITY OF CORPUS CHRISTI, TEXAS LIFECYCLE CURB & GUTTER REPLACEMENT PROJECT NO. 20113A I. SCOPE OF SERVICES A. BASIC SERVICES For the purpose of this Contract, Preliminary Phase may include Schematic Design and Design Phase services may include Design Development as applicable to Architectural/Engineering services. 1. Preliminary Phase. The Architect/Engineer (A/E), also referred to as Consultant, will: a) Attend Project Kick-off Meeting and distribute meeting minutes to attendees within five working days of the meeting. b) Provide recommended geotechnical investigations scope and coordinate testing with City's geotechnical Consultant. Proposed sites shall be approved by the City Project Manager prior to performing geotechnical investigation. C) Request and review available reports, record drawings, utility maps and other information provided by the City pertaining to the project area. d) Prepare preliminary opinions of probable construction costs for the recommended improvements. e) The AE will participate in discussions with the Operating Department; Development Services and other agencies (such as the Texas Department of Transportation (TXDOT) and Texas Commission of Environmental Quality (TCEQ) as required to satisfactorily complete the Project. Any directions or changes to scope provided by the Operating Department or other agencies shall be reviewed with the City Engineering Department PM prior to including/excluding from the scope of work. City staff will provide electronic copies of the following information (as applicable and requested through the City PM): a) Electronic index and database of City's Record Drawing and record information. b) Record Drawings and record information as available from City Engineering files. b) The preliminary budget, specifying the funds available for construction. C) A copy of existing studies and plans (as available from City Engineering files). d) Copy of Geotechnical Investigation Report. g) Traffic counts. Note: Applicable Master Plans and GIS mapping are available on the City's website. The records provided for A/E's use under this Contract are proprietary, copyrighted, and authorized for use only by A/E, and on/yfor the intended purpose of this project. Any unauthorized use or distribution of the records provided under this Contract is strictly prohibited. EXHIBIT"A" Page 1 of 5 Revised 27 February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 2. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed from the City Project Manager, the A/E will: a) Prepare Construction Documents in City standard format for the work identified in the approved ELR. Construction plans to include improvements or modifications to the street, storm water, water, wastewater, gas, IT, signal, and lighting systems within the Project limits, per the Project scope. Include standard City of Corpus Christi detail sheets and specifications as applicable to the Project. 1. Prepare construction plans in compliance with CPPS using English units on full-size (22" x 34"). 2. Prepare Traffic Control and Construction Sequencing Plans. The TCP will include construction sequencing, typical cross section and construction phasing plan sheets, warning and barricades, as well as standards sheets for barricades, traffic control plan, work zone pavement markings and signage. --- OR--- Provide Traffic Control parameters, sequencing and performance requirements for the Contractors to develop the construction TCP. Provide pollution control measures and BMP layout for the Contractor's Storm Water Pollution Prevention Plan, using the City Standard Notes and BMP Detail Sheets as applicable. 3. Required with the interim plans is: a. Design Submittal Packet Checklist b. Executive Summary of the 60% submittal," which will identify and briefly summarize the Project by distinguishing key elements of the Project, decisions made, outstanding issues, items TBD, Opinion of Probable Construction Costs (OPCC) compared to construction budget and the schedule with changes identified. c. Project Submittal Checklist d. Drawing Review Checklist e. OPCC f. Drawings g. Draft Table of Contents with specification list 4. Initiate 60% submittal discussion with City PM to brief PM on any concerns or issues prior to distribution of 60% submittal. b) Submit three (3) sets of the pre-final plans and bid documents (90% submittal) in electronic and half-size hard copies using City Standards as applicable to City staff for review and approval purposes. Include the 90% estimate of probable construction costs, 90% submittal Executive Summary, Submittal Packet, Project, and Drawing Checklists, responses to previous review comments and the Contract Document Book with in-line Track Changes in red to identify all proposed edits to the City Construction Contracts. C) Participate in Project 90% review meeting. Prepare and distribute meeting meetings to attendees within five working days of the meeting. Assimilate EXHIBIT"A" Page 2 of 5 Revised 27 February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF all review comments, as appropriate, and proceed to the pre-ATA submittal. d) Provide one (1) set of the pre-ATA plans (100% unsealed and unstamped) in electronic and half-size hard copy using City Standards as applicable for City's Pre-ATA review. Include the pre-ATA OPCC and written responses to previous review comments. The pre-ATA (100%) submittal will not include a full distribution and review unless in the opinion of the City Project Manager the questions from the previous review have not been adequately addressed or resolved in the pre-ATA submittal. If this occurs, the PM may request additional distribution, meeting, review and related revisions at no additional cost to the City. See item (1) below. e) Assimilate all pre-ATA comments, as appropriate, and provide one (1) set of the final plans and contract documents (signed and sealed, electronic and half-size hard copy using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the shared intellectual property of the City of Corpus Christi and the Consultant. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re-use of modified plans. f) Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that all submittals accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. Additional revisions or design submittals are required (and within the scope of Consultant's duties under this Contract) if, in the opinion of the City Engineer or designee, Consultant has not adequately addressed City- provided review comments or provided submittals in accordance with City standards. g) Prepare and submit Monthly Status Reports to the Project Manager no later than the last Wednesday of each month with action items developed from monthly progress and review meetings. The City staff will: a) Designate an individual to have responsibility, authority, and control for coordinating activities for the Project. b) Provide the budget for the Project specifying the funds available for the construction contract. C) Provide electronic copy the City's Standard Specifications, Standard Detail sheets, Front End Contract Documents, and forms for required bid documents. 3. Bid Phase. The A/E will: a) Participate in the pre-bid conference to discuss scope of work and to answer scope questions. b) Review all questions concerning the bid documents and prepare any revisions to the plans, specifications, and bid form that are necessary. C) Attend bid opening and assist with the evaluation of bids. d) Assist with the review of the Contractor's Statement of Experience and confirm it meets Contract requirements. EXHIBIT"A" Page 3 of 5 Revised 27 February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF e) For bids over budget, the A/E will confer with City staff and provide and, if necessary, make such revisions to the bid documents as the City staff deems necessary to re-advertise the Project for bids. f) Provide two (2) hard copy sets and one (1) electronic set of conformed drawings and conformed Contract Documents (PDF and original format [CAD/Word/etc.]) to the City. The City staff will: a) Advertise the Project for bidding, maintain the list of prospective bidders, issue any addenda, prepare bid tabulation, and conduct the bid opening. b) Coordinate the review of the bids with the A/E. C) Prepare agenda materials for the City Council concerning bid awards. d) Prepare, review, and provide copies of the Contract for execution between the City and the Contractor. 4. Construction Administration Phase. The A/E will perform contract administration to include the following: a) Participate in pre-construction meeting conference and provide a recommended agenda for critical construction activities and elements impacting the project. b) Review Contractor submittals and operating and maintenance manuals for conformance to Contract Documents. C) If requested by the City, review and interpret field and laboratory tests. d) Provide interpretations and clarifications of the Contract Documents for the Contractor and authorize required changes, which do not affect the Contractor's price and are not contrary to the general interest of the City under the Contract as requested by the Owner's Authorized Representative (OAR). e) Make periodic visits to the site of the Project to confer with the City Project Inspector and Contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the Contract Documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f) Provide interpretations and clarifications of the plans and specifications for the Contractor and recommendations to the City for minor changes which do not affect the Contractor's price and are not contrary to the general interest of the City under the Contract as requested by the OAR g) Attend final inspection with City staff, provide punch list items to the City's Construction Engineers for Contractor completion, and provide the City with a Certificate of Completion for the Project upon successful completion of the Project. h) When requested by the OAR, assist in addressing Request for Information (RFI) submitted by the Contractor. i) Prepare delivery orders for all curb & gutter work as assigned by the Street Department from a list of complaints from the public at EXHIBIT"A" Page 4 of 5 Revised 27 February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF various locations citywide. Investigate the complaint and make a determination of the limits of curb and gutter to be removed and replaced including any affected driveways, sidewalks and ADA ramps; perform a level survey as necessary to insure that the new curb and gutterwill allow positive drainage. Prepare on Excel Sheets the delivery orders indicating the quantities of the various features to be removed and replaced. Prepare a drawing to accompany each delivery order showing the street location and the affected addresses and the dimensions of the features to be removed and replaced. Before construction begins at each location schedule and lead a walkthrough with the Contractor and the City Inspector to show and mark the exact limits of work. During Construction, visit each location at least once to ensure the design is being followed. The City staff will: a) Prepare applications/estimates for payments to Contractor. b) Conduct the final inspection with the Engineer. III. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided, A/E will submit monthly statements for services rendered. The statement will be based upon A/E's estimate (and with City's concurrence) of the proportion of the total services actually completed at the time of billing. City will make prompt monthly payments in response to A/E's monthly statements. Summary of Fees Basic Services Fees Storm Water/ Total Original Contract 1. Preliminary Phase 0 0 2. Design Phase $18,000 $18,000 3. Bid Phase $2,000 $2,000 4. Construction Administration Phase $80,000 $80,000 Subtotal Basic Services Fees $100,000 $100,000 EXHIBIT"A" Page 5 of 5 Revised 27 February 2020 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF +, N o 0 0 0 0 0 0 0 0 0 00 0 0 0 O O O O O M O O O m m m LO CO LO `: O Q 0 0 0 0 0 L O UO CO N CO N co N E o o o d O o' C) U cwt �. Q 0 0 00 0 0 0 0 0 0 0 O 00 O J mE O O O O O O o o cn m 0LO0LO 0O [-- m m m o LO of 111- N 'T 0 It0 rn o a g m O I� M N N O O m613 6111- 6111- 6111- 6111- 6111- 6111- 6111- 60} 60} O W O O 00 O 0 0 0 0 0 0 0 00 O O O O O O O O O m m m O O O O J V O O O O O O O O I- I- I- O O O O O H N Ef3 Ef3 N S M W 61), 61), 61), 61), 61), V Z O O O O O 0 0 0 0 0 0 0 O O O W N o 0 0 o O O O O m m m O o 0 o p M 4) 0 0 0 0 0 0 0 0 � � � O 0 0 0 Z 0 O O 61), 61), O 61), 61), 61), 61), OHO O 0 O LO LO LO LO a a s W O O O O O O O O 0 0 0 00 O O 4) o 0 0 o O o O O m m m O o 0 o V x 0 0 0 0 0 0 0 0 0 0 0 0 W L o 0 o o WLO LO 3 69- V M H LO 0 X 'It 04 ? M U X N � o o 00 O O O O p p p O O O O00 0 E X � o � o 0 O O O O i 0 0 0 O N N ~ ~ ~ Iq LO Iq O Q M W Z Z O O O O f- W) N O r CO 1%- N f- C) CO) CL ++ N M H O M S M 00 N 00 � N U W V U H> E!> EA EA EA EA EA EA EA 40 'r, _ ~ 'E O LU O vj J aS '� N 0 0 0 0 0 0 0 0 0 00 0 00 0 O O O ? N CL > 0 0 0 0 0 0 O O H 1-- O 1- J O - z N O N (D N M o J _ _ _ _ _ _ Q U U EfJ EA EA EA EA EA Z a .� w 0 0 00 0 0 0 0 0 0 Q 0 O O O W CO (5 �j O O O O O O O9 m m m 0 O O O W L t o 0 0 0 0 0 0 0 0 I- I- I- 0 0 0 0 = U 15 Z6ov o � � o V), CN � CN 0 CN CNo _ _ _ U o QN ZZ °' � w o O O 00 O O O O 0 Do O 00 O m 0 0 o 0 0 o O o o O m m m O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 cn Z 0 0 0 0 0 0 0 0 0 = W i g Q � w a) Q. a� w c� o vi CO WW .co - U) vi N � O w o N � a acu 0 cu COni ° � ai N W � � o � cn a c o � Q � N cu d cn v m a C o ani c6 u- = W cQa Fu E rn a o aoi . 2 0 0 vCO ° vi ami m 0- 0mUcn 0cncn cn mQt— Exhibit B Page 1 of 1 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF EXHIBIT C Insurance Requirements 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. Commercial Broad Form $2,000,000 Aggregate 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) If claims made policy, retro date must 1 Rev 01/20 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF be prior to inception of agreement, have 3-year 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, with the exception of professional liability, which may be on a per claims made basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 Consultant is required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City with the exception of the professional liability/Errors & Omissions policy; 1.6.2 Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.6.3 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non-renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.7 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and 2 Rev 01/20 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 3 Rev 01/20 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology .......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work ....................................................13 Article 12—Change Management ..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period ........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22— Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26—Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29—Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Pagel of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined, terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement - The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment - The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi (City)authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid-The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents - The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements-The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds - Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order - A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. 13. Change Proposal - A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 2 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; C. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim - A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern - Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products, wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; c. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous,toxic, or dangerous waste, substance, or material. 17. Contract - The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents - Those items designated as Contract Documents in the Agreement. 20. Contract Price - The monetary amount stated in the Agreement and as adjusted by Modifications,and increases or decreases in unit price quantities, if any,that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 3 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF b. Achieve Substantial Completion; and c. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team - Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work - The sum of costs incurred for the proper performance of the Work as allowed by Article 15. 25. Defective - When applied to Work, refers to Work that is unsatisfactory, faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 17.12 or 17.13. 26. Designer - The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers, Registered Architects or Registered Landscape Architects qualified to practice their profession in the State of Texas. 27. Drawings - The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract - The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition - The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. 31. Indemnified Costs-All costs, losses,damages,and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 4 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 32. Laws and Regulations; Laws or Regulations-Applicable laws,statutes, rules, regulations, ordinances,codes,and orders of governmental bodies,agencies,authorities,and courts having jurisdiction over the Project. 33. Liens - Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification - Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award-The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed - A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer (the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR - The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees - Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Project Team or OPT - The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use- Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 5 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 45. Resident Project Representative or RPR-The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples - Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values - A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings - All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings,whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications - The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor- An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion - The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions - The part of the Contract that amends or supplements the General Conditions. 56. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data-Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities - All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 6 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 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 similarwords mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms"day"or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 7 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 8 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 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 ARTICLES—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 9 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 5.05 Underground Facilities The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 10 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 9.06 Insurance 9.07 Modifications 9.08 Inspections, Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 11 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual / administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work,or accept the Work under the provisions of Paragraph 16.04,if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual / administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 12 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 13 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 14 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF C. Claims by Contractor that are not received within the time period provided by section 13.02(8) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 15 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 16 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 17 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 18 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF C. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 19 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 20 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 21 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services EXHIBIT D Page 22 of 22 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF SUPPLIER NUMBER TO BE ASSIGNED BY-CTM-- PURCIiASING DIVISION (;ilr `,t r CITY OF CORPUS CHRISTI r C txrpu, DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 1.7112, as amended, requires all persons or firms seeking to do business wim 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: _ L� P.O.BOX: STREET ADDRESS: 5-t5o 1 eDA K M, „j f 0Z CITY: 6a is C.1+R^Ss 1 ZIP: FIRM IS: 1. Corporation ® 2. Partnershipe 3. Sole Owner 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this ppage 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) NIA 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each"board member" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Board,Commission or Committee NIA 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 NIA EXHIBIT"E" Page I of 2 DocuSign Envelope ID:99408DC2-0326-4A60-AA4C-BD8690E40FEF 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 em loyee 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: - '7 P .<2�:JJgt4aS fir. Q Title: PVC-s;de wt (Type or Print) Signature of Certifying Date: kC f ,2-0 cJ Person: ^" DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part- time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers,Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT"E" Page 2 of 2 RFQ 2667 Professional Engineering Services- Lifecycle Curb and Gutter Replacement Procurement Officer:Clarissa Johnson J Schwarz& LJA Lockwood Proposal Evaluation ECMS Hanson Associates Engineering Andrews& Newnam Minimum Qualifications Pass/Fail No outstanding regulatory issues References provided for firm Pass Pass Pass Pass Pass Required forms provided:Disclosure of Interest Form,Business Designation and Ethical Behavior Form Technical Proposal Technical Proposal(100 points) Firm's Experience and Qualifications of Firm(20 Points) Experience and Qualifications of the Project Manager and Key Staff(20 Points) Project Approach/Management Plan(20 Points) Respondent Capacity(20 Points) Respondent Past Performance(20 Points) Total Points 95.0 87.0 87.0 91.3 84.0 Page 1 of 2 SC � 0 o° NCORPO0.P1'0 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 25, 2020 DATE: August 17, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Business Analysis Heatherh3Ca)-cctexas.com 361-826-3227 Approving a transfer of allocation of $3,200,000 from the City's Coronavirus Relief Fund to Nueces County for expenses related to the COVID-19 public health emergency CAPTION: Resolution approving the transfer of allocation of $3,200,000 from the City of Corpus Christi's $17,960,470 Coronavirus Relief Fund established by the CARES Act to Nueces County for expenses related to the prevention, preparation for, and response to the COVID-19 public health emergency. SUMMARY: The City of Corpus Christi received an allocation of up to $17,960,470 from the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act")for Coronavirus Relief Funds (CRF) through the State of Texas. Per Section 1 .7 of the CARES Act, Jurisdictional Cooperation of the Coronavirus Relief Fund Terms and Conditions, a city can yield any portion of its allocated funds to the county within which it exists. This agenda item will yield a portion of the City of Corpus Christi's allocated funds to Nueces County. By doing so, the funds will be deobligated from the City in the eyes of Texas Department of Emergency Management (TDEM), and Nueces County will then be responsible for the proper use and compliance of the funds. BACKGROUND AND FINDINGS: The CARES Act established the Coronavirus Relief Fund (CRF) and appropriated $150 billion to this fund. Under the CARES Act, the CRF is to be used to make payments for specific uses to states and certain local governments. The CARES Act provides that payments from the CRF may only be used to cover costs that: 1 . Are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19); 2. Were not accounted for in the budget most recently approved as of March 27, 2020 (the date of enactment of the CARES Act) for the state or government); and 3. Were incurred during the period that begins on March 1 , 2020 and ends on December 30, 2020. Expenses that qualify under these criteria are then categorized into one of six expense categories: 1 . Medical Expenses, 2. Public Health Expenses, 3. Payroll Expenses for employees whose services are substantially dedicated to mitigating or responding to the COVID-19 public health emergency, 4. Expenses of action to facilitate compliance with COVID-19 related public health measures, 5. Expenses associated to the provision of economic support in connection with the COVID-19 public health emergency, and 6. Any other COVID-19 related expenses reasonably necessary to the function of the government that satisfy the CRF's eligibility criteria The State of Texas included additional regulations to the counties and municipalities that received the allocation through the State, requiring that up to 100% of the funding can be used for categories 1-3 but only up to 25% can be used for categories 4-6. Cities with a population of less than 500,000 located in a county with a population of less than 500,000 were allocated funds for CRF from the CARES Act based on a per capita basis at $55 per person. This equates to a total distribution of up to $17,960,470 for Corpus Christi (326,554 population x$55 per person). County allocations were calculated based on the population in the unincorporated areas of the county. Nueces County has been allocated up to $830,665 (15,103 x $55 per person). The guidance encourages cities and counties to work together to address expenses that cross jurisdictional lines. Nueces County has identified existing and potential allowable COVID-19 related costs in excess of their $830,665 CRF allocation from the State of Texas and has requested for the City of Corpus Christi to transfer a portion of the City's allocation to Nueces County. The amount of the request is $3.2 million which was determined by taking Nueces County's expenses in support of the public health emergency for the five month period from March through July 2020 of $2,013,082 and doubling it in anticipation of expenses for the remaining five months of the year. Nueces County's total estimated expenses of $4,026,164 reduced by the $830,665 that the County was originally allocated by the State of Texas for a total request of $3,195,499 — rounded to $3,200,000. With the $3.2 million allocation to the County and the City's expected costs totaling $10.8 million by December 30, 2020, there is an amount of$3.9 million remaining from the City's $17.9 million allocation for additional assistance and future costs. The City and County will continue to discuss opportunities for assistance and future costs and then decide on a spending plan which may required future Council action. The allocation of funds from the City to the County is allowable under Section 1 .7 of the CARES Act, Jurisdictional Cooperation of the Coronavirus Relief Fund Terms and Conditions, which states that a city can yield any portion of its allocated funds to the county within which it exists. If the City yields any portion of the funds to the Nueces County, the funds will be deobligated from the City and then allocated to the County. The County must spend the funds according to the regulations specified in the CARES Act. ALTERNATIVES: The City could choose not to allocate the requested amount or allocate a lesser amount to the County. FISCAL IMPACT: If the allocation for a portion of the CRF funds is transferred to Nueces County, then the City's allocation of up to $17,960,470 will be reduced to $14,760,470. This also reduces the amount for the 75% and 25% split for reimbursement. Based on the new total of $14,760,470 up to 100% of the amount can be used for expense categories one, two, and three above, and up to 25%, or $3,690,118 can be used for categories four, five, and six. Funding Detail: Fund: 1063 Emergency Management Grant Fund Organization/Activity: 690001 F CARES Act CRF Grant Mission Element: N/A Project # (CIP Only): N/A RECOMMENDATION: City staff recommends approving the transfer of allocation in the amount of $3,200,000 from the City's allocation from the State of Texas of Coronavirus Relief Funds established by the CARES Act to Nueces County for expenses related to the prevention, preparation for, and response to the COVID-19 public health emergency. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution approving a transfer of allocation of$3,200,000 from the City of Corpus Christi's $17,960,470 Coronavirus Relief Fund, established by the CARES Act, to Nueces County for expenses related to the prevention, preparation for, and response to the COVID-19 public health emergency. WHEREAS, the federal Coronavirus Aid, Relief, and Economic Security (CARES) Act established the Coronavirus Relief Fund (CRF), which fund is administered by the Texas Department of Emergency Management; WHEREAS, the City of Corpus Christi's CRF allocation is up to $17,960,470 for expenses related to the prevention, preparation for, and response to the COVID-19 public health emergency; WHEREAS, the City may yield any portion of its CRF allocation; and WHEREAS, the City desires to approve a transfer of a portion of the City's CRF allocation to Nueces County for qualified county-incurred expenses related to the COVID- 19 public health emergency. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: The City Council approves a transfer allocation of $3,200,000 from the City of Corpus Christi's $17,960,470 Coronavirus Relief Fund, established by the CARES Act, to Nueces County for county-incurred expenses related to the prevention, preparation for, and response to the COVID-19 public health emergency; and further authorizes the City Manager, or his designee, to execute all documents necessary to complete the allocation. PASSED AND APPROVED on the day of , 2020: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Page 1 of 2 Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Page 2 of 2 so �o p A v WoRPORPg4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 25, 2020 DATE: July 27, 2020 TO: Peter Zanoni, City Manager FROM: Judy Villalon, City Treasurer JudyAV(a)CCTexas.com (361) 826-3651 City of Corpus Christi Investment Policy and Investment Strategies CAPTION: Resolution amending and reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for the Fiscal Year 2020-2021 SUMMARY: The Public Funds Investment Act requires an annual review by the governing body of its investment policy and adoption of a written instrument stating that it has reviewed the investment policy and investment strategies. BACKGROUND AND FINDINGS: Under Texas Government Code, Chapter 2256, Subchapter A. Authorized Investments for Governmental Entities, the State of Texas delineates the types of investments and the investment rules that must be followed by governmental entities. This chapter is often referred to as the "Public Funds Investment Act". In accordance with the Public Funds Investment Act, the governing body must approve the City's investment policy annually. Last year, City Council approved the City's Investment Policy and Investment Strategies on November 12, 2019. Style and formatting changes, along with amendments, are being made to the previous fiscal year's 2019-2020 Investment Policy and Investment Strategies document, with such changes and amendments delineated and described below: (a) Under VIII. Authorized Investments, a change has been made on item "2. Fully Federal Deposit Insurance Corporation (FDIC) insured or collateralized depository certificates of deposit of a depository institution that has its main office or a branch in Texas with a maximum maturity of one year." This item has been changed to read, "Fully Federal Deposit Insurance Corporation (FDIC) insured or collateralized depository certificates of deposit of a depository institution that has its main office or a branch in Texas with a maximum maturity of two years." (b) Under VIII. Authorized Investments, a change has been made on item 7. General debt obligations of any U.S. State rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of two years." The item has been changed to read, "General debt obligations of any U.S. States, agencies, counties, cities, and other political subdivisions of any state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years." (c) Under VIII. Authorized Investments, a change has been made to item "9. A1/P1 rated commercial paper with a maximum maturity of 180 days." The item has been changed to read, "Al/P1, or equivalent, rated commercial paper with a maximum maturity of 270 days subject to meeting one of the two stated conditions in Sec. 2256.013." (d) Under IX. Collateralization, a change has been made to Section A, "All collateral shall be held by an independent third-party custodian approved by the City under an executed collateral agreement with the pledging bank. The custodian shall provide a monthly report of the collateral." This item has been changed to read, "All collateral shall be held by independent third-party custodian(s) approved by the City under an executed collateral agreement with the pledging bank. The custodian(s) shall provide a monthly report of the collateral." (e) Under IX. Collateralization, a change has been made to Section A, "2. Municipal debt obligations rated not less than A by a nationally recognized rating agency, or" This item has been changed to read "Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated not less than A by a nationally recognized rating agency, or" (f) Formatting Changes include: 1 . The removal of additional line spacing between subparts. 2. Page number updates on the Table of Contents The City's Investment Committee met on June 25, 2020 and approved the changes to the Investment Policy as presented. The Investment Committee is comprised of the City Manager, Chief Financial Officer, Director of Finance and Business Analysis, Assistant Director of Finance and Business Analysis, and the Director of Management and Budget. Linda Patterson with Patterson & Associates, the City's Investment Advisor, has also reviewed and approved the changes being proposed. ALTERNATIVES: Do not make any changes to the Investment Policy FISCAL IMPACT: N/A Funding Detail: Fund: Organ ization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: City staff recommends approval of the resolution amending and reaffirming the City of Corpus Christi's Investment Policy and Investment Strategy for Fiscal Year 2020-2021 as presented. LIST OF SUPPORTING DOCUMENTS: City of Corpus Christi Investment Policy and Investment Strategy 2020-2021 City of Corpus Christi Investment Policy and Investment Strategy 2020-2021 (Red Line Version) Resolution Resolution amending and reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for fiscal year 2020-2021. WHEREAS, the City of Corpus Christi's Investment Policy and Investment Strategies were first adopted pursuant to Resolution No. 022390 on October 24, 1995; WHEREAS, the Texas Public Funds Investment Act requires the governing body to annually review, amend as necessary, and reaffirm its investment policy and investment strategies; WHEREAS, the Investment Policy and Investment Strategies were previously reviewed and reaffirmed for fiscal year 2019-2020 pursuant to Resolution No. 031925 on November 12, 2019; and WHEREAS, the Investment Policy and Investment Strategies were reviewed for fiscal year 2020-2021 by the Investment Committee on June 25, 2020; recommended by the committee for approval with style and formatting changes, substantive amendments, and an updated issuance date; and are being recommended for reaffirmation by the City Council. Therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council has reviewed the City of Corpus Christi's Investment Policy and Investment Strategies for fiscal year 2020-2021 . A copy of the Investment Policy, which contains the separate Investment Strategies, for fiscal year 2020-2021 is attached to this resolution as Exhibit A and incorporated by reference into this resolution as if set out here in its entirety. Section 2. Style and formatting changes, along with substantive amendments, are being made to the previous fiscal year's Investment Policy and Investment Strategies document, with such changes and amendments delineated and described below: (a) Section VIII, "Authorized Investments," subsection A.2. is changed from a maturity of one year to two years and amended to read as follows: "Fully Federal Deposit Insurance Corporation (FDIC) insured or collateralized depository certificates of deposit of a depository institution that has its main office or a branch in Texas with a maximum maturity of two years." (b) Section VIII, "Authorized Investments," subsection A.7. is changed from a maturity of two years to three years, expanded to include other government units, and amended to read as follows: "General debt obligations of any U.S. States, agencies, counties, cities, and other political subdivisions of any state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years." (c) Section VIII, "Authorized Investments," subsection A.9. is changed from a maturity of 180 days to 270 days, expanded to include equivalent-rated commercial paper in accordance with State law, and amended to read as follows: "A1/P1, or equivalent, rated commercial paper with a maximum maturity of 270 days subject to meeting one of the two stated conditions in Sec. 2256.013." (d) Section IX, "Collateralization," subsection A., second paragraph is changed to pluralize "custodian" and amended to read as follows: "All collateral shall be held by independent third-party custodian(s) approved by the City under an executed collateral agreement with the pledging bank. The custodian(s) shall provide a monthly report of the collateral. The value of pledged securities must be at least 102% of deposits including accrued interest." (e) Section IX, "Collateralization," subsection A.2. is changed to expand allowed obligations of other government units, consistent with the change in Section 2(b) of this resolution, and amended to read as follows: "Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated not less than A by a nationally recognized rating agency, and" (f) Remove additional line spacing between subparts and revise the page numbers in the Table of Contents. Section 3. With an updated issuance date that coincides with the date this resolution is passed, the City Council approves the City of Corpus Christi's Investment Policy and Investment Strategies for fiscal year 2020-2021 and reaffirms the continuation of the policy and strategies in full force and effect. PASSED AND APPROVED on the day of , 2020: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor City of Corpus Christi Investment Policy and Investment Strategies Adopted August 25, 2020 TABLE OF CONTENTS I. POLICY STATEMENT............................................................................. 1 II. SCOPE................................................................................................. 1 III. PRUDENCE......................................................................................... 2 IV. OBJECTIVES ....................................................................................... 2 V. LEGAL LIMITATIONS AND AUTHORITIES ............................................. 3 VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY .......................... 3 VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS ..... 4 VIII. AUTHORIZED INVESTMENTS ........................................................... 5 IX. COLLATERALIZATION ......................................................................... 7 X. SAFEKEEPING...................................................................................... 8 XI. INTERNAL CONTROLS ........................................................................ 8 XII. REPORTING....................................................................................... 9 XIII. DEPOSITORIES ............................................................................... 10 XIV. AUDITS AND COMPLIANCE WITH LAWS ........................................ 10 XV. INVESTMENT POLICY ADOPTION.................................................... 10 XVI. INVESTMENT STRATEGIES ............................................................. 11 APPENDIX A. RESOLUTION .................................................................................... 12 i CITY OF CORPUS CHRISTI INVESTMENT POLICY AND INVESTMENT STRATEGIES Adopted, August 25, 2020 This Investment Policy ("Policy') sets forth the specific policies and guidelines and general strategy for the investment of funds of the City of Corpus Christi ("City") in order to achieve the City's goals of safety, liquidity, diversification, and yield and to preserve the public trust. This Policy satisfies the statutory requirements of the Public Funds Investment Act, Texas Government Code, Chapter 2256 ("Act") to define and adopt a formal investment policy and strategy and assures compliance with the Act. I. POLICY STATEMENT It is the policy of the City that the administration of its funds and the investment of those funds shall be handled as its highest public trust. Investments shall be made in a manner which will provide maximum security of principal invested through risk management and diversification strategies while meeting the cash flow needs of the City and conforming to all federal, State and local laws, rules and regulations governing the investment of public funds. The receipt of a reasonable yield is secondary to the requirements for safety and liquidity. Earnings from investment will be used in a manner that best serves the interests of the City. II. SCOPE This Policy governs the investment of all funds of the City as reported in the CAFR, except for the following: A. Employee's Retirement Fund, and B. Fireman's Retirement System. With respect to the funds of non-profit corporations that are established by City Council resolution and act on behalf of the City in accordance with State law, this Policy shall prevail in the absence of a specific investment policy adopted by the non-profit corporation. In addition to this Policy, the investment of bond proceeds and other bond funds (including debt and reserve funds) of the City or of a non-profit corporation established by the City and acting on behalf of the City in accordance with State law shall be governed and controlled by their creating ordinance, resolution or trust indenture, including the authorization of eligible investments, and by the provisions of the Internal Revenue Code of 1986, as amended, including all regulations and rulings promulgated thereunder applicable to the issuance of tax- exempt obligations. All funds in the investment portfolio ("Portfolio") of the City are managed as a pooled fund group, referenced in this Policy as the City's Pooled Fund, except the following, which are 1 managed as separately invested assets: A. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow; B. Airport Passenger Facility Charges (PFC); and C. Law Enforcement Seized Assets. III. PRUDENCE The standard of care established by law to be used in the investment process shall be the "prudent person standard" and shall be applied in the context of managing the overall Portfolio, rather than a consideration as to the prudence of a single investment. The standard states that: Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. IV. OBJECTIVES All funds shall be managed and invested with four primary objectives, in order of their priority: A. Safety The preservation and safety of principal is the City's foremost objective. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Authorized investments are chosen for their high credit quality and stability. B. Liquidity The Portfolio shall remain sufficiently liquid, and retain a liquidity buffer, to assure that the City meets all reasonably anticipated expenditures. Investment decisions will be based on anticipated cash flows and only high-credit quality securities will be used for their marketability. C. Yield The Portfolio shall be designed with the objective of attaining a reasonable market yield taking into account the investment risk constraints and liquidity needs of the City. D. Diversification The City will diversify its investments by maturity and market sector in an effort to avoid incurring unreasonable and avoidable market risks. 2 V. LEGAL LIMITATIONS AND AUTHORITIES Specific investment parameters for the investment of public funds in Texas are found in the Act. All investments will be made in accordance with the Act, this Policy, and any applicable financial indentures or trust requirements. VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY All participants in the investment process shall seek to act responsibly as custodians of the public trust. A. City Council The City Council has ultimate fiduciary responsibility for all funds. The City Council is responsible for reviewing and adopting the Policy on no less than an annual basis. The City Council shall receive and review quarterly investment reports, approved by the Investment Committee, from the Investment Officers. B. Investment Committee An Investment Committee shall meet at least quarterly to review and determine operational strategies and to monitor investment results. The Investment Committee shall consist of the City Manager, Chief Financial Officer, Director of Finance & Business Analysis, Assistant Director of Finance & Business Analysis, and Director of Management and Budget. The Investment Committee shall include in its deliberation such topics as: economic outlook, diversification, maturity structure, risk, and performance of the portfolio. At least annually, the Investment Committee shall review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. The Investment Committee shall be responsible for monitoring, reviewing, and making recommendations regarding the Policy to the City Council. The Investment Committee will review quarterly investment reports before submission to the City Council. C. Investment Officers Investment Officers are designated by City Council resolution until such designation is rescinded. The authority to invest City funds and the execution of any documentation necessary is granted to the Investment Officers consisting of the Chief Financial Officer, Director of Finance & Business Analysis, Assistant Director of Finance & Business Analysis, City Treasurer and Investment Analyst. The Investment Officers are responsible for the daily operation of the investment program; shall comply with this Policy, the Act, and all applicable federal, State, and City laws, rules, and regulations; and will provide complete reports to the Investment Committee on a quarterly basis. The Investment Officers will retain all documentation on investment transactions. Each Investment Officer shall attend at least 10 hours of training within 12 months after taking office or designation as an Investment Officer and eight hours of investment training 3 in each succeeding two-year fiscal period. Training must be received from an independent source approved by the City's Investment Committee and must include education in investment controls, security risks, strategy risks, market risks, diversification of the investment portfolio and compliance with the Act. The Investment Officers will avoid any transaction that might impair public confidence in the City. The Investment Officers may not engage in an investment transaction except as provided under the terms of this Policy. In order to ensure quality and capability of investment management, the Investment Officers shall possess sufficient working knowledge of economics and securities markets, as well as the experience and judgment necessary to carry out the responsibilities outlined in this Policy. D. Investment Advisor The City Council may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control. A contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the City Council by ordinance or resolution. E. Ethics and Conflicts of Interest Investment Officers shall comply with the City's Code of Ethics which requires disclosure of financial interests each year. Investment Officers shall refrain from personal business activities that could conflict with proper execution of the investment program or which could impair the ability to make impartial investment decisions. Investment Officers shall disclose to the City Council any material investment decisions and financial interests in institutions that conduct investment or banking transactions with the City. Investment Officers must file a disclosure statement with the Texas Ethics Commission and City Council if: 1. The Investment Officer has a personal business relationship with a business organization offering to engage in an investment transaction with the City (as defined in 2256.005 (i)(1-3)); or 2. The Investment Officer is related within the second degree by affinity or consanguinity, as determined under Chapter 573 of the Texas Government Code, to an individual seeking to transact investment business with the City. VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS All investment transactions shall be made through the financial institutions or broker/dealers approved by the Investment Committee. No investment transactions may be entered into with a brokerage subsidiary of the City's safekeeping bank in order to perfect delivery versus payment (DVP) requirements for trade independence. 4 The Investment Officers will provide each authorized financial institution and broker/dealer a copy of this Policy to ensure that they are familiar with the goals and objectives of the City as required by the Act. Investments shall only be made with those financial institutions or broker/dealers (including money market mutual funds and local government investment pools) which have provided the City with a written certification executed by a qualified representative of the firm acknowledging that the business organization has: A. Received, and thoroughly reviewed the Policy; and B. Implemented reasonable controls and procedures in an effort to preclude investment transactions not authorized by the Policy, except to the extent that this authorization is dependent on an analysis of the makeup of the City's Portfolio or requires an interpretation of subjective investment standards. The Investment Officers will request the Investment Committee authorize the deletion of financial institutions or broker/dealers for: A. Slow response time; B. Inability to compete with other authorized firms; C. Insufficient market information on technical or fundamental expectations based on economic indicators; D. Failed transactions or continuing operations difficulties; or E. Unwillingness to abide by this Policy. VIII. AUTHORIZED INVESTMENTS A. Investments Authorized investments under this Policy shall be limited to the instruments listed below as further described bythe Act. If additional types of securities are approved for investment of public funds by State statute,they will not be eligible for investment by the City until this Policy has been amended and the amended version adopted by the City Council. The City is not required to liquidate investments that were authorized investments at the time of purchase (2256.017). 1. Obligations of the U.S. Government, its agencies and instrumentalities, excluding mortgage backed securities, with a maximum stated maturity of three years [2256.009(x)(1)]. 2. Fully Federal Deposit Insurance Corporation (FDIC) insured or collateralized depository certificates of deposit of a depository institution that has its main office or a branch office in Texas with a maximum maturity of two years (2256.010). 3. Fully collateralized direct repurchase agreements with a defined termination date secured in accordance with this Policy and placed through a primary government 5 securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this State. All repurchase agreement transactions shall be governed in accordance with the Act. The maximum stated maturity shall be one year with the exception of flex repurchase agreements used for bond proceeds capital projects. The flex repurchase agreement transaction shall be matched to the expenditure plan of the bonds (2256.011). 4. AAA, or equivalent, rated local government investment pools defined by the Act and striving to maintain a $1 net asset value and specifically approved for participation by a resolution of the City Council (2256.016). 5. AAA-rated, SEC registered no-load money market mutual funds which strive to maintain a $1 net asset value [2256.014(a)]. 6. Fully FDIC insured or collateralized interest-bearing depository accounts of banks in Texas [2256.009(x)(7)]. 7. General debt obligations of any U.S. states, agencies, counties, cities, and other political subdivisions of any state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years [2256.009(a)(5)]. 8. FDIC insured brokered certificate of deposit securities from a bank in any U.S. state, DVP to the City's safekeeping agent, not to exceed two years to maturity. Before purchase, the Investment Officers must verify the FDIC status of the bank on www.fdic.gov to assure the bank is FDIC insured [2256.010(b)]. 9. A1/131,or equivalent, rated commercial paper with a maximum maturity of 270 days subject to meeting one of the two stated conditions in Sec. 2256.013. (2256.013). 10. Guaranteed investment contracts with a maximum maturity of two years and executed in accordance with the Act (2256.015). 11. Securities lending transactions with primary dealers or banks doing business in Texas in accordance with the Act (2256.0115). B. Competitive Bidding Requirement It is the policy of the City to require competitive bidding for all security purchases and sales, except for: 1. Transactions with money market mutual funds and local government investment pools; 2. Treasury and agency securities purchased at issue; 3. Automatic overnight "sweep" transactions with the city depository; 4. Fully insured certificate of deposit placed in accordance with the Act [2256.010 (b)]; 5. Repurchase agreements; and 6. Guaranteed investment contracts. At least three bids or offers must be solicited for all other transactions involving individual securities. In situations where the exact security is not offered by other dealers, offers on the closest comparable investment may be used to establish a fair market price for the security. Bids for certificates of deposit may be solicited in any manner permitted by the Act. 6 C. DVP Requirement All transactions, excluding local government investment pool and mutual fund transactions, shall be conducted on a DVP basis. IX. COLLATERALIZATION The City requires that all uninsured collected balances plus accrued interest, if any, in depository accounts be secured in accordance with the requirements of the Depository Services Agreement, this Policy, the Public Funds Collateral Act (Texas Government Code, Chapter 2257), and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989. A. Time and Demand Deposit Pledged Collateral Consistent with State law, the City requires all bank time and demand deposits to be federally insured and collateralized above federal insurance coverage with eligible securities. Depository collateral is pledged to and not owned by the City. All collateral shall be held by independent third-party custodian(s) approved by the City under an executed collateral agreement with the pledging bank. The custodian(s) shall provide a monthly report of the collateral. The value of pledged securities must be at least 102% of deposits including accrued interest. Eligible collateral securities shall only include: 1. Obligations of the U.S. Government, its agencies and instrumentalities, including mortgage backed securities and collateralized mortgage obligations passing the Federal Reserve bank test, 2. Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated not less than A by a nationally recognized rating agency, or 3. Letters of credit issued to the City by the Federal Home Loan Bank. The City's Investment Officers reserve the right to accept or reject any form of collateral or enhancement at their sole discretion. Collateralization often requires substitution. The substituted collateral's market value will be calculated and, if its market value is equal to or greater than the required collateral value, the substitution is allowed. Substitutions should be limited to minimize the City's transactional recording requirements. Should the collateral's market value exceed the required amount, the pledging Institution may request approval from an Investment Officer to reduce collateral. Collateral reductions may be permitted only if the City's records indicate that the total collateral market value exceeds the required amount. B. Repurchase Agreements Owned Collateral 7 Collateral under a repurchase agreement is owned by the City (2256.011). It will be held by an independent third-party safekeeping institution approved by the City under an executed Bond Market Master Repurchase Agreement. Securities (collateral) with a market value totaling 102% of the principal and accrued interest of the repurchase agreement is required, and the third-party is responsible for the monitoring and maintaining of collateral and margins daily. Authorized collateral for repurchase agreements will include only: 1. Cash; 2. Obligations of the U.S. Government, its agencies and instrumentalities including mortgage-backed securities and CMO which pass the bank test; or 3. Debt obligations of any U.S. state or U.S. state sub-division rated A or better by at least one nationally recognized rating agency. X. SAFEKEEPING The City shall maintain safekeeping with its banking institution or other banks for the safekeeping of City-owned securities (including those owned under a repurchase agreement or guaranteed investment contract). All collateral must be held in the City's name and must be so reflected on the safekeeping receipts. All security transactions shall be settled on a DVP basis by the safekeeping institution (2256.005). Securities shall not be held in any brokerage account. Securities shall not be bought from the City's depository bank in order to provide perfected DVP. The safekeeping institution shall be required to issue safekeeping receipts listing each specific security, rate, description, maturity, Committee on Uniform Security Identification Procedures (CUSIP) number, and other pertinent information which will be maintained by the Investment Officers. XI. INTERNAL CONTROLS The Investment Officers will maintain controls to regulate the activities of the investment program in accordance with this Policy. The controls shall be designed to prevent loss of funds due to fraud, employee error, misrepresentation by third parties, unanticipated market changes, or imprudent actions. Internal controls deemed most important would include: competitive bidding, control of collusion, separation of duties, safekeeping, delegation of authority, and documentation. In conjunction with the annual financial audit, a compliance audit of management controls on investments and adherence to this Policy shall be performed. A. Cash Flow Forecasting Cash flow analysis and forecasting is designed to protect and sustain cash flow requirements of the City. Executive management of the City will inform the Investment 8 Officers of anticipated cash flows which will be used for cash flow and investment purposes. B. Loss of Rating The Investment Officers shall monitor the credit rating on all authorized investments in the portfolio which require ratings by policy or law. Ratings will be based upon independent information from a nationally recognized rating agency. An investment that requires a minimum rating under the Act does not qualify as an authorized investment during the period the investment does not have the minimum rating. The City shall take all prudent measures that are consistent with this Policy to liquidate an investment that does not have the minimum rating. If any security falls below the minimum rating required by Policy or law, the Investment Officers shall notify the Committee of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within one week after the loss of the required rating (2256.021). C. Monitoring FDIC Coverage The Investment Officers shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered certificates of deposit owned by the City based upon information from the FDIC. If any bank has been acquired or merged with another bank in which brokered certificates of deposit are owned by the City, the Investment Officers shall immediately liquidate any brokered certificate of deposit which places the City above the FDIC insurance level. XII. REPORTING In accordance with the Act (2256.023), not less than quarterly, the Investment Officers shall prepare and submit to the Investment Committee and City Council a written report of investment transactions for all funds covered by the Act and this Policy for the preceding reporting period within a reasonable time after the end of the period. The report must: A. Describe in detail the investment position of the portfolio on the date of the report; B. Be prepared jointly by all Investment Officers of the City; C. Be signed by each Investment Officer of the City; D. Contain a summary statement of each pooled fund group that states the: 1. Beginning market value for the reporting period; 2. Ending market value for the period; and 3. Fully accrued interest for the reporting period; E. State the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; F. State the maturity date of each separately invested asset that has a maturity date; G. State the account or fund or pooled group fund in City for which each individual investment was acquired; and H. State the compliance of the investment portfolio of the City as it relates to: 9 1. The investment strategy expressed in this Policy; and 2. Relevant provisions of Section 2256.023 of the Act. The quarterly reports prepared by the Investment Officers shall be formally reviewed at least annually by an independent auditor, and the result of the review shall be reported to City Council by that auditor. In addition to quarterly reports, the Investment Officers will submit to the Director of Financial Services the following reports on a monthly basis: A. Cash position by bank account; B. Collateral position; and C. Investment transaction. Market prices for market value calculations shall be obtained from nationally recognized securities databases including those provided by the City's depository bank through its safekeeping services and Bloomberg Professional Services. XIII. DEPOSITORIES The City designates one banking institution for banking services through a competitive process at least every five years. Written depository agreements shall be executed before funds are transferred. XIV. AUDITS AND COMPLIANCE WITH LAWS Each banking institution agrees to comply with all federal, State, and local laws, rules, and regulations. The personnel or officers of such institution shall be fully qualified and authorized under federal, State, and local law to perform the services set out under this Policy. Each institution shall permit the Investment Officers to audit, examine, and make excerpts or transcripts from such records of all contracts, invoices, materials, and other data relating to applicable investments. XV. INVESTMENT POLICY ADOPTION The City Council shall review and adopt by resolution its Investment Policy and Investment Strategies not less than annually, and the approving resolution shall designate any changes made to the Policy and Strategies. 10 XVI. INVESTMENT STRATEGIES The City's Investment Portfolio ("Portfolio") will be designed and managed based on projected cash flows to provide for all anticipated and projected cash needs for each fund. The Portfolio is to be managed pro-actively considering ongoing market changes but is essentially a buy-and- hold portfolio. Information on expected expenditures from the executive management of the City will be incorporated into investment decisions. The overall investment program shall be designed and managed with a degree of professionalism worthy of public trust. The investment strategy for funds established after the annual Policy adoption will be managed in accordance with the terms of this Policy and applicable agreements until a specific strategy is reviewed and adopted. A. Pooled Fund Strategy The City's Pooled Fund is an aggregation of City funds which include tax receipts, enterprise revenue, fine and fee revenues, as well as, bond proceeds, grants, gifts, and endowments. The City's Pooled Fund may include funds from various Corporations associated with the City which receive income distributions from their pro-rata share of the full fund group. The City's Pooled Fund is maintained to meet anticipated daily cash needs for City operations, capital projects, and debt service payments. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high-credit quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Limit market and credit risk through diversification; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy. The City's Pooled Fund shall have a maximum dollar-weighted average maturity (WAM) of one year (365 days) designed to meet anticipated cash flow needs. The fund shall be laddered based on cash flow analysis to provide ongoing liquidity for anticipated needs and provide for reasonable extension. A minimum of 15% of the City's Pooled Fund shall be held in cash or cash equivalents for liquidity and no more than 40% may be invested longer than one year. Changes in City cash flows may change percentage representations over time. Unless approved by the Investment Committee, the target percentages specified shall not be exceeded for a temporary period greater than thirty (30) days without the Investment Officers taking corrective action. The risks in the City's Pooled Fund shall be measured quarterly against a risk benchmark designed to mirror the authorized market investments and the City's cash flow requirements. Because this fund is dictated by cash flow needs, the benchmark becomes a measure of risk which reflects the primary market rates matched to the WAM. With a maximum WAM of one year, the risk benchmark is established as the one-year Treasury 11 Bill for the comparable period. The fund should track the risk benchmark but will naturally lag as market interest rates, which adjust daily, move. B. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow Fund Strategy This escrow fund was established pursuant to an escrow agreement dated as of August 29, 2017 with The Bank of New York Mellon Trust Company, N.A. Escrow will be maintained with The Bank of New York Mellon Trust Company, N.A. in investments authorized by the Act and this Policy. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high credit quality investments for which a strong secondary market exists; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Manage market and credit risk through diversification of investments and the requirement of AAA ratings; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy and the escrow agreement. C. Airport Passenger Facility Charges (PFC) Fund Strategy The Airport PFC Fund is revenue comprised of fees imposed as authorized by The Aviation Safety and Capacity Expansion Act of 1190 (Public Law 101-508, Title II, Subtitle B). The revenue is segregated as required by the Passenger Facility Charge Audit Guide for Public Agencies, issued by the Federal Aviation Administration. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high credit quality investments for which a strong secondary market exists; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Manage market and credit risk through diversification of investments and the requirement of AAA ratings; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy and the escrow agreement. D. Law Enforcement Seized Assets Fund Strategy The Law Enforcement Seized Assets Fund is comprised of seized contraband money that, per the Code of Criminal Procedure, Chapter 59, Article 8, may be deposited in an interest- bearing bank account in the jurisdiction of the attorney representing the State until final judgment is rendered concerning the contraband. The objective of this fund is to ensure safety of principal by investing only in a fully FDIC-insured or collateralized interest-bearing depository account of banks in Texas. Since the revenue will only be deposited into this type of investment,there is no liquidity risk, market risk, diversification risk, nor credit risk. 12 City of Corpus Christi Investment Policy and Investment Strategies Adopted August 25, 2020 TABLE OF CONTENTS I. POLICY STATEMENT............................................................................. 1 11. SCOPE................................................................................................. 1 III. PRUDENCE......................................................................................... 2 IV. OBJECTIVES ....................................................................................... 2 V. LEGAL LIMITATIONS AND AUTHORITIES ............................................. 3 VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY .......................... 3 VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS ... 44 VIII. AUTHORIZED INVESTMENTS ........................................................... 5 IX. COLLATERALIZATION ......................................................................... 7 X. SAFEKEEPING...................................................................................... 8 XI. INTERNAL CONTROLS ...................................................................... 88 XII. REPORTING....................................................................................... 9 XIII. DEPOSITORIES ............................................................................... 10 XIV. AUDITS AND COMPLIANCE WITH LAWS ........................................ 10 XV. INVESTMENT POLICY ADOPTION.................................................... 10 XVI. INVESTMENT STRATEGIES ............................................................. 11 APPENDIX A. RESOLUTION .................................................................................... 12 i CITY OF CORPUS CHRISTI INVESTMENT POLICY AND INVESTMENT STRATEGIES Adopted, , August 25, 2020 This Investment Policy ("Policy') sets forth the specific policies and guidelines and general strategy for the investment of funds of the City of Corpus Christi ("City") in order to achieve the City's goals of safety, liquidity, diversification, and yield and to preserve the public trust. This Policy satisfies the statutory requirements of the Public Funds Investment Act, Texas Government Code, Chapter 2256 ("Act") to define and adopt a formal investment policy and strategy and assures compliance with the Act. I. POLICY STATEMENT It is the policy of the City that the administration of its funds and the investment of those funds shall be handled as its highest public trust. Investments shall be made in a manner which will provide maximum security of principal invested through risk management and diversification strategies while meeting the cash flow needs of the City and conforming to all federal, State and local laws, rules and regulations governing the investment of public funds. The receipt of a reasonable yield is secondary to the requirements for safety and liquidity. Earnings from investment will be used in a manner that best serves the interests of the City. II. SCOPE This Policy governs the investment of all funds of the City as reported in the CAFR, except for the following: A. Employee's Retirement Fund, and B. Fireman's Retirement System. With respect to the funds of non-profit corporations that are established by City Council resolution and act on behalf of the City in accordance with State law, this Policy shall prevail in the absence of a specific investment policy adopted by the non-profit corporation. In addition to this Policy, the investment of bond proceeds and other bond funds (including debt and reserve funds) of the City or of a non-profit corporation established by the City and acting on behalf of the City in accordance with State law shall be governed and controlled by their creating ordinance, resolution or trust indenture, including the authorization of eligible investments, and by the provisions of the Internal Revenue Code of 1986, as amended, including all regulations and rulings promulgated thereunder applicable to the issuance of tax- exempt obligations. All funds in the investment portfolio ("Portfolio") of the City are managed as a pooled fund group, referenced in this Policy as the City's Pooled Fund, except the following, which are 1 managed as separately invested assets: A. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow; B. Airport Passenger Facility Charges (PFC); and C. Law Enforcement Seized Assets. III. PRUDENCE The standard of care established by law to be used in the investment process shall be the "prudent person standard" and shall be applied in the context of managing the overall Portfolio, rather than a consideration as to the prudence of a single investment. The standard states that: Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. IV. OBJECTIVES All funds shall be managed and invested with four primary objectives, in order of their priority: A. Safety The preservation and safety of principal is the City's foremost objective. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Authorized investments are chosen for their high credit quality and stability. B. Liquidity The Portfolio shall remain sufficiently liquid, and retain a liquidity buffer, to assure that the City meets all reasonably anticipated expenditures. Investment decisions will be based on anticipated cash flows and only high-credit quality securities will be used for their marketability. C. Yield The Portfolio shall be designed with the objective of attaining a reasonable market yield taking into account the investment risk constraints and liquidity needs of the City. D. Diversification The City will diversify its investments by maturity and market sector in an effort to avoid incurring unreasonable and avoidable market risks. 2 V. LEGAL LIMITATIONS AND AUTHORITIES Specific investment parameters for the investment of public funds in Texas are found in the Act. All investments will be made in accordance with the Act, this Policy, and any applicable financial indentures or trust requirements. VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY All participants in the investment process shall seek to act responsibly as custodians of the public trust. A. City Council The City Council has ultimate fiduciary responsibility for all funds. The City Council is responsible for reviewing and adopting the Policy on no less than an annual basis. The City Council shall receive and review quarterly investment reports, approved by the Investment Committee, from the Investment Officers. B. Investment Committee An Investment Committee shall meet at least quarterly to review and determine operational strategies and to monitor investment results. The Investment Committee shall consist of the City Manager, Chief Financial Officer, Director of Finance & Business Analysis, Assistant Director of Finance & Business Analysis,and Director of Management and Budget. The Investment Committee shall include in its deliberation such topics as: economic outlook, diversification, maturity structure, risk, and performance of the portfolio. At least annually, the Investment Committee shall review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. The Investment Committee shall be responsible for monitoring, reviewing, and making recommendations regarding the Policy to the City Council. The Investment Committee will review quarterly investment reports before submission to the City Council. C. Investment Officers Investment Officers are designated by City Council resolution until such designation is rescinded. The authority to invest City funds and the execution of any documentation necessary is granted to the Investment Officers consisting of the Chief Financial Officer, Director of Finance & Business Analysis, Assistant Director of Finance & Business Analysis, City Treasurer and Investment Analyst. The Investment Officers are responsible for the daily operation of the investment program; shall comply with this Policy, the Act, and all applicable federal, State, and City laws, rules, and regulations; and will provide complete reports to the Investment Committee on a quarterly basis. The Investment Officers will retain all documentation on investment transactions. Each Investment Officer shall attend at least 10 hours of training within 12 months after taking office or designation as an Investment Officer and eight hours of investment training 3 in each succeeding two-year fiscal period. Training must be received from an independent source approved by the City's Investment Committee and must include education in investment controls, security risks, strategy risks, market risks, diversification of the investment portfolio and compliance with the Act. The Investment Officers will avoid any transaction that might impair public confidence in the City. The Investment Officers may not engage in an investment transaction except as provided under the terms of this Policy. In order to ensure quality and capability of investment management, the Investment Officers shall possess sufficient working knowledge of economics and securities markets, as well as the experience and judgment necessary to carry out the responsibilities outlined in this Policy. D. Investment Advisor The City Council may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control. A contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the City Council by ordinance or resolution. E. Ethics and Conflicts of Interest Investment Officers shall comply with the City's Code of Ethics which requires disclosure of financial interests each year. Investment Officers shall refrain from personal business activities that could conflict with proper execution of the investment program or which could impair the ability to make impartial investment decisions. Investment Officers shall disclose to the City Council any material investment decisions and financial interests in institutions that conduct investment or banking transactions with the City. Investment Officers must file a disclosure statement with the Texas Ethics Commission and City Council if: 1. The Investment Officer has a personal business relationship with a business organization offering to engage in an investment transaction with the City (as defined in 2256.005 (i)(1-3)); or 2. The Investment Officer is related within the second degree by affinity or consanguinity, as determined under Chapter 573 of the Texas Government Code, to an individual seeking to transact investment business with the City. VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS All investment transactions shall be made through the financial institutions or broker/dealers approved by the Investment Committee. No investment transactions may be entered into with a brokerage subsidiary of the City's safekeeping bank in order to perfect delivery versus payment (DVP) requirements for trade independence. 4 The Investment Officers will provide each authorized financial institution and broker/dealer a copy of this Policy to ensure that they are familiar with the goals and objectives of the City as required by the Act. Investments shall only be made with those financial institutions or broker/dealers (including money market mutual funds and local government investment pools) which have provided the City with a written certification executed by a qualified representative of the firm acknowledging that the business organization has: A. Received, and thoroughly reviewed the Policy; and B. Implemented reasonable controls and procedures in an effort to preclude investment transactions not authorized by the Policy, except to the extent that this authorization is dependent on an analysis of the makeup of the City's Portfolio or requires an interpretation of subjective investment standards. The Investment Officers will request the Investment Committee authorize the deletion of financial institutions or broker/dealers for: A. Slow response time; B. Inability to compete with other authorized firms; C. Insufficient market information on technical or fundamental expectations based on economic indicators; D. Failed transactions or continuing operations difficulties; or E. Unwillingness to abide by this Policy. VIII. AUTHORIZED INVESTMENTS A. Investments Authorized investments under this Policy shall be limited to the instruments listed below as further described bythe Act. If additional types of securities are approved for investment of public funds by State statute,they will not be eligible for investment by the City until this Policy has been amended and the amended version adopted by the City Council. The City is not required to liquidate investments that were authorized investments at the time of purchase (2256.017). 1. Obligations of the U.S. Government, its agencies and instrumentalities, excluding mortgage backed securities, with a maximum stated maturity of three years [2256.009(x)(1)]. 2. Fully Federal Deposit Insurance Corporation (FDIC) insured or collateralized depository certificates of deposit of a depository institution that has its main office or a branch office in Texas with a maximum maturity of two years (2256.010). 3. Fully collateralized direct repurchase agreements with a defined termination date secured in accordance with this Policy and placed through a primary government 5 securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this State. All repurchase agreement transactions shall be governed in accordance with the Act. The maximum stated maturity shall be one year with the exception of flex repurchase agreements used for bond proceeds capital projects. The flex repurchase agreement transaction shall be matched to the expenditure plan of the bonds (2256.011). 4. AAA, or equivalent, rated local government investment pools defined by the Act and striving to maintain a $1 net asset value and specifically approved for participation by a resolution of the City Council (2256.016). 5. AAA-rated, SEC registered no-load money market mutual funds which strive to maintain a $1 net asset value [2256.014(a)]. 6. Fully FDIC insured or collateralized interest-bearing depository accounts of banks in Texas [2256.009(x)(7)]. 7. General debt obligations of any U.S. states, agencies, counties, cities, and other political subdivisions of any state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years [2256.009(a)(5)]. 8. FDIC insured brokered certificate of deposit securities from a bank in any U.S. state, DVP to the City's safekeeping agent, not to exceed two years to maturity. Before purchase, the Investment Officers must verify the FDIC status of the bank on www.fdic.gov to assure the bank is FDIC insured [2256.010(b)]. 9. A1/131,or equivalent, rated commercial paper with a maximum maturity of 270 days subject to meeting one of the two stated conditions in Sec. 2256.013. (2256.013). 10. Guaranteed investment contracts with a maximum maturity of two years and executed in accordance with the Act (2256.015). 11. Securities lending transactions with primary dealers or banks doing business in Texas in accordance with the Act (2256.0115). B. Competitive Bidding Requirement It is the policy of the City to require competitive bidding for all security purchases and sales, except for: 1. Transactions with money market mutual funds and local government investment pools; 2. Treasury and agency securities purchased at issue; 3. Automatic overnight "sweep" transactions with the city depository; 4. Fully insured certificate of deposit placed in accordance with the Act [2256.010 (b)]; 5. Repurchase agreements; and 6. Guaranteed investment contracts. At least three bids or offers must be solicited for all other transactions involving individual securities. In situations where the exact security is not offered by other dealers, offers on the closest comparable investment may be used to establish a fair market price for the security. Bids for certificates of deposit may be solicited in any manner permitted by the Act. 6 C. DVP Requirement All transactions, excluding local government investment pool and mutual fund transactions, shall be conducted on a DVP basis. IX. COLLATERALIZATION The City requires that all uninsured collected balances plus accrued interest, if any, in depository accounts be secured in accordance with the requirements of the Depository Services Agreement, this Policy, the Public Funds Collateral Act (Texas Government Code, Chapter 2257), and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989. A. Time and Demand Deposit Pledged Collateral Consistent with State law, the City requires all bank time and demand deposits to be federally insured and collateralized above federal insurance coverage with eligible securities. Depository collateral is pledged to and not owned by the City. All collateral shall be held byindependent third-party custodian(s) approved by the City under an executed collateral agreement with the pledging bank. The custodian(s) shall provide a monthly report of the collateral. The value of pledged securities must be at least 102% of deposits including accrued interest. Eligible collateral securities shall only include: 1. Obligations of the U.S. Government, its agencies and instrumentalities, including mortgage backed securities and collateralized mortgage obligations passing the Federal Reserve bank test, 2. Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated not less than A by a nationally recognized rating agency, or 3. Letters of credit issued to the City by the Federal Home Loan Bank. The City's Investment Officers reserve the right to accept or reject any form of collateral or enhancement at their sole discretion. Collateralization often requires substitution. The substituted collateral's market value will be calculated and, if its market value is equal to or greater than the required collateral value, the substitution is allowed. Substitutions should be limited to minimize the City's transactional recording requirements. Should the collateral's market value exceed the required amount, the pledging Institution may request approval from an Investment Officer to reduce collateral. Collateral reductions may be permitted only if the City's records indicate that the total collateral market value exceeds the required amount. B. Repurchase Agreements Owned Collateral 7 Collateral under a repurchase agreement is owned by the City (2256.011). It will be held by an independent third-party safekeeping institution approved by the City under an executed Bond Market Master Repurchase Agreement. Securities (collateral) with a market value totaling 102% of the principal and accrued interest of the repurchase agreement is required, and the third-party is responsible for the monitoring and maintaining of collateral and margins daily. Authorized collateral for repurchase agreements will include only: 1. Cash; 2. Obligations of the U.S. Government, its agencies and instrumentalities including mortgage-backed securities and CMO which pass the bank test; or 3. Debt obligations of any U.S. state or U.S. state sub-division rated A or better by at least one nationally recognized rating agency. X. SAFEKEEPING The City shall maintain safekeeping with its banking institution or other banks for the safekeeping of City-owned securities (including those owned under a repurchase agreement or guaranteed investment contract). All collateral must be held in the City's name and must be so reflected on the safekeeping receipts. All security transactions shall be settled on a DVP basis by the safekeeping institution (2256.005). Securities shall not be held in any brokerage account. Securities shall not be bought from the City's depository bank in order to provide perfected DVP. The safekeeping institution shall be required to issue safekeeping receipts listing each specific security, rate, description, maturity, Committee on Uniform Security Identification Procedures (CUSIP) number, and other pertinent information which will be maintained by the Investment Officers. XI. INTERNAL CONTROLS The Investment Officers will maintain controls to regulate the activities of the investment program in accordance with this Policy. The controls shall be designed to prevent loss of funds due to fraud, employee error, misrepresentation by third parties, unanticipated market changes, or imprudent actions. Internal controls deemed most important would include: competitive bidding, control of collusion, separation of duties, safekeeping, delegation of authority, and documentation. In conjunction with the annual financial audit, a compliance audit of management controls on investments and adherence to this Policy shall be performed. A. Cash Flow Forecasting Cash flow analysis and forecasting is designed to protect and sustain cash flow requirements of the City. Executive management of the City will inform the Investment 8 Officers of anticipated cash flows which will be used for cash flow and investment purposes. B. Loss of Rating The Investment Officers shall monitor the credit rating on all authorized investments in the portfolio which require ratings by policy or law. Ratings will be based upon independent information from a nationally recognized rating agency. An investment that requires a minimum rating under the Act does not qualify as an authorized investment during the period the investment does not have the minimum rating. The City shall take all prudent measures that are consistent with this Policy to liquidate an investment that does not have the minimum rating. If any security falls below the minimum rating required by Policy or law, the Investment Officers shall notify the Committee of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within one week after the loss of the required rating (2256.021). C. Monitoring FDIC Coverage The Investment Officers shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered certificates of deposit owned by the City based upon information from the FDIC. If any bank has been acquired or merged with another bank in which brokered certificates of deposit are owned by the City, the Investment Officers shall immediately liquidate any brokered certificate of deposit which places the City above the FDIC insurance level. XII. REPORTING In accordance with the Act (2256.023), not less than quarterly, the Investment Officers shall prepare and submit to the Investment Committee and City Council a written report of investment transactions for all funds covered by the Act and this Policy for the preceding reporting period within a reasonable time after the end of the period. The report must: A. Describe in detail the investment position of the portfolio on the date of the report; B. Be prepared jointly by all Investment Officers of the City; C. Be signed by each Investment Officer of the City; D. Contain a summary statement of each pooled fund group that states the: 1. Beginning market value for the reporting period; 2. Ending market value for the period; and 3. Fully accrued interest for the reporting period; E. State the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; F. State the maturity date of each separately invested asset that has a maturity date; G. State the account or fund or pooled group fund in City for which each individual investment was acquired; and H. State the compliance of the investment portfolio of the City as it relates to: 9 1. The investment strategy expressed in this Policy; and 2. Relevant provisions of Section 2256.023 of the Act. The quarterly reports prepared by the Investment Officers shall be formally reviewed at least annually by an independent auditor, and the result of the review shall be reported to City Council by that auditor. In addition to quarterly reports, the Investment Officers will submit to the Director of Financial Services the following reports on a monthly basis: A. Cash position by bank account; B. Collateral position; and C. Investment transaction. Market prices for market value calculations shall be obtained from nationally recognized securities databases including those provided by the City's depository bank through its safekeeping services and Bloomberg Professional Services. XIII. DEPOSITORIES The City designates one banking institution for banking services through a competitive process at least every five years. Written depository agreements shall be executed before funds are transferred. XIV. AUDITS AND COMPLIANCE WITH LAWS Each banking institution agrees to comply with all federal, State, and local laws, rules, and regulations. The personnel or officers of such institution shall be fully qualified and authorized under federal, State, and local law to perform the services set out under this Policy. Each institution shall permit the Investment Officers to audit, examine, and make excerpts or transcripts from such records of all contracts, invoices, materials, and other data relating to applicable investments. XV. INVESTMENT POLICY ADOPTION The City Council shall review and adopt by resolution its Investment Policy and Investment Strategies not less than annually, and the approving resolution shall designate any changes made to the Policy and Strategies. 10 XVI. INVESTMENT STRATEGIES The City's Investment Portfolio ("Portfolio") will be designed and managed based on projected cash flows to provide for all anticipated and projected cash needs for each fund. The Portfolio is to be managed pro-actively considering ongoing market changes but is essentially a buy-and- hold portfolio. Information on expected expenditures from the executive management of the City will be incorporated into investment decisions. The overall investment program shall be designed and managed with a degree of professionalism worthy of public trust. The investment strategy for funds established after the annual Policy adoption will be managed in accordance with the terms of this Policy and applicable agreements until a specific strategy is reviewed and adopted. A. Pooled Fund Strategy The City's Pooled Fund is an aggregation of City funds which include tax receipts, enterprise revenue, fine and fee revenues, as well as, bond proceeds, grants, gifts, and endowments. The City's Pooled Fund may include funds from various Corporations associated with the City which receive income distributions from their pro-rata share of the full fund group. The City's Pooled Fund is maintained to meet anticipated daily cash needs for City operations, capital projects, and debt service payments.The objectives of this fund are to: 1. Ensure safety of principal by investing only in high-credit quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Limit market and credit risk through diversification; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy. The City's Pooled Fund shall have a maximum dollar-weighted average maturity (WAM) of one year (365 days) designed to meet anticipated cash flow needs. The fund shall be laddered based on cash flow analysis to provide ongoing liquidity for anticipated needs and provide for reasonable extension. A minimum of 15% of the City's Pooled Fund shall be held in cash or cash equivalents for liquidity and no more than 40% may be invested longer than one year. Changes in City cash flows may change percentage representations over time. Unless approved by the Investment Committee, the target percentages specified shall not be exceeded for a temporary period greater than thirty (30) days without the Investment Officers taking corrective action. The risks in the City's Pooled Fund shall be measured quarterly against a risk benchmark designed to mirror the authorized market investments and the City's cash flow requirements. Because this fund is dictated by cash flow needs, the benchmark becomes a measure of risk which reflects the primary market rates matched to the WAM. With a maximum WAM of one year, the risk benchmark is established as the one-year Treasury 11 Bill for the comparable period. The fund should track the risk benchmark but will naturally lag as market interest rates, which adjust daily, move. B. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow Fund Strategy This escrow fund was established pursuant to an escrow agreement dated as of August 29, 2017 with The Bank of New York Mellon Trust Company, N.A. Escrow will be maintained with The Bank of New York Mellon Trust Company, N.A. in investments authorized by the Act and this Policy. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high credit quality investments for which a strong secondary market exists; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Manage market and credit risk through diversification of investments and the requirement of AAA ratings; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy and the escrow agreement. C. Airport Passenger Facility Charges (PFC) Fund Strategy The Airport PFC Fund is revenue comprised of fees imposed as authorized by The Aviation Safety and Capacity Expansion Act of 1190 (Public Law 101-508, Title II, Subtitle B). The revenue is segregated as required by the Passenger Facility Charge Audit Guide for Public Agencies, issued by the Federal Aviation Administration. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high credit quality investments for which a strong secondary market exists; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Manage market and credit risk through diversification of investments and the requirement of AAA ratings; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy and the escrow agreement. D. Law Enforcement Seized Assets Fund Strategy The Law Enforcement Seized Assets Fund is comprised of seized contraband money that, per the Code of Criminal Procedure, Chapter 59, Article 8, may be deposited in an interest- bearing bank account in the jurisdiction of the attorney representing the State until final judgment is rendered concerning the contraband. The objective of this fund is to ensure safety of principal by investing only in a fully FDIC-insured or collateralized interest-bearing depository account of banks in Texas. Since the revenue will only be deposited into this type of investment,there is no liquidity risk, market risk, diversification risk, nor credit risk. 12 so �o p A v WoRPORP�g4 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 25, 2020 DATE: July 27, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Business Analysis Heatherh3Ca)-cctexas.com (361) 826-3227 Resolution Authorizing Participation in the TexPool Prime Investment Pool CAPTION: Resolution authorizing enrollment in the TexPool Prime Investment Pool and designating authorized representatives and approving participation agreement. SUMMARY: Motion authorizing enrollment in TexPool Prime, a local government investment pool that is authorized under the Public Funds Investment Act and the City of Corpus Christi's Investment Policy and Investment Strategy. BACKGROUND AND FINDINGS: The Investment Policy and Investment Strategy of City of Corpus Christi includes Local Government Investment Pools, defined by the Public Funds Investment Act, as an authorized investment option. After an analysis, the Investment Committee recommended the addition of TexPool Prime to our current authorized Local Government Investment Pools. Documents needed for enrollment are the Participation Agreement, Account Setup Form and Resolution Designating Authorized Representatives. The Authorized Representatives, in accordance with the policy, will be: Chief Financial Officer - Constance P. Sanchez, Director of Finance & Business Analysis — Heather Hurlbert, Assistant Director of Finance & Business Analysis — Alma P. Casas, City Treasurer — Judy Villalon and Investment Analyst— Rudy Pena. In addition, Cash Management's Accounting Assistant— Kathy Gonzalez will have inquiry-access only. FISCAL IMPACT: There is no fiscal impact for this item. RECOMMENDATION: It is the recommendation of the Investment Committee to approve the Resolution Authorizing Participation in the TexPool Prime Investment Pool. LIST OF SUPPORTING DOCUMENTS: City of Corpus Christi Investment Policy and Investment Strategy TexPool Investment Pools Participation Agreement Resolution Authorizing Participation in the TexPool Investment Pools and Designating Authorized Representatives TexPool Prime Account Setup Form lik Resolution Authorizing Participation in the TexPool Investment Pools and Designating Authorized Representatives .h- 3 WHEREAS,ICity of Corpus Christi ("Participant')is a local government or state agency of the State of Texas and is empowered to delegate to the public funds investment pools 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 Pools("TexPool/TexPool Prime"), public funds investment pools,were created on behalf of entities whose investment objectives 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 Participant shall enter into a Participation Agreement to establish an account in its name in TexPool/TexPool Prime,for the purpose of transmitting local funds for investment in TexPool/TexPool Prime. B. That the individuals,whose signatures appear in this Resolution,are authorized representatives of the Participant and are each hereby authorized to transmit funds for investment in TexPool/TexPool Prime and are each further authorized to withdraw funds from time to time, to issue letters of instruction,and to take all other actions deemed necessary or appropriate for the investment of local funds. Authorized Representatives of the Participant These individuals will be issued P.I.N. numbers to transact business via telephone with a Participant Service Representative. 1. 1 1 13161 181216131118191 Signature Telephone Number Constance P. Sanchez 1 13 16 I 1 18 18 12 17 13 12 I 0 Printed Name Fax Number Chief Financial Officer I IConstanceP@cctexas.com Title Email 2. 1 I 13 16 1 118 12 1613 12 12 171 Signature Telephone Number Heather Hurlbert I 13 16 I 1 18 18 12 17 13 12 I 0 Printed Name Fax Number Director of Finance & Business Analysis I IHeatherH3@cctexas.com Title Email 3. 1 13161118121613161110f Signature Telephone Number Alma Iris Casas 13 16 I 1 18 18 12 17 13 12 I 0 Printed Name Fax Number Assistant Director of Finance & Business Analysis _J JAlrnaC@cctexas.com Title Email 4. L ..______ 13 16 1 113 12 1613 16 15 1 1I Signature Telephone Number Judy Villalon 1 3161 1 1818121 7 1312101 Printed Name Fax Number City Treasurer IJudyAV@cctexas.com Title Email Form Continues on Next Page 1 of 2 Authorized - . 5. 1 1131611181216131615101 Signature Telephone Number IRodolfo Pena Jr I 13 16 I 1 18 18 12 17 13 12 I 0 Printed Name Fax Number Investment Analyst I IRudyP2@cctexas.com Title Email List the name of the Authorized Representative provided above that will have primary responsibility for performing transactions and receiving confirmations and monthly statements under the Participation Agreement. Oudy Villalon Printed Name In addition and at the option of the Participant,one additional authorized representative can be designated to perform inquiry only of selected informa- tion.This limited representative cannot make deposits or withdrawals. If the Participant desires to designate a representative with inquiry rights only, complete the following information. Kathy Gonzalez I jAccounting Assistant Printed Name Title 13161 1 181216131615131 13161 1 1818121 7 13 12 10 1 IKathyV@cctexas.com Telephone Number Fax Number Email C. That this resolution and its authorization shall continue in full force and effect until amended or revoked by the Participant,and until TexPool/ TexPool Prime 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 2 15 1 day of Lugust , 2 1 0 2 0 . Document is to be signed by your Board President,Mayor or County Judge and attested by your Board Secretary,City Secretary or County Clerk. ,City of Corpus Christi Name of Participant SIGNED: Signature We McComb Printed Name Mayor Title ATTEST- Signature Rebecca Huerta Printed Name City Secretary Title ORIGINAL SIGNATURE AND DOCUMENT REQUIRED TEX-BANK 2 OF 2 TexPool Participant Services Managed and Federated. 1001 Texas Avenue,Suite 1150 • Houston,TX 77002 Serviced by Phone: 1-866-TEXPOOL(839-7665) • Fax:1-866-839-3291 • www.texpool.com G45340-20(7/19) 2019©Federated Investors,Inc. TexPool Investment Pools ( Participation Agreement .h- 3 This participation agreement(the"Agreement") is made and entered into by and between the Comptroller of Public Accounts(the "Comptroller"), acting through the Texas Treasury Safekeeping Trust Company(the"Trust Company"),Trustee of the Texas Local Government Investment Pool (TexPool)and TexPool Prime,(collectively the "TexPool Investment Pools"), and ICity of Corpus Christi I(the"Participant"). WHEREAS,the Interlocal Cooperation Act,TEX GOVT CODE ANN,ch.791 and the Public Funds Investment Act,TEX.GOVT CODE ANN.ch.2256(the "Acts")provide for the creation of a public funds investment pool to which any local government or state agency may delegate, by contract,the authority to hold legal title as custodian and to make investments purchased with local funds; WHEREAS,the Trust Company is a special purpose trust company authorized pursuant to TEX.GOVT CODE ANN. §404.103 to receive, transfer and disburse money and securities belonging to state agencies and local political subdivisions of the state and for which the Comptroller is the sole officer,director and shareholder; WHEREAS,TexPool and TexPool Prime are public funds investment pools,which funds are invested in certain eligible investments as more fully described hereafter; WHEREAS,the Participant has determined that it is authorized to invest in a public funds investment pool created under the Acts and to enter into this Agreement; WHEREAS,the Participant acknowledges that the Trust Company is not responsible for independently verifying the Participant's authority to invest under the Acts or to enter this Agreement; WHEREAS,the Participant acknowledges that the performance of TexPool Investment Pools is not guaranteed by the State of Texas,the Comptroller,or the Trust Company and that there is no secondary source of payment for the TexPool Investment Pools;and WHEREAS, in an effort to ensure the continued availability of an investment pool as a vehicle for investment of local government funds and simultaneously provide for enhancement in services and potential decreases in management and administrative fees, Participant and Trust Company desire to provide in this Agreement that the Trust Company may obtain private professional investment management and related services. NOW THEREFORE,for and in consideration of the mutual promises,covenants and agreements herein contained,the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree with each other as follows: Article 1: Definitions "Account"shall mean any account or accounts,established by the Participant in TexPool Investment Pools in accordance with this Agreement and the Operating Procedures(as defined herein),which Account represents an undivided beneficial ownership in TexPool Investment Pools. "Authorized Investments"shall mean those investments which are authorized by the Investment Act(as herein defined)for investment of public funds. "Authorized Representative(s)of the Participant"shall mean any individual who is authorized to execute documents and take such other necessary actions under this Agreement as evidenced by the duly enacted Resolution of the Participant. "Authorized Representative(s)of the Trust Company"shall mean any employee of the Comptroller or Trust Company who is designated in writing by the Comptroller or the Trust Company's Chief Executive Officer to act as the authorized Trust Company representative for pur- poses of this Agreement and shall include employees of any private entity performing the obligations of the Comptroller under this Agreement. "Board"shall mean the advisory board provided for in the Investment Act(as defined below). "Investment Act"shall mean the Public Funds Investment Act,TEX.GOVT CODE ANN.ch.2256,as amended from time to time. "Investment Policy"shall mean the written TexPool Investment Pools Investment Policies,as amended from time to time, relating to the investment and management of funds in TexPool Investment Pools as established by the Trust Company consistent with the Investment Act. "Letter of Instruction"shall mean a written authorization and direction to the Trust Company signed by an Authorized Representative of the Participant. Form Continues on Next Page 1 of 5 Article 1: D- • • -• "Operating Procedures"shall mean the written procedures established by the Trust Company describing the management and operation of TexPool Investment Pools, and providing for the establishment of,deposits to and withdrawals from the Accounts,as amended from time to time. "Participant"shall mean any entity authorized by the Acts to participate in a public funds investment pool that has executed this Agreement pursuant to a Resolution. "Resolution"shall mean the resolution adopted by the governing body of a local governmental entity authorizing the entity's participation in TexPool Investment Pools and designating persons to serve as Authorized Representatives of the Participant. Article General Section 2.01.TexPool Investment Pools Defined. (a) TexPool Investment Pools are public funds investment pools created pursuant to the Acts. (b) Subject to Section 6.10,the Trust Company agrees to manage the Participant's Account(s)in accordance with the Investment Act and the Investment Policy. Section 2.02. Board. (a) The Board is composed of members appointed pursuant to the requirements of the Investment Act. (b) The Board shall advise the Trust Company on the Investment Policy and on various other matters affecting TexPool Investment Pools, and shall approve fee increases. Section 2.03.General Administration. (a) The Trust Company shall establish and maintain the Investment Policy specifically identifying the Authorized Investments consistent with the Investment Act and the general policy and investment goals for TexPool Investment Pools. (b) The Trust Company shall establish and maintain the Operating Procedures,describing the management and operation of TexPool Investment Pools and providing for procedures to be followed for the establishment of,deposits to, and withdrawals from the Accounts and such other matters as are necessary to carry out the intent of this Agreement. (c) The Trust Company shall have the power to take any action necessary to carry out the purposes of this Agreement,subject to applicable law and the terms of this Agreement. Section 2.04. Ownership Interest. Each Participant shall own an undivided beneficial interest in the assets of TexPool Investment Pools in an amount proportional to the total amount of such Participant's Accounts relative to the total amount of all Participants'Accounts in TexPool Investment Pools,computed on a daily basis. Section 2.05. Independent Audit.TexPool Investment Pools are subject to annual review by an independent auditor consistent with Ch. 2256,TEX GOVT CODE ANN. In addition, reviews of TexPool Investment Pools may be conducted by the State Auditor's Office and the Comptroller's office.The Trust Company may obtain such legal,accounting,financial or other professional services as it deems necessary or appropriate to assist TexPool Investment Pools in meeting its goals and objectives. Section 2.06. Liability.Any liability of the Comptroller,the Comptroller's office,the Trust Company, representatives or agents of the Trust Company,any Comptroller employee,Trust Company or any member of the Board for any loss,damage or claim, including losses from investments and transfers,to the Participant shall be limited to the full extent allowed by applicable laws.The Trust Company's responsibilities hereunder are limited to the management and investment of TexPool Investment Pools and the providing of reports and information herein required. Article III: Participant Requirement Section 3.01.The Participation Agreement.The Participant must execute this Agreement and provide a Resolution authorizing participation in TexPool Investment Pools and designating persons to serve as Authorized Representatives of the Participant and any other documents as are required under,and substantially in the form prescribed by,the Operating Procedures before depositing any funds into TexPool Investment Pools.The Participant must provide an updated Resolution designating Authorized Representatives within 5 business days of the departure of any Authorized Representative of the Participant. Section 3.02.Operating Procedures. (a) The Participant acknowledges receipt of a copy of the Operating Procedures.The Operating Procedures describe in detail the procedures required for the establishment of accounts,deposits to and withdrawals from TexPool Investment Pools,and related information. (b) The Operating Procedures may be modified by the Trust Company as appropriate to remain consistent with established banking practices and capabilities and when such modification is deemed necessary to improve the operation of TexPool Investment Pools. (c) The Participant hereby concurs with and agrees to abide by the Operating Procedures. Form Continues on Next Page 2 of 5 Article IV: Investments Section 4.01. Investments.All monies held in TexPool Investment Pools shall be invested and reinvested by the Trust Company or Authorized Representatives of the Trust Company only in Authorized Investments in accordance with the Agreement,the Investment Policy and the Investment Act. Participant hereby concurs with any such investment so made by the Trust Company.Available funds of TexPool Investment Pools that are uninvested may be held at the Trust Company's account at the Federal Reserve Bank of Dallas,or any designated custodian account,or with a custodian selected by the Trust Company.All investment assets and collateral will be in the possession of the Trust Company and held in its book-entry safekeeping account at the Federal Reserve Bank,any designated custodian account,or with a custodian selected by the Trust Company. Section 4.02. Failed Investment Transaction. In the extraordinary event that a purchase of securities results in a failed settlement,any resulting uninvested funds shall remain in the Trust Company's Federal Bank of Dallas account, any designated custodian account or with a custodian selected by the Trust Company. If an alternative investment can be secured after the failure of the trade to settle,TexPool Investment Pools will receive all the income earnings, including but not limited to,any compensation from the purchaser failing in the trade and the interest income from the alternative investment. Section 4.03. Investment Earnings and Losses Allocation.All interest earnings in TexPool Investment Pools will be valued daily and credited to the Participant's Accounts monthly,on a pro rata allocation basis.All losses, if any, resulting from the investment of monies in TexPool shall also be allocated on a pro rata allocation basis.All earnings and losses will be allocated to the Participant's Accounts in accordance with generally accepted accounting procedures. Section 4.04.Commingling of Accounts. Participant agrees that monies deposited in TexPool and TexPool Prime, may be commingled with all other monies held in TexPool and TexPool Prime, respectively for purposes of common investment and operational efficiency. However,each Participant will have separate Accounts on the books and records of TexPool Investment Pools,as further provided for in the Operating Procedures. Fees,Article V: - Reports Section 5.01. Fees and Expenses.The Participant agrees to pay the amount set forth in the fee schedule. Participant agrees that all fees shall be directly and automatically assessed and charged against the Participant's Accounts.The basic service fee shall be calculated as a reduction in the daily income earned,thus only the net income shall be credited to the Participant's Account. Fees for special services shall be charged to each Participant's account as they are incurred or performed.A schedule of fees shall be provided to the Participant annually. Each Participant will be notified thirty(30)days prior to the effective date of any change in the fee schedule. Section 5.02. Reports.A monthly statement will be mailed to the Participant within the first five(5)business days of the succeeding month.The monthly statement shall include a detailed listing of the balance in the Participant's Accounts as of the date of the statement; all account activity, including deposits and withdrawals;the daily and monthly yield information;and any special fees and expenses charged.Additionally,copies of the Participant's reports in physical or computer form will be maintained for a minimum of three prior fiscal years.All records shall be available for inspection at all reasonable hours of the business day and under reasonable conditions. Section 5.03. Confidentiality.The Trust Company and any private entity acting on behalf of the Trust Company for purposes of this Agreement will maintain the confidentiality of the Participant's Accounts,subject to the Public Information Act,TEX GOV'T CODE ANN. ch.552,as amended. Article VI: Miscellaneous Section 6.01. Notices.Any notices, Letters of Instructions or other information required or permitted to be given hereunder shall be submitted in writing and shall be deemed duly given when deposited in the U.S. mail postage prepaid or successfully transmitted via facsimile addressed to the parties as follows: To the Participant: City of Corpus Christi Attn:Judy Vlllalon� Participant 11201 Leopard St. Address Corpus Christi, Texas 78401 City,State,Zip 131611181216131615111 Telephone Fax Form Continues on Next Page 3 of 5 Article Miscellaneous -. To Trust Company with respect to contractual matters or disputes under this Agreement: Texas Treasury Safekeeping Trust Company Attn:TexPool Investment Pools Rusk State Office Building 208 East 10th Street Austin,TX 78701 Telephone:(512)463-3716 FAX No.:(512)463-0823 To TexPool Investment Pools with respect to operational matters, including enrollment documents; changes to Authorized Representatives; Bank Information Sheets; initiation of deposits or withdrawals of funds; changes to addresses; audit confirmation requests; and account inquiry: TexPool Participant Services C/O Federated Investors Inc. 1001 Texas Ave.,Suite 1150 Houston,TX 77002 Telephone: 1-866-839-7665(1-866-TEX-POOL) FAX No.: 1-866-839-3291 (1-866-TEX-FAX1) The Participant and the Trust Company agree to notify the other of any change affecting this information and agree that unless and until so notified,the other party shall be entitled to rely on the last information provided. Section 6.02.Taxpayer Identification Number.The Participant's taxpayer identification number assigned by the Internal Revenue Service is: 74-6000574 1.The Participant hereby agrees to notify the Trust Company of any change affecting this Taxpayer Identification num er and agrees that unless and until so notifies,the Trust Company shall be entitled to rely on same in providing any and all reports or other information necessary or required by the Federal tax laws as amended from time to time. Section 6.03. Severability. If any provision of this Agreement shall be held or deemed to be in fact illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatsoever. Section 6.04. Execution of Counterparts.This Agreement may be simultaneously executed in several separate counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. Section 6.05.Applicable Law.This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any dispute under this Agreement shall be in Travis County,Texas. Section 6.06.Captions.The captions or headings in this Agreement are for convenience only and in no way defined, limit or describe the scope or intent of any provisions,articles or sections of this Agreement. Section 6.07.Amendments. (a) The Trust Company shall advise the Participant in writing of any amendments to this Agreement no less than 45 days prior to the effective date of such amendment.The Participant may ratify the proposed amendment of this Agreement by letter to the Trust Company. If the Participant elects not to ratify the amendment,the Participant may terminate this Agreement in accordance with Section 6.08. In the event the Participant fails to respond in writing to a notice of amendment prior to the effective date of such amendment,this Agreement shall be deemed amended. (b) The Trust Company may periodically revise the Operating Procedures from time to time as it deems necessary for the efficient operation of TexPool Investment Pools.The Participant will be bound by any amendment to the Operating Procedures with respect to any transaction occurring subsequent to the time such amendment takes effect, provided, however,that no such amendment shall affect the Participant's right to cease to be a Participant. Section 6.08.Termination.This Agreement may be terminated by either party hereto,with or without cause, by tendering 30 days prior written notice in the manner set forth in Section 6.01 hereof. Section 6.09.Term. Unless terminated in accordance with Section 6.08,this Agreement shall be automatically renewed on each anniversary date hereof. Section 6.10.Assignment.The Trust Company may enter into an agreement with a third party investment manager to perform its obligations and service under this Agreement, provided that such third party investment manager shall manage TexPool Investment Pools according to the Investment Act, Investment Policy and in a manner consistent with that directed by the Trust Company.The Trust Company also shall have the right to assign its rights and obligations under the Agreement to a third party investment manager if the Trust Company determines that such assignment is in the best interest of the State and Participants. In the event a successor pool to TexPool or TexPool Prime is deemed by the Trust Company to be in the best interest of the State and the Participant,the Trust Company may take any action it deems necessary to assign its rights and benefits under any third party agreements and transfer the assets from TexPool Investment Pools to any successor pool. Form Continues on Next Page 4 of 5 Article Miscellaneous -. In Witness Whereof,the parties hereto have caused this Agreement to be executed as of the dates set forth below,and the Agreement shall be effective as of the latest such date. TEXAS TREASURY SAFEKEEPING TRUST COMPANY PARTICIPANT: COMPTROLLER OF PUBLIC ACCOUNTS: Signature Signature IJoe McComb I I Printed Name Printed Name IMayor Title Title I Date Date CERTIFICATE OF INCUMBENCY: The preceding signatory is a duly appointed,acting,and qualified officer of the Participant,who, in the capacity set forth above is authorized to execute this Agreement. IN WITNESS WHEREOF, I have duly executed this certificate as of the J day of I 2 1 0 Signature Printed Name I I Title ORIGINAL SIGNATURE AND DOCUMENT REQUIRED TEX-ENROLL 5 OF 5 1-866-TEXPOOL(839-7665) • TexPool.com Managed and ©2020 Federated Hermes,Inc. Se giced by Federated G45340-21 (3/20) Hermes I TexPool Prime Account Setup Form � 018121512101210 h. , I Effective Date* This letter authorizes TexPool Participant Services to copy the account(s)listed below from TexPool to TexPool Prime.All account information including banking instructions will be copied exactly from the existing TexPool accounts. *Required Fields 1. Participant Information (City of Corpus Christi 1 17 18 I 0 17 18 Participant Name* Location Number* 2. Instructions TexPool (449)Account Number(s)to be copied to TexPool Prime(590): 1449/1782400035 I II I 3.Signatures I II I II I Note:This authorization must be executed by two current Authorized Representatives for the Participant as set forth in the fully enacted Resolution of the Participant,which is on file with TexPool Participant Services. As a current Authorized Representative, I certify that the above information is both true and correct. I I I I I I I I I I I Signature of First Authorized Representative* Date* 1AIma Iris Casas 13 16 1 1 1 8 12 1 6I 31 61 110 Printed Name* Telephone Number* Assistant Director of Finance and Business Analysis AlmaC@cctexas.com 1 Title* Email* Signature of Second Authorized Representative* Date* (Judy Villalon 1 13 16 1 1 1 8 12 1 6I 31 61 51 11 Printed Name* Telephone Number* 1City Treasurer I IHeatherH3@cctexas.com 1 Title* Email* 4. Mailing Instructions The completed TexPool Prime Account Setup Form can be faxed to TexPool Participant Services at 1-866-839-3291. Please mail the original form to: TexPool Participant Services 1001 Texas Avenue,Suite 1 150 Houston,TX 77002 ORIGINAL SIGNATURE AND DOCUMENT REQUIRED TEX-BANK 1 OF 1 1-866-TEXPOOL(839-7665) • TexPool.com Managed and ©2020 Federated Hermes,Inc. Serviced ,dbFederated G45340-08(3/20) Hermes City of Corpus Christi Investment Policy and Investment Strategies Adopted August 25, 2020 TABLE OF CONTENTS I. POLICY STATEMENT............................................................................. 1 II. SCOPE................................................................................................. 1 III. PRUDENCE......................................................................................... 2 IV. OBJECTIVES ....................................................................................... 2 V. LEGAL LIMITATIONS AND AUTHORITIES ............................................. 3 VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY .......................... 3 VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS ..... 4 VIII. AUTHORIZED INVESTMENTS ........................................................... 5 IX. COLLATERALIZATION ......................................................................... 7 X. SAFEKEEPING...................................................................................... 8 XI. INTERNAL CONTROLS ........................................................................ 8 XII. REPORTING....................................................................................... 9 XIII. DEPOSITORIES ............................................................................... 10 XIV. AUDITS AND COMPLIANCE WITH LAWS ........................................ 10 XV. INVESTMENT POLICY ADOPTION.................................................... 10 XVI. INVESTMENT STRATEGIES ............................................................. 11 APPENDIX A. RESOLUTION .................................................................................... 12 i CITY OF CORPUS CHRISTI INVESTMENT POLICY AND INVESTMENT STRATEGIES Adopted, August 25, 2020 This Investment Policy ("Policy') sets forth the specific policies and guidelines and general strategy for the investment of funds of the City of Corpus Christi ("City") in order to achieve the City's goals of safety, liquidity, diversification, and yield and to preserve the public trust. This Policy satisfies the statutory requirements of the Public Funds Investment Act, Texas Government Code, Chapter 2256 ("Act") to define and adopt a formal investment policy and strategy and assures compliance with the Act. I. POLICY STATEMENT It is the policy of the City that the administration of its funds and the investment of those funds shall be handled as its highest public trust. Investments shall be made in a manner which will provide maximum security of principal invested through risk management and diversification strategies while meeting the cash flow needs of the City and conforming to all federal, State and local laws, rules and regulations governing the investment of public funds. The receipt of a reasonable yield is secondary to the requirements for safety and liquidity. Earnings from investment will be used in a manner that best serves the interests of the City. II. SCOPE This Policy governs the investment of all funds of the City as reported in the CAFR, except for the following: A. Employee's Retirement Fund, and B. Fireman's Retirement System. With respect to the funds of non-profit corporations that are established by City Council resolution and act on behalf of the City in accordance with State law, this Policy shall prevail in the absence of a specific investment policy adopted by the non-profit corporation. In addition to this Policy, the investment of bond proceeds and other bond funds (including debt and reserve funds) of the City or of a non-profit corporation established by the City and acting on behalf of the City in accordance with State law shall be governed and controlled by their creating ordinance, resolution or trust indenture, including the authorization of eligible investments, and by the provisions of the Internal Revenue Code of 1986, as amended, including all regulations and rulings promulgated thereunder applicable to the issuance of tax- exempt obligations. All funds in the investment portfolio ("Portfolio") of the City are managed as a pooled fund group, referenced in this Policy as the City's Pooled Fund, except the following, which are 1 managed as separately invested assets: A. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow; B. Airport Passenger Facility Charges (PFC); and C. Law Enforcement Seized Assets. III. PRUDENCE The standard of care established by law to be used in the investment process shall be the "prudent person standard" and shall be applied in the context of managing the overall Portfolio, rather than a consideration as to the prudence of a single investment. The standard states that: Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. IV. OBJECTIVES All funds shall be managed and invested with four primary objectives, in order of their priority: A. Safety The preservation and safety of principal is the City's foremost objective. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Authorized investments are chosen for their high credit quality and stability. B. Liquidity The Portfolio shall remain sufficiently liquid, and retain a liquidity buffer, to assure that the City meets all reasonably anticipated expenditures. Investment decisions will be based on anticipated cash flows and only high-credit quality securities will be used for their marketability. C. Yield The Portfolio shall be designed with the objective of attaining a reasonable market yield taking into account the investment risk constraints and liquidity needs of the City. D. Diversification The City will diversify its investments by maturity and market sector in an effort to avoid incurring unreasonable and avoidable market risks. 2 V. LEGAL LIMITATIONS AND AUTHORITIES Specific investment parameters for the investment of public funds in Texas are found in the Act. All investments will be made in accordance with the Act, this Policy, and any applicable financial indentures or trust requirements. VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY All participants in the investment process shall seek to act responsibly as custodians of the public trust. A. City Council The City Council has ultimate fiduciary responsibility for all funds. The City Council is responsible for reviewing and adopting the Policy on no less than an annual basis. The City Council shall receive and review quarterly investment reports, approved by the Investment Committee, from the Investment Officers. B. Investment Committee An Investment Committee shall meet at least quarterly to review and determine operational strategies and to monitor investment results. The Investment Committee shall consist of the City Manager, Chief Financial Officer, Director of Finance & Business Analysis, Assistant Director of Finance & Business Analysis, and Director of Management and Budget. The Investment Committee shall include in its deliberation such topics as: economic outlook, diversification, maturity structure, risk, and performance of the portfolio. At least annually, the Investment Committee shall review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. The Investment Committee shall be responsible for monitoring, reviewing, and making recommendations regarding the Policy to the City Council. The Investment Committee will review quarterly investment reports before submission to the City Council. C. Investment Officers Investment Officers are designated by City Council resolution until such designation is rescinded. The authority to invest City funds and the execution of any documentation necessary is granted to the Investment Officers consisting of the Chief Financial Officer, Director of Finance & Business Analysis, Assistant Director of Finance & Business Analysis, City Treasurer and Investment Analyst. The Investment Officers are responsible for the daily operation of the investment program; shall comply with this Policy, the Act, and all applicable federal, State, and City laws, rules, and regulations; and will provide complete reports to the Investment Committee on a quarterly basis. The Investment Officers will retain all documentation on investment transactions. Each Investment Officer shall attend at least 10 hours of training within 12 months after taking office or designation as an Investment Officer and eight hours of investment training 3 in each succeeding two-year fiscal period. Training must be received from an independent source approved by the City's Investment Committee and must include education in investment controls, security risks, strategy risks, market risks, diversification of the investment portfolio and compliance with the Act. The Investment Officers will avoid any transaction that might impair public confidence in the City. The Investment Officers may not engage in an investment transaction except as provided under the terms of this Policy. In order to ensure quality and capability of investment management, the Investment Officers shall possess sufficient working knowledge of economics and securities markets, as well as the experience and judgment necessary to carry out the responsibilities outlined in this Policy. D. Investment Advisor The City Council may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control. A contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the City Council by ordinance or resolution. E. Ethics and Conflicts of Interest Investment Officers shall comply with the City's Code of Ethics which requires disclosure of financial interests each year. Investment Officers shall refrain from personal business activities that could conflict with proper execution of the investment program or which could impair the ability to make impartial investment decisions. Investment Officers shall disclose to the City Council any material investment decisions and financial interests in institutions that conduct investment or banking transactions with the City. Investment Officers must file a disclosure statement with the Texas Ethics Commission and City Council if: 1. The Investment Officer has a personal business relationship with a business organization offering to engage in an investment transaction with the City (as defined in 2256.005 (i)(1-3)); or 2. The Investment Officer is related within the second degree by affinity or consanguinity, as determined under Chapter 573 of the Texas Government Code, to an individual seeking to transact investment business with the City. VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS All investment transactions shall be made through the financial institutions or broker/dealers approved by the Investment Committee. No investment transactions may be entered into with a brokerage subsidiary of the City's safekeeping bank in order to perfect delivery versus payment (DVP) requirements for trade independence. 4 The Investment Officers will provide each authorized financial institution and broker/dealer a copy of this Policy to ensure that they are familiar with the goals and objectives of the City as required by the Act. Investments shall only be made with those financial institutions or broker/dealers (including money market mutual funds and local government investment pools) which have provided the City with a written certification executed by a qualified representative of the firm acknowledging that the business organization has: A. Received, and thoroughly reviewed the Policy; and B. Implemented reasonable controls and procedures in an effort to preclude investment transactions not authorized by the Policy, except to the extent that this authorization is dependent on an analysis of the makeup of the City's Portfolio or requires an interpretation of subjective investment standards. The Investment Officers will request the Investment Committee authorize the deletion of financial institutions or broker/dealers for: A. Slow response time; B. Inability to compete with other authorized firms; C. Insufficient market information on technical or fundamental expectations based on economic indicators; D. Failed transactions or continuing operations difficulties; or E. Unwillingness to abide by this Policy. VIII. AUTHORIZED INVESTMENTS A. Investments Authorized investments under this Policy shall be limited to the instruments listed below as further described bythe Act. If additional types of securities are approved for investment of public funds by State statute,they will not be eligible for investment by the City until this Policy has been amended and the amended version adopted by the City Council. The City is not required to liquidate investments that were authorized investments at the time of purchase (2256.017). 1. Obligations of the U.S. Government, its agencies and instrumentalities, excluding mortgage backed securities, with a maximum stated maturity of three years [2256.009(x)(1)]. 2. Fully Federal Deposit Insurance Corporation (FDIC) insured or collateralized depository certificates of deposit of a depository institution that has its main office or a branch office in Texas with a maximum maturity of two years (2256.010). 3. Fully collateralized direct repurchase agreements with a defined termination date secured in accordance with this Policy and placed through a primary government 5 securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this State. All repurchase agreement transactions shall be governed in accordance with the Act. The maximum stated maturity shall be one year with the exception of flex repurchase agreements used for bond proceeds capital projects. The flex repurchase agreement transaction shall be matched to the expenditure plan of the bonds (2256.011). 4. AAA, or equivalent, rated local government investment pools defined by the Act and striving to maintain a $1 net asset value and specifically approved for participation by a resolution of the City Council (2256.016). 5. AAA-rated, SEC registered no-load money market mutual funds which strive to maintain a $1 net asset value [2256.014(a)]. 6. Fully FDIC insured or collateralized interest-bearing depository accounts of banks in Texas [2256.009(x)(7)]. 7. General debt obligations of any U.S. states, agencies, counties, cities, and other political subdivisions of any state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years [2256.009(a)(5)]. 8. FDIC insured brokered certificate of deposit securities from a bank in any U.S. state, DVP to the City's safekeeping agent, not to exceed two years to maturity. Before purchase, the Investment Officers must verify the FDIC status of the bank on www.fdic.gov to assure the bank is FDIC insured [2256.010(b)]. 9. A1/131,or equivalent, rated commercial paper with a maximum maturity of 270 days subject to meeting one of the two stated conditions in Sec. 2256.013. (2256.013). 10. Guaranteed investment contracts with a maximum maturity of two years and executed in accordance with the Act (2256.015). 11. Securities lending transactions with primary dealers or banks doing business in Texas in accordance with the Act (2256.0115). B. Competitive Bidding Requirement It is the policy of the City to require competitive bidding for all security purchases and sales, except for: 1. Transactions with money market mutual funds and local government investment pools; 2. Treasury and agency securities purchased at issue; 3. Automatic overnight "sweep" transactions with the city depository; 4. Fully insured certificate of deposit placed in accordance with the Act [2256.010 (b)]; 5. Repurchase agreements; and 6. Guaranteed investment contracts. At least three bids or offers must be solicited for all other transactions involving individual securities. In situations where the exact security is not offered by other dealers, offers on the closest comparable investment may be used to establish a fair market price for the security. Bids for certificates of deposit may be solicited in any manner permitted by the Act. 6 C. DVP Requirement All transactions, excluding local government investment pool and mutual fund transactions, shall be conducted on a DVP basis. IX. COLLATERALIZATION The City requires that all uninsured collected balances plus accrued interest, if any, in depository accounts be secured in accordance with the requirements of the Depository Services Agreement, this Policy, the Public Funds Collateral Act (Texas Government Code, Chapter 2257), and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989. A. Time and Demand Deposit Pledged Collateral Consistent with State law, the City requires all bank time and demand deposits to be federally insured and collateralized above federal insurance coverage with eligible securities. Depository collateral is pledged to and not owned by the City. All collateral shall be held by independent third-party custodian(s) approved by the City under an executed collateral agreement with the pledging bank. The custodian(s) shall provide a monthly report of the collateral. The value of pledged securities must be at least 102% of deposits including accrued interest. Eligible collateral securities shall only include: 1. Obligations of the U.S. Government, its agencies and instrumentalities, including mortgage backed securities and collateralized mortgage obligations passing the Federal Reserve bank test, 2. Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated not less than A by a nationally recognized rating agency, or 3. Letters of credit issued to the City by the Federal Home Loan Bank. The City's Investment Officers reserve the right to accept or reject any form of collateral or enhancement at their sole discretion. Collateralization often requires substitution. The substituted collateral's market value will be calculated and, if its market value is equal to or greater than the required collateral value, the substitution is allowed. Substitutions should be limited to minimize the City's transactional recording requirements. Should the collateral's market value exceed the required amount, the pledging Institution may request approval from an Investment Officer to reduce collateral. Collateral reductions may be permitted only if the City's records indicate that the total collateral market value exceeds the required amount. B. Repurchase Agreements Owned Collateral 7 Collateral under a repurchase agreement is owned by the City (2256.011). It will be held by an independent third-party safekeeping institution approved by the City under an executed Bond Market Master Repurchase Agreement. Securities (collateral) with a market value totaling 102% of the principal and accrued interest of the repurchase agreement is required, and the third-party is responsible for the monitoring and maintaining of collateral and margins daily. Authorized collateral for repurchase agreements will include only: 1. Cash; 2. Obligations of the U.S. Government, its agencies and instrumentalities including mortgage-backed securities and CMO which pass the bank test; or 3. Debt obligations of any U.S. state or U.S. state sub-division rated A or better by at least one nationally recognized rating agency. X. SAFEKEEPING The City shall maintain safekeeping with its banking institution or other banks for the safekeeping of City-owned securities (including those owned under a repurchase agreement or guaranteed investment contract). All collateral must be held in the City's name and must be so reflected on the safekeeping receipts. All security transactions shall be settled on a DVP basis by the safekeeping institution (2256.005). Securities shall not be held in any brokerage account. Securities shall not be bought from the City's depository bank in order to provide perfected DVP. The safekeeping institution shall be required to issue safekeeping receipts listing each specific security, rate, description, maturity, Committee on Uniform Security Identification Procedures (CUSIP) number, and other pertinent information which will be maintained by the Investment Officers. XI. INTERNAL CONTROLS The Investment Officers will maintain controls to regulate the activities of the investment program in accordance with this Policy. The controls shall be designed to prevent loss of funds due to fraud, employee error, misrepresentation by third parties, unanticipated market changes, or imprudent actions. Internal controls deemed most important would include: competitive bidding, control of collusion, separation of duties, safekeeping, delegation of authority, and documentation. In conjunction with the annual financial audit, a compliance audit of management controls on investments and adherence to this Policy shall be performed. A. Cash Flow Forecasting Cash flow analysis and forecasting is designed to protect and sustain cash flow requirements of the City. Executive management of the City will inform the Investment 8 Officers of anticipated cash flows which will be used for cash flow and investment purposes. B. Loss of Rating The Investment Officers shall monitor the credit rating on all authorized investments in the portfolio which require ratings by policy or law. Ratings will be based upon independent information from a nationally recognized rating agency. An investment that requires a minimum rating under the Act does not qualify as an authorized investment during the period the investment does not have the minimum rating. The City shall take all prudent measures that are consistent with this Policy to liquidate an investment that does not have the minimum rating. If any security falls below the minimum rating required by Policy or law, the Investment Officers shall notify the Committee of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within one week after the loss of the required rating (2256.021). C. Monitoring FDIC Coverage The Investment Officers shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered certificates of deposit owned by the City based upon information from the FDIC. If any bank has been acquired or merged with another bank in which brokered certificates of deposit are owned by the City, the Investment Officers shall immediately liquidate any brokered certificate of deposit which places the City above the FDIC insurance level. XII. REPORTING In accordance with the Act (2256.023), not less than quarterly, the Investment Officers shall prepare and submit to the Investment Committee and City Council a written report of investment transactions for all funds covered by the Act and this Policy for the preceding reporting period within a reasonable time after the end of the period. The report must: A. Describe in detail the investment position of the portfolio on the date of the report; B. Be prepared jointly by all Investment Officers of the City; C. Be signed by each Investment Officer of the City; D. Contain a summary statement of each pooled fund group that states the: 1. Beginning market value for the reporting period; 2. Ending market value for the period; and 3. Fully accrued interest for the reporting period; E. State the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; F. State the maturity date of each separately invested asset that has a maturity date; G. State the account or fund or pooled group fund in City for which each individual investment was acquired; and H. State the compliance of the investment portfolio of the City as it relates to: 9 1. The investment strategy expressed in this Policy; and 2. Relevant provisions of Section 2256.023 of the Act. The quarterly reports prepared by the Investment Officers shall be formally reviewed at least annually by an independent auditor, and the result of the review shall be reported to City Council by that auditor. In addition to quarterly reports, the Investment Officers will submit to the Director of Financial Services the following reports on a monthly basis: A. Cash position by bank account; B. Collateral position; and C. Investment transaction. Market prices for market value calculations shall be obtained from nationally recognized securities databases including those provided by the City's depository bank through its safekeeping services and Bloomberg Professional Services. XIII. DEPOSITORIES The City designates one banking institution for banking services through a competitive process at least every five years. Written depository agreements shall be executed before funds are transferred. XIV. AUDITS AND COMPLIANCE WITH LAWS Each banking institution agrees to comply with all federal, State, and local laws, rules, and regulations. The personnel or officers of such institution shall be fully qualified and authorized under federal, State, and local law to perform the services set out under this Policy. Each institution shall permit the Investment Officers to audit, examine, and make excerpts or transcripts from such records of all contracts, invoices, materials, and other data relating to applicable investments. XV. INVESTMENT POLICY ADOPTION The City Council shall review and adopt by resolution its Investment Policy and Investment Strategies not less than annually, and the approving resolution shall designate any changes made to the Policy and Strategies. 10 XVI. INVESTMENT STRATEGIES The City's Investment Portfolio ("Portfolio") will be designed and managed based on projected cash flows to provide for all anticipated and projected cash needs for each fund. The Portfolio is to be managed pro-actively considering ongoing market changes but is essentially a buy-and- hold portfolio. Information on expected expenditures from the executive management of the City will be incorporated into investment decisions. The overall investment program shall be designed and managed with a degree of professionalism worthy of public trust. The investment strategy for funds established after the annual Policy adoption will be managed in accordance with the terms of this Policy and applicable agreements until a specific strategy is reviewed and adopted. A. Pooled Fund Strategy The City's Pooled Fund is an aggregation of City funds which include tax receipts, enterprise revenue, fine and fee revenues, as well as, bond proceeds, grants, gifts, and endowments. The City's Pooled Fund may include funds from various Corporations associated with the City which receive income distributions from their pro-rata share of the full fund group. The City's Pooled Fund is maintained to meet anticipated daily cash needs for City operations, capital projects, and debt service payments. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high-credit quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Limit market and credit risk through diversification; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy. The City's Pooled Fund shall have a maximum dollar-weighted average maturity (WAM) of one year (365 days) designed to meet anticipated cash flow needs. The fund shall be laddered based on cash flow analysis to provide ongoing liquidity for anticipated needs and provide for reasonable extension. A minimum of 15% of the City's Pooled Fund shall be held in cash or cash equivalents for liquidity and no more than 40% may be invested longer than one year. Changes in City cash flows may change percentage representations over time. Unless approved by the Investment Committee, the target percentages specified shall not be exceeded for a temporary period greater than thirty (30) days without the Investment Officers taking corrective action. The risks in the City's Pooled Fund shall be measured quarterly against a risk benchmark designed to mirror the authorized market investments and the City's cash flow requirements. Because this fund is dictated by cash flow needs, the benchmark becomes a measure of risk which reflects the primary market rates matched to the WAM. With a maximum WAM of one year, the risk benchmark is established as the one-year Treasury 11 Bill for the comparable period. The fund should track the risk benchmark but will naturally lag as market interest rates, which adjust daily, move. B. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow Fund Strategy This escrow fund was established pursuant to an escrow agreement dated as of August 29, 2017 with The Bank of New York Mellon Trust Company, N.A. Escrow will be maintained with The Bank of New York Mellon Trust Company, N.A. in investments authorized by the Act and this Policy. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high credit quality investments for which a strong secondary market exists; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Manage market and credit risk through diversification of investments and the requirement of AAA ratings; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy and the escrow agreement. C. Airport Passenger Facility Charges (PFC) Fund Strategy The Airport PFC Fund is revenue comprised of fees imposed as authorized by The Aviation Safety and Capacity Expansion Act of 1190 (Public Law 101-508, Title II, Subtitle B). The revenue is segregated as required by the Passenger Facility Charge Audit Guide for Public Agencies, issued by the Federal Aviation Administration. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high credit quality investments for which a strong secondary market exists; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Manage market and credit risk through diversification of investments and the requirement of AAA ratings; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy and the escrow agreement. D. Law Enforcement Seized Assets Fund Strategy The Law Enforcement Seized Assets Fund is comprised of seized contraband money that, per the Code of Criminal Procedure, Chapter 59, Article 8, may be deposited in an interest- bearing bank account in the jurisdiction of the attorney representing the State until final judgment is rendered concerning the contraband. The objective of this fund is to ensure safety of principal by investing only in a fully FDIC-insured or collateralized interest-bearing depository account of banks in Texas. Since the revenue will only be deposited into this type of investment,there is no liquidity risk, market risk, diversification risk, nor credit risk. 12 ,mus cx �t o V NCORPOR 1'0 AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting August 25, 2020 DATE: August 21, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Business Analysis Heatherh3(aD-cctexas.com 361-826-3227 Resolution binding the City to provide up to $752,000 from Corona Relief Funds to Corpus Christi ISD and Flour Bluff ISD for matching funds to purchase telelearning solutions CAPTION: Resolution authorizing the City's intent to provide a total of up to $752,000 from the City's Coronavirus Relief Fund allocation, through the CARES Act, to Corpus Christi Independent School District and Flour Bluff Independent School District ($715,000 and $37,000, respectively) as matching funds for the purchase of computer equipment necessary to facilitate compliance with COVID-19 related public health measures and tele-learning. SUMMARY: The City of Corpus Christi received an allocation of up to $17,960,470 from the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act")for Coronavirus Relief Funds (CRF) through the State of Texas. CCISD and FBISD have requested funding from the allocation for up to $715,000 for Corpus Christi ISD (CCISD) and up to $37,000 to Flour Bluff ISD (FBISD) from the City of Corpus Christi's $17,960,470 allocation. The funds requested will provide matching funds for the Texas Education Agency's (TEA) Operation Connectivity to purchase Chromebooks and WIFI hotspots to be used for remote learning in response to the public health emergency if the school districts' applications are approved by TEA. BACKGROUND AND FINDINGS: The CARES Act established the Coronavirus Relief Fund (CRF) and appropriated $150 billion to this fund. Under the CARES Act, the CRF is to be used to make payments for specific uses to states and certain local governments. The CARES Act provides that payments from the CRF may only be used to cover costs that: 1 . Are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus Disease 2019 (COVID-19); 2. Were not accounted for in the budget most recently approved as of March 27, 2020 (the date of enactment of the CARES Act) for the state or government); and 3. Were incurred during the period that begins on March 1 , 2020 and ends on December 30, 2020. Expenses that qualify under these criteria are then categorized into one of six expense categories: 1 . Medical Expenses, 2. Public Health Expenses, 3. Payroll Expenses for employees whose services are substantially dedicated to mitigating or responding to the COVID-19 public health emergency, 4. Expenses of action to facilitate compliance with COVID-19 related public health measures, 5. Expenses associated to the provision of economic support in connection with the COVID-19 public health emergency, and 6. Any other COVID-19 related expenses reasonably necessary to the function of the government that satisfy the CRF's eligibility criteria The State of Texas included additional regulations to the counties and municipalities that received the allocation through the State, requiring that up to 100% of the funding can be used for categories 1-3 but only up to 25% can be used for categories 4-6. The amounts requested fall under category 4. Cities with a population of less than 500,000 located in a county with a population of less than 500,000 were allocated funds for CRF from the CARES Act based on a per capita basis at $55 per person. This equates to a total distribution of up to $17,960,470 for Corpus Christi (326,554 population x $55 per person). TEA is helping school districts purchase equipment to support remote learning which has become an essential part of schools' academic offering. In response to this critical need, Governor Abbott and Texas legislative leaders have allocated $200 million in State CARES Act Coronavirus Relief Fund to match $200 million in local district funding. This combined $400 million in bulk buying power will be used to coverthe purchases of internet solutions such as hotspots and e-learning devised for Texas' school districts, with the goal of providing connectivity technology for all students who would not otherwise have them. Local education agencies are eligible for additional State Corona Virus Relief Fund fund-matching if they receive funding from their local city or county CRF. TEA will increase its fund matching by $1 for every $1 of local CRF that local education agencies receive, up to a maximum of 25% of the expenditure approved. CCISD and FBISD have requested funding from the City's CRF allocation for up to $715,000 for Corpus Christi ISD (CCISD) and up to $37,000 to Flour Bluff ISD (FBISD) from the City of Corpus Christi's $17,960,470 allocation. The school districts will submit their application for funding through Operation Connectivity when the application period opens and TEA will make a final determination on the funding after October 1 . To be eligible for the additional TEA funding match, the school districts must have an allocation commitment from the City to include with the application. After TEA announces grant awards and CCISD and/or FBISD are grant recipients, a separate action item will be placed on a City Council Agenda to consider approval of an inter-agency agreement for funding from the $752,000 earmarked allocation. ALTERNATIVES: The City could choose not to allocate the requested amount or allocate a lesser amount to the school districts FISCAL IMPACT: If a portion of the City's allocation of up to $17,960,470 is used to fund the school districts, then there will be less to use for other needs and purposes. Funding Detail: Fund: 1063 Emergency Management Grant Fund Organization/Activity: 690001 F CARES Act CRF Grant Mission Element: N/A Project # (CIP Only): N/A RECOMMENDATION: City staff recommends approving the commitment of an amount up to $752,000 from the City's allocation from the State of Texas of Coronavirus Relief Funds established by the CARES Act to CCISD and FBISD for matching funds for the Texas Education Agency's (TEA) Operation Connectivity to purchase Chromebooks and WIFI hotspots to be used for remote learning dur to the COVID-19 public health emergency. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the City's intent to provide a total of up to $752,000 from the City's Coronavirus Relief Fund allocation, through the CARES Act, to Corpus Christi Independent School District and Flour Bluff Independent School District ($715,000 and $37,000, respectively) as matching funds for the purchase of computer equipment necessary to facilitate compliance with COVID-19 related public health measures and tele-learning. WHEREAS, the federal Coronavirus Aid, Relief, and Economic Security (CARES) Act established the Coronavirus Relief Fund (CRF), which fund is administered by the Texas Department of Emergency Management and from which the City of Corpus Christi ("City") has received an allocation; WHEREAS, the City desires to make a portion of its CRF allocation available for the benefit of its citizens in the Corpus Christi Independent School District ("CCISD") and Flour Bluff Independent School District ("FBISD") as matching funds for the purchase of computer equipment necessary to facilitate compliance with COVID-19 related public health measures and school tele-learning by the school districts; and WHEREAS, CCISD and FBISD each independently intend to submit funding applications and obtain matching funds from the Texas Education Agency ("TEA"), through the CARES Act, with the City's commitment to provide a portion of its CRF allocation subject to the award of funding by the TEA to each school district for the purpose stated. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: The City Council authorizes the City Manager, or his designee, to execute all documents necessary to bind the City to provide a total of up to $752,000 from the City's CRF allocation, through the CARES Act, to Corpus Christi Independent School District ($715,000) and Flour Bluff Independent School District ($37,000) as matching funds for the purchase of computer equipment necessary to facilitate compliance with COVID-19 related public health measures and school tele-learning, subject to the award of funding from the Texas Education Agency for the purpose stated. PASSED AND APPROVED on the day of , 2020: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Page 1 of 2 Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Page 2 of 2 S GO 0 U NCOgp00.Pt' 1852 AGENDA MEMORANDUM Action Item for the City Council Meeting of August 25, 2020 DATE: 6/26/2020 TO: Peter Zanoni, City Manager FROM: Rudy Bentancourt, Housing and Community Development Director RudyB@cctexas.com 361-826-3021 Resolution amending the FY2019-2020 Consolidated Annual Action Plan CAPTION: Resolution adopting a substantial amendment to the City of Corpus Christi's FY2019- 2020 Consolidated Annual Action Plan (CAAP), previously adopted by Ordinance No. 031814, for the Community Development Block Grant (CDBG), and the HOME Investment Partnerships Programs funded by the United States Department of Housing and Urban Development (HUD); and authorizing the execution of all documents necessary to implement the Substantial Amendment to the FY2019-2020 with outside organizations. PURPOSE: In accordance with HUD and the City of Corpus Christi's (City) 5-year Consolidated Annual Action Plan (CAAP), "Substantial Amendments" are required to amend each CAAP which will trigger a comment period once motion is approved (24 CFR 91.105). A "Substantial Change" is defined by the City to be: Any addition or deletion of the established priorities of activities described in the Consolidated Action Plan and/or Annual Action Plan. SUMMARY: In FY2019-2020 and during the adoption of the CAAP, the City of Corpus Christi's Housing and Community Development (HCD) Department awarded Community Development Block Grant (CDBG) funds to Nueces County Mental Health and Intellectual Disabilities in the amount of $52,126 for the construction of a new parking lot which would double as a half basket ball court after hours. This project was bid out by NCMHID several times. All bids received for this project were much higher than the awarded amount. NCMHID decided to return the funds back to the CDBG program and cancel the project. These funds were reprogrammed into the FY2020-2021 Annual Action Plan approved by 2nd reading on July 28, 2020. The Housing and Community Development Department also set aside $350,000 from the HOME Investment Partnerships Program (HOME) for the new construction of FishPond at Corpus Christi. The Developer applied for 4% Housing Tax Credits through the Texas Department of Housing and Community Affairs (TDHCA) as well as a request to HUD to transfer the vouchers associated with the Sea Gulf Villa Apartments. HUD recently approved the request to transfer the vouchers and TDHCA has awarded the 4% Housing Tax Credits to this project. This project will be the construction of new 112-unit senior citizen affordable housing. Once the project is completed, the existing senior citizen residents will be relocated from the Sea Gulf Villa Apartments. The FishPond at Corpus Christi project is scheduled to begin construction in November 2020. ALTERNATIVES: None FISCAL IMPACT: The FY2019-2020 CDBG funding for the deleted project in the amount of$52,126 has been reprogrammed into the FY2020-2021 program year. The FY2019-2020 HOME added project will come from the set aside funds identified in the same program year. Funding Detail: Fund: 9045 Organization/Activity: 48004 Mission Element: 132 Project # (CIP Only): N/A Account: 570039 RECOMMENDATION: Staff is recommending the approval of amending the FY2019-2020 Consolidated Annual Action Plan. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution adopting a substantial amendment to the City of Corpus Christi's FY2019-2020 Consolidated Annual Action Plan (CAAP), previously adopted by Ordinance No. 031814, for the Community Development Block Grant (CDBG), and the HOME Investment Partnerships (HOME) Programs funded by the United States Department of Housing and Urban Development (HUD); and authorizing the execution of all documents necessary to implement the Substantial Amendment to the FY2019-2020 CAAP with outside organizations. Whereas, on July 16, 2019, the City Council enacted Ordinance No. 031814 adopting the FY 2019-2020 Consolidated Annual Action Plan (CAAP) for Community Development Block Grant (CDBG) funding, Emergency Solutions Grant (ESG) funding, and HOME investment partnership (HOME) funding for the City; Whereas, certain priorities have changed in the last year, and the City needs to amend the City's FY2019-2020 CAAP which triggers the need for a Substantial Amendment to the FY2019-2020 CAAP; Whereas, in accordance with HUD regulations, the City's Five-Year Consolidated Action Plan and the Citizen Participation Plan, substantial amendments to the FY2019-2020 require a 15-day public comment period, and public notice of the public comment period in the local newspaper; Whereas, the City published notice of the proposed substantial change to the City's FY2019-2020 CAAP in The Caller Times on or about August 9, 2020. Whereas, the City Council has determined that the Substantial Amendment to the City's FY2019-2020 CAAP would best serve the public health, safety, necessity, convenience and the general welfare of the City of Corpus Christi and its citizens. Now therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. That the FY2019-2020 CAAP, which includes the CDBG, the ESG, and the HOME Programs, is amended as follows: a) Cancellation of a FY2019-2020 CDBG project — Nueces County Mental Health & Intellectual Disabilities parking lot construction project; and b) Addition of a FY2019-2020 HOME project — FishPond at Corpus Christi, senior citizen community living project to be constructed at 1002 6t" Street, Corpus Christi, Texas. Section 2. That the City Manager or the City Manager's designee is authorized: Resolution—Amending FY2019-2020 CAAP a) to submit the Substantial Amendment to the FY2019-2020 CAAP to HUD, and b) to amend this Substantial Amendment to the FY2019-2020 CAAP if required by HUD. Section 3. That the City Manager or the City Manager's designee is authorized to execute funding agreements and all other documents necessary to implement the Substantial Amendment to the FY2019-2020 CAAP with organization for approved projects. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Resolution—Amending FY2019-2020 CAAP so �o p A H AGENDA MEMORANDUM WoRPORPg4 Resolution for the City Council Meeting on August 25, 2020 1852 DATE: July 16, 2020 TO: Peter Zanoni, City Manager FROM: Dan McGinn, Director, Planning and Environmental DanMc@cctexas.com 361-826-7100 GLO Coastal Lease for Mustang Island Artificial Reef Project CAPTION: Resolution authorizing a two-year lease of 3.0 acres off Rincon Road from the Texas General Land Office ("GLO") for a $10,000 annual payment to the GLO with option to extend for an additional two-year term, to be used for storage of reefing material to be used in constructing an offshore artificial reef in the Gulf of Mexico. SUMMARY: This resolution authorizes a contract with the Texas General Land Office to lease 3.0 acres to the City of Corpus Christi in the amount of$10,000 annually for two years. The land will be used to store debris from the Harbor Bridge replacement project which will be used to enhance an artificial reef near Packery Channel known as Mustang Island Reef. This project is a joint project facilitated by Saltwater-fisheries Enhancement Association (SEA) in conjunction with the Port of Corpus Christi, Texas Parks and Wildlife, City of Corpus Christi, and the Texas Department of Transportation. BACKGROUND AND FINDINGS: On November 1, 2012 the City Council approved a resolution allowing the City of Corpus Christi to enter into a surface lease agreement (SL20120044) for the purpose of storing deconstruction material from the demolition of Copano Bay Bridge to be used in the construction an artificial reef near Packery Channel to provide habitat and enhance fishing opportunities close to shore in state waters. The 160-acre artificial reef(Mustang Island Reef) was a partnership between Texas Parks and Wildlife, Saltwater Fisheries Enhancement Association, Coastal Conservation Association, the Port of Corpus Christi Authority and the City of Corpus Christi. The current project will use concrete culverts from the demolition of the Harbor bridge to enhance and re-nourish the artificial reef. The partnership between the City of Corpus Christi, the Port of Corpus Christi, Flatiron Dragados, Texas Department of Transportation, Texas Parks and Wildlife and SEA will provide continuing maintenance of habitat for diverse marine life that will enhance recreational and commercial fishing, providing economic benefits to the region. ALTERNATIVES: 1. Approve the resolution authorizing the execution of the lease agreement. FISCAL IMPACT: The total amount of the lease is $20,000 that will be paid in Fiscal Year 2020 and Fiscal Year 2021 ($10,000 per year) from the Water Fund, Environmental Services, Professional Services Account. FUNDING DETAIL: Fund: 4010 - Water Fund Organization/Activity: 30030 - Environmental Services Mission Element: 074 - Environmental Project # (CIP Only): N/A Account: 530000 - Professional Services RECOMMENDATION: Approve the resolution authorizing the execution of the lease agreement with the Texas General Land Office for the Mustang Island Artificial Reef Project. LIST OF SUPPORTING DOCUMENTS: Resolution —Submerged Lease Coastal Surface Lease No SL20200013 Certification of Funds Letters of Support for Artificial Reef 1 Resolution authorizing a two-year lease of 3.0 acres off Rincon Road from the Texas General Land Office ("GLO") for $10,000 annual payment to the GLO with option to extend for an additional two-year term, to be used for storage of reefing material to be used in constructing an offshore artificial reef in the Gulf of Mexico. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. The City Manager, or designee, is authorized to execute a two-year Lease Agreement with Texas General Land Office ("GLO") for lease of approximately 3.0 acres off Rincon Road for storage of reefing material for use in constructing an offshore artificial reef. The lease provides for annual payment to GLO of $10,000 per year and has an option to extend for an additional two-year term. The Lease Agreement is on file with the City Secretary. PASSED AND APPROVED on the day of , 2020: Joe McComb Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Ben Molina Everett Roy Greg Smith ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor LA N1, TEXAS GENERAL LAND OFFICE COASTAL SURFACE LEASE NO. SL20200013 •�yF'r?ATE OP'C4�P� STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF NUECES § This Surface Lease, (the "Lease"), is granted by virtue of the authority granted in Section 51.121, et seq., TEX. NAT. RES. CODE ANN. 31 TEX. ADMIN. CODE § 13 (Land Resources), et sea., and all other applicable statutes and rules, as the same may be amended from time to time,and is subject to all applicable regulations promulgated from time to time. ARTICLE L PARTIES 1.01. In consideration of the mutual covenants and agreements set forth herein,and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the STATE OF TEXAS,acting by and through the Commissioner of the Texas General Land Office,on behalf of the Permanent School Fund of the State of Texas (the"State"),hereby grants to City of Corpus Christi,whose address is PO Box 9277,Corpus Christi,TX, 78469-9277("Lessee"),the right to use the surface estate of certain Permanent School Fund land(the"Leased Premises")for the purposes identified in Article V below. ARTICLE IL PREMISES 2.01. The Leased Premises is described below and further described or depicted on Exhibit A attached hereto and collectively incorporated by reference for all purposes: Approximately 3.0 acres of filled submerged land in Submerged Land Tracts 749&788 2.02. LESSEE HAS INSPECTED THE PHYSICAL AND TOPOGRAPHIC CONDITION OF THE LEASED PREMISES AND ACCEPTS SAME "AS IS" IN ITS EXISTING PHYSICAL AND TOPOGRAPHIC CONDITION. LESSEE IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF THE STATE REGARDING ANY ASPECT OF THE PREMISES, BUT IS RELYING ON LESSEE'S OWN INSPECTION OF THE PREMISES. THE STATE DISCLAIMS ANY AND ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY, SUITABILITY, FITNESS FOR ANY PURPOSE,AND ANY OTHER WARRANTY WHATSOEVER NOT EXPRESSLY SET FORTH IN THIS LEASE. THE STATE AND LESSEE HEREBY AGREE AND ACKNOWLEDGE THAT THE USE OF THE TERMS"GRANT"AND/OR "CONVEY" IN NO WAY IMPLIES THAT THIS LEASE OR THE LEASED PREMISES ARE FREE OF LIENS, ENCUMBRANCES AND/OR PRIOR RIGHTS. LESSEE IS HEREBY PUT ON NOTICE THAT ANY PRIOR GRANT AND/OR ENCUMBRANCES MAY BE OF RECORD AND LESSEE IS ADVISED TO EXAMINE ALL RECORDS OF THE STATE AND COUNTY IN WHICH THE LEASED PREMISES ARE LOCATED. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. ARTICLE III. TERM 3.01. This Surface Lease No. SL20200013 is for a term of two (2)years,commencing on July 1, 2020 and terminating on June 30, 2022, unless earlier terminated as provided herein. The State reserves the right to review, amend, cancel or otherwise modify this Lease at any time during its term upon 60-day written notice to Lessee as prescribed in 11.01. 3.02 Provided that Lessee has complied with all terms of this Lease,Lessee shall have the right to extend and renew this Lease for a two(2)year extension upon the same terms and conditions herein. Lessee must give the State written notice of its intent to extend this Lease no less than 90 days prior to the expiration of the then-current term,as it may be extended. ARTICLE IV. CONSIDERATION 4.01. A. As consideration("Consideration')for the granting of this Lease, Lessee shall pay rent("Rent")to the State (payable to the Commissioner of the General Land Office at Austin, Texas) in the amount of Ten Thousand And 00/100 Dollars($10,000.00) per year beginning July 1,2020. B. Past due Rent and other past due payments shall bear interest from the date when due until actually paid,as provided in dwells Page 1 SL20200013 Section 51.301,TEX.NAT.RES.CODE ANN.Failure of Lessee to make a payment on or before the date the same becomes due shall,at the State's option,make all payments due and payable immediately. ARTICLE V. USE OF THE PREMISES 5.01. The Leased Premises may be used by Lessee solely for the storage of reefmg material for use in constructing an offshore artificial reef and for no other purpose. The Leased Premises are to remain in their current topographical and hydrologic condition during the term of the Lease. Lessee is specifically prohibited from modifying the premises in any manner not authorized herein, and from using,or allowing the use by others of the Leased Premises for any other purpose 5.02. Lessee shall not use, or permit the use of, the Leased Premises for any illegal purpose. Lessee will comply with, and will cause its officers, employees, agents and invitee to comply with, all applicable federal, State and local laws, ordinances and rules concerning the use of the Leased Premises. 5.03. The State reserves the exclusive right to grant easements,rights-of way and/or other grants of interest authorizing use of the Leased Premises,provided such use does not unreasonably interfere with Lessee's use thereof. Any purported grant of an easement, right-of-way, or other grant of interest by Lessee shall be void unless specifically authorized in this Lease or by the State's prior express written approval. 5.04. The State reserves the right to enter upon the Leased Premises at any time with or without prior notice to Lessee to inspect the condition thereof and/or take action authorized by this Lease. 5.05. The Leased Premises are subject to prospecting, production and development of oil, gas and other minerals and other materials of commercial value by the State,its lessees,permittee,licensees or other agents,assigns or representatives. Lessee shall not interfere with such use of the Leased Premises and shall allow any lessee, permit holder, licensee or other agent, assignee or representative of the State and/or the School Land Board the right of ingress and egress over, across and through, and the use of, the Leased Premises for any and all purposes authorized by the State. 5.06. Lessee may not charge the State's authorized lessees, permit holders, licensees or other agents, assigns or representatives surface damages,or any other fee,for use of the Leased Premises;provided,however,the foregoing shall not limit the liability of any person or entity to Lessee for damages caused to property owned by Lessee. 5.07. Lessee's use of the Premises is subject to and contingent upon compliance with the following covenants, obligations and conditions(the"Special Conditions"): 1. Before placing any construction materials or equipment on the Premises, Lessee shall conduct a photographic survey of the Premises to identify, document and record its physical condition prior to Lessee's use of the Premises under this Lease. Upon request, Lessee shall deliver to the State, at no expense to the State, color copies of any and all photographs taken of the Premises by or for Lessee. 2. Lessee may not maintain or allow nuisances or public hazards on the Premises,and shall be under a duty to abate or remove any activity or property constituting or contributing to a hazard or nuisance. 3. Lessee shall, at Lessee's sole cost and expense, inspect the Premises and perform general maintenance and repair duties on the Premises to ensure that the Premises are maintained in a reasonably safe and orderly condition. Lessee shall be responsible for the collection and disposal of all trash associated with its operations at the Premises(whether or not such trash is generated by Lessee or its customers and invitees). In addition,Lessee shall promptly inform the State of any additional maintenance or repair needs with respect to the Premises that come to the attention of Lessee. If mutually agreed to by the State and Lessee, and only upon the State's prior express written approval, Lessee shall perform additional maintenance or such repairs according to an agreed amount and repayment plan. 4. Lessee shall not allow the presence on or within the Premises of any Hazardous Substance in any manner that violates any federal, state or local laws or regulations. "Hazardous Substances"shall mean any substance or material defined or designated as a hazardous waste, toxic substance or other pollutant or contaminant, by any law or regulation. Lessee shall not allow any Hazardous Substances to migrate off the Premises or the release of any Hazardous Substances into adjacent surface waters,soils,underground waters or air in violation of any federal, state or local laws or regulations. If Lessee violates any law or regulation concerning the presence or use of Hazardous Substances at or affecting the Premises or the handling or storing of Hazardous Substances at or affecting the Premises, Lessee shall promptly take whatever action is necessary to determine the type or extent of the release,to mitigate and to correct the violation.If Lessee does not act in a prudent and prompt manner after reasonable notice by the State to Lessee specifying what actions the State requires to be performed,the State may,but is not obligated to, come onto the Premises,act in place of Lessee and take any such action as the State has specified in such notice and dwells Page 2 SL20200013 that Lessee has not taken to ensure compliance with such law or regulation or to mitigate any violation thereof. If the State reasonably believes that Lessee is in violation of any law or regulation, or that Lessee's actions or inactions present a threat of violation of any federal,state or local law or regulation or a threat of damage to the Premises,the State may,enter the Premises and take such corrective or mitigating action as the State has specified as necessary and that Lessee has not taken. All direct costs and actual expenses incurred by the State in connection with any such actions shall become immediately due and payable by Lessee upon presentation of an invoice therefor. ARTICLE VI. ASSIGNMENTS 6.01. Lessee shall not assign the Premises or the rights granted herein, in whole or part, to any third party for any purpose without the prior written consent of the State, which may be granted or denied in the State's sole discretion. Any unauthorized assignment shall be void and of no effect and such assignment shall not relieve Lessee of any liability for any obligation, covenant, or condition of this Lease. This provision, and the prohibition against assignment contained herein, shall survive expiration or earlier termination of this Lease. For purposes of this Lease, an assignment is any transfer, including by operation of law,to another of all or part of the property, interest or rights herein granted. ARTICLE VIL PROTECTION OF NATURAL AND HISTORICAL RESOURCES 7.01. Lessee shall take no action on the premises which results in the discharge of any solid or liquid material. Lessee shall use the highest degree of care and all appropriate safeguards to: (i) prevent pollution of air, ground, and water in and around the Premises,and(ii)to protect and preserve natural resources and wildlife habitat. Lessee shall comply with all applicable rules and regulations of the Texas General Land Office and other governmental agencies responsible for the protection and preservation of public lands and waters. In the event of pollution or an incident that may result in pollution of the Premises or adjacent property which is the result of Lessee's (or Lessee's employees, contractors, invitees and agents) acts or omissions, Lessee shall immediately notify the State,use all means reasonably available to recapture any pollutants which have escaped or may escape, and mitigate for any and all natural resources damages caused thereby. 7.02. LESSEE IS EXPRESSLY PLACED ON NOTICE OF THE NATIONAL HISTORICAL PRESERVATION ACT OF 1966,(PB-89-66,80 STATUTE 915; §470)AND THE ANTIQUITIES CODE OF TEXAS,CHAPTER 191,TEX.NAT. RES. CODE ANN.IN THE EVENT THAT ANY SITE,OBJECT,LOCATION,ARTIFACT OR OTHER FEATURE OF ARCHEOLOGICAL, SCIENTIFIC, EDUCATIONAL, CULTURAL OR HISTORIC INTEREST IS ENCOUNTERED DURING ANY ACTIVITY ON THE PREMISES, LESSEE WILL IMMEDIATELY CEASE SUCH ACTIVITIES AND WILL IMMEDIATELY NOTIFY THE STATE AND THE TEXAS HISTORICAL COMMISSION, P.O. BOX 12276, AUSTIN, TEXAS 78711, SO THAT ADEQUATE MEASURES MAY BE UNDERTAKEN TO PROTECT OR RECOVER SUCH DISCOVERIES OR FINDINGS,AS APPROPRIATE. ARTICLE VIII. INDEMNITY 8.01. LESSEE SHALL BE FULLY LIABLE AND RESPONSIBLE FOR ANY DAMAGE, OF ANY NATURE, ARISING OR RESULTING FROM ITS OWN ACTS OR OMISSIONS RELATED TO ITS EXERCISE OF THE RIGHTS GRANTED HEREIN. TO THE EXTENT PERMITTED BY LAW LESSEE AGREES TO AND SHALL INDEMNIFY AND HOLD THE STATE, THE STATE'S OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM AND AGAINST CLAIMS, SUIT, COSTS, LIABILITY OR DAMAGES OF ANY KIND, INCLUDING STRICT LIABILITY CLAIMS, WITHOUT LIMIT AND WITHOUT REGARD TO CAUSE OF THE DAMAGES OR THE NEGLIGENCE OF ANY PARTY, EXCEPT FOR THE CONSEQUENCES OF THE NEGLIGENT ACTS OR WILLFUL MISCONDUCT OF THE STATE, THE STATE'S OFFICERS, AGENTS, EMPLOYEES, OR INVITEES, ARISING DIRECTLY OR INDIRECTLY FROM LESSEE'S USE OF THE PREMISES (OR ANY ADJACENT OR CONTIGUOUS PSF LAND) OR FROM ANY BREACH BY LESSEE OF THE TERMS, COVENANTS OR CONDITIONS CONTAINED HEREIN. THE PROVISIONS OF THIS SECTION SHALL SURVIVE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. ARTICLE IX. DEFAULT,TERMINATION AND EXPIRATION 9.01. If,following 30 days prior written notice from the State specifying a default or breach,Lessee fails to pay any money due hereunder or is in breach of any term or condition of this Lease,the State shall have the right, at its option and its sole discretion, to terminate this Lease and all rights inuring to Lessee herein by sending written notice of such termination to Lessee in accordance with ARTICLE XI of this Lease. Upon sending of such written notice,this Lease shall automatically terminate and all rights granted herein to Lessee shall revert to the State. Such termination shall not prejudice the rights of the State to collect any money due or to seek recovery on any claim arising hereunder. 9.02. If Lessee fails to remove its personal property from the Leased Premises within the time specified in Section 9.01.above,or if Lessee fails to remove improvements placed or constructed on the Leased Premises by or behalf of Lessee pursuant to a notice by the State to do so pursuant to Section 9.01. above,then the State may, at its sole option,remove and dispose of such property(with no dwells Page 3 SL20200013 obligation to sell or otherwise maintain such property in accordance with the Uniform Commercial Code), at Lessee's sole cost and expense,or the State may elect to own such property by filing a notice of such election pursuant to Section 51.302, et seq.,TEXAS NATURAL RESOURCES CODE ANNOTATED. If the State elects to remove Lessee's property and dispose of it pursuant to this section,then in such an event Lessee shall be obligated to reimburse the State for the reasonable costs of such removal and disposal within ten(10)days of State's demand for reimbursement. THE TERMS OF THIS SECTION SHALL SURVIVE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. 9.03. IF LESSEE CONTINUES TO OCCUPY THE LEASED PREMISES OR OTHERWISE INTERFERE WITH ITS USE BY THE STATE OR THE GENERAL PUBLIC AFTER THE EXPIRATION OF THIS LEASE, LESSEE SHALL REMAIN A TENANT AT SUFFERANCE, SUBJECT TO THE TERMS AND OBLIGATIONS OF THIS LEASE, INCLUDING PAYMENT OF RENT, BUT RENT SHALL BE INCREASED TO 200% OF THE AMOUNT PREVIOUSLY PAYABLE HEREUNDER, PRORATED ON A MONTHLY BASIS,AND LESSEE MAY BE EJECTED BY THE STATE WITHOUT NOTICE AT ANY TIME. 9.04. The Leased Premises are subject to or trade. In the event the Leased Premises are offered for trade,the State may terminate this Lease upon sixty(60)days written notice to Lessee. Upon conveyance or award of the Leased Premises to a party acquiring the Leased Premises by trade,this Lease shall automatically terminate unless otherwise agreed in writing by such party and Lessee 9.05. The State reserves the right to remove from this Lease such acreage as the State may determine necessary for purposes other than those described herein, in which event this Lease shall be canceled as to the part so removed by the State and Rent shall be prorated on the remaining acreage. 9.06. In addition to the above, Lessee shall pay and discharge any and all taxes, general and special assessments, and other charges which during the term of this Lease may be levied on or assessed against the Premises or the Improvements constructed thereon,provided such taxes result from Lessee's use of this easement. Lessee shall pay such taxes,charges,and assessments not less than five (5) days prior to the date of delinquency thereof directly to the authority or official charged with the collection thereof. Lessee shall have the right in good faith at its sole cost and expense to contest any such taxes,charges,and assessments, and shall be obligated to pay the contested amount only if and when finally determined to be owed. 9.07. TO THE EXTENT PERMITTED BY LAW LESSEE AGREES TO AND SHALL PROTECT AND HOLD THE STATE HARMLESS FROM LIABILITY FOR ANY AND ALL SUCH TAXES, CHARGES, AND ASSESSMENTS, TOGETHER WITH ANY PENALTIES AND INTEREST THEREON, AND FROM ANY SALE OR OTHER PROCEEDING TO ENFORCE PAYMENT THEREOF. ARTICLE X. HOLDOVER 10.01. If Lessee holds over and continues in possession of the Premises after expiration or earlier termination of this Lease, Lessee will be deemed to be occupying the Premises on the basis of a month-to-month tenancy subject to all of the terms and conditions of this Lease,except that as liquidated damages by reason of such holding over,the amounts payable by Lessee under this Lease shall be increased such that the Consideration payable under Article IV of this Lease and any other sums payable hereunder shall be two hundred percent (200%) of the amount payable to the State by Lessee for the applicable period immediately preceding the first day of the holdover period. Lessee acknowledges that in the event it holds over,the State's actual damages will be difficult, if not impossible, to ascertain, and the liquidated damages herein agreed to be paid are reasonable in amount and are payable in lieu of actual damages and are not a penalty. Lessee further acknowledges that acceptance of hold over Consideration does not imply State consent to hold over. 10.02. The tenancy from month-to-month described in Section 10.01 of this Lease may be terminated by either party upon thirty (30)days written notice to the other. 10.03. The Consideration due after notice of termination has been given is to be calculated according to Section 10.01 hereinabove on a pro rata basis. If upon notice of termination by the State, Lessee pays Consideration in excess of the amount due and payable and the State accepts such payment,the acceptance of such payment will not operate as a waiver by the State of the notice of termination unless such waiver is in writing and signed by the State. Any such excess amounts paid by Lessee and accepted by the State shall be promptly refunded by the State after deducting therefrom any amounts owed to the State. ARTICLE XI. NOTICE 11.01. Any notice which mayor shall be given under the terms of this Lease shall be in writing and shall be either delivered by hand, by facsimile, or sent by United States first class mail, adequate postage prepaid, if for the State to the Deputy Director of Asset Enhancement,addressed to his attention, 1700 North Congress Avenue, Austin,Texas 78701-1495,FAX: (512)463-5304, dwells Page 4 SL20200013 and if for Lessee,to City of Corpus Christi,PO Box 9277,Corpus Christi,TX 78469-9277. Any party's address may be changed from time to time by such party by giving notice as provided above, except that the Premises may not be used by Lessee as the sole notice address. No change of address of either party shall be binding on the other party until notice of such change of address is given as herein provided. 11.02. For purposes of the calculation of various time periods referred to in this Lease,notice delivered by hand shall be deemed received when delivered to the place for giving notice to a party referred to above. Notice mailed in the manner provided above shall be deemed completed upon the earlier to occur of(i)actual receipt as indicated on the signed return receipt,or(ii) three(3) days after posting as herein provided. ARTICLE XII. INFORMATIONAL REQUIREMENTS 12.01. A. Lessee shall provide written notice to the State of any change in Lessee's name, address, corporate structure, legal status or any other information relevant to this Lease. B. Lessee shall provide to the State any other information reasonably requested by the State in writing within fifteen (15)days following such request or such other time period approved by the State(such approval not to be unreasonable withheld). ARTICLE XIIL MISCELLANEOUS PROVISIONS 13.01. With respect to terminology in this Lease, each number(singular or plural) shall include all numbers, and each gender (male,female or neuter)shall include all genders. If any provision of this Lease shall ever be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions of the Lease, but such other provisions shall continue in full force and effect. 13.02. The titles of the Articles in this Lease shall have no effect and shall neither limit nor amplify the provisions of the Lease itself. This Lease shall be binding upon and shall accrue to the benefit of the State, its successors and assigns, Lessee, Lessee's successors and assigns (or heirs, executors, administrators and assigns, as the case may be); however, this clause does not constitute a consent by the State to any assignment by Lessee,but instead refers only to those instances in which an assignment is hereafter made in strict compliance with Article VI above, or in the case of a deceased natural person Lessee, refers to the instances previously referred to in this sentence and also circumstances in which title to Lessee's interest under this Lease passes, after the demise of Lessee, pursuant to Lessee's will or the laws of intestate succession. The words "hereof," "herein," "hereunder," "hereinafter"and the like refer to this entire instrument, not just to the specific article, section or paragraph in which such words appear. 13.03. Neither acceptance of Consideration (or any portion thereof) or any other sums payable by Lessee hereunder (or any portion thereof)to the State nor failure by the State to complain of any action, non-action or default of Lessee shall constitute a waiver as to any breach of any covenant or condition of Lessee contained herein nor a waiver of any of the State's rights hereunder. Waiver by the State of any right for any default of Lessee shall not constitute a waiver of any right for either a prior or subsequent default of the same obligation or for any prior or subsequent default of any other obligation. No right or remedy of the State hereunder or covenant, duty or obligation of Lessee hereunder shall be deemed waived by the State unless such waiver be in writing, signed by a duly authorized representative of the State. 13.04. No provision of this Lease shall be construed in such a way as to constitute the State and Lessee joint ventures or co-partners or to make Lessee the agent of the State or make the State liable for the debts of Lessee. 13.05. In all instances where Lessee is required hereunder to pay any sum or do any act at a particular indicated time or within an indicated period,it is understood that time is of the essence. 13.06. Under no circumstances whatsoever shall the State ever be liable hereunder for consequential damages or special damages. The terms of this Lease shall only be binding on the State during the period of its ownership of the Premises,and in the event of the transfer of such ownership interest, the State shall thereupon be released and discharged from all covenants and obligations thereafter accruing,but such covenants and obligations shall be binding during the Lease term upon each new owner for the duration of such owner's ownership. dwells Page 5 SL20200013 13.07. All monetary obligations of the State and Lessee (including,without limitation, any monetary obligation for damages for any breach of the respective covenants, duties or obligations of either party hereunder) are performable exclusively in Travis County,Texas. 13.08. The obligation of Lessee to pay all Consideration and other sums hereunder provided to be paid by Lessee and the obligation of Lessee to perform Lessee's other covenants and duties under this Lease constitute independent, unconditional obligations to be performed at all times provided for hereunder, save and except only when an abatement thereof or reduction therein is expressly provided for in this Lease and not otherwise. Lessee waives and relinquishes all rights which Lessee might have to claim any nature of lien against, or withhold or deduct from or offset against, any Consideration or other sums provided hereunder to be paid to the State by Lessee. Lessee waives and relinquishes any right to assert,either as a claim or as a defense, that the State is bound to perform or is liable for the nonperformance of any implied covenant or implied duty of the Grantor not expressly set forth in this Lease. 13.09. In the event of a conflict between any provision of this Lease and any administrative rule promulgated by the General Land Office and/or the School Land Board,this Lease shall control. ARTICLE XIV.ENTIRE AGREEMENT 14.01. This Lease, including any exhibits to the same, constitutes the entire agreement between the State and Lessee; no prior written or prior oral contemporaneous oral promises or representations shall be binding. The submission of this Lease for examination by Lessee or the State and/or execution thereof by the Lessee or the State does not constitute a reservation of or option for the Leased Premises and this Lease shall become effective only upon execution of all parties hereto and deliver of a fully executed counterpart thereof by the State to the Lessee. This Lease shall not be amended, changed or extended except by written instrument signed by both parties thereto. dwells Page 6 SL20200013 IN TESTIMONY WHEREOF,witness my hand and the Seal of Office. LESSOR: THE STATE OF TEXAS By: GEORGE P. BUSH Commissioner,General Land Office Date: APPROVED: Contents: Legal: Director: Executive: dwells Page 7 SL20200013 LESSEE: City of Corpus Christi By: (Signature) (Printed Name) (Title) Date: ACKNOWLEDGMENT STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of 20 , by Cily of Corpus Christi. (Notary Signature) Notary Stamp Notary Public, State of My commission expires: dwells Page 8 SL20200013 Near-Shore Artificial Reef Renourishment Lease Council Presentation August 25, 2020 Artificial Reef Renourishment Materials Storage Site Z" L�0;20044 �. f 3-T fir;. .t 97 r J m .ae o�n Texas General Land Office Coastal Surface Lease No.SL20200013 2 Near-Shore Reef Location +� t A#/-775 0 Ji i i 3 Deconstruction Materials Y. R xt, I 11 y �.M -I P. e d 4 View From Beneath i t i Z 4 5 TEXAS 17 August 2018 PARKS & Saltwater-fisheries Enhancement Association (SEA) Life's better outside.' c/o Mr. Mike Hurst13822 Suntan Ave. Corpus Christi, TX 78418 Commissioners Ralph H.Duggins Chairman RE: Partnership in Creating and Enhancing Artificial Reefs in Texas Fort Worth waters of the Gulf of Mexico S.Reed Morian Vice-Chairman Houston T.Dan Friedkin Dear Mr. Hurst: Houston B.Galo Anna Laredo Thankour ou for continued support y y of the Texas Artificial Reef Bill Jones Program (TARP). We look forward to partnering with you and the City Austin of Corpus Christi in the continued creation and enhancement of Jeanne W.Latimer San Antonio nearshore reef sites offshore of Corpus Christi. James H.Lee Houston Nearshore reefs are created for the enhancement of fish populations, Dick Scott marine life and for the benefits of fishermen. The close proximity of Wimberley these reef sites to shore make them accessible to small boat fishermen Kelcy L.Warren Dallas and ideal candidates for working together to enhance the fisheries in Lee M.Bass the Gulf of Mexico. Chairman-Emeritus Fort Worth As you are aware from our years of working together, TARP holds the federal and state permits for artificial reef sites in Texas waters of the Carter P.Smith Gulf. It is our mission to work with local partners to acquire and reef Executive Director suitable materials at reef sites for the creation and enhancement of marine habitat. In 2008, TARP contracted the reefing of the Humble Channel bridge material that was stored at Rincon Road storage facility (Port of Corpus Christi) that was under lease to the City of Corpus Christi through the Texas General Land Office. This was the perfect solution to an ongoing problem: how to store "materials of opportunity" until a reefing deployment could be contracted. By securing a suitable storage area for reef materials in the same general location, the TARP, SEA, and City of Corpus Christi could again partner together to make significant progress in adding material to existing reef sites off Corpus. Our funded studies with TAMU- Corpus Christi have shown a significant increase in important game fishes such as red snapper after the reefing of concrete culvert and the 4200 SMITH SCHOOL ROAD AUSTIN,TEXAS 78744.3291 512.389.4800 To manage and conserve the natural and cultural resources of Texas and to provide hunting,fishing www.tpwd.texas.gov and outdoor recreation opportunities for the use and enjoyment of present and future generations. Mr. Mike Hurst Page Two 17 August 2018 M/V Kinta ship at the Corpus Christi Nearshore Reef(MU-775). I can assure you that TARP will work with SEA, the City of Corpus Christi, and other groups to fund the deployment of any future reef materials that are stored at the Port of Corpus. TARP will also insure that all materials used for reefing are approved, free of any hazards, stable, and durable. I look forward to working with you and if you have any questions, please feel free to contact me at 512-389-4686 or via email at dale.shivelv(-o)-tpwd.texas.gov. Sincerely, J. ale Shively, Leader Texas Artificial Reef Program 10/17/2019 AT&T Yahoo Mail-Letter of support Letter of support From: Martinez, Edward (eddie@pocca.com) To: mike_hurst@sbcglobal.net Date: Thursday, October 17, 2019, 12:30 PM CDT Mr Hurst, Port Corous Christi is delighted to support the project along with City of Corpus Christi and State if Texas.CEO Sean Strawbridge is offering use of dock to load your material at Rincon Indistrial Park. Fees will be waived to support this project. I will follow up with a letter of support soon after. Best regards, Eddie Martinez Port Corpus Christi Business Development Cell: 361.688.153390 1/1 10/17/2019 AT&T Yahoo Mail-Harbor Bridge Project-Artificial Reef Material Harbor Bridge Project - Artificial Reef Material From: Olivares, Daniel (DOIivares@flatironcorp.com) To: mike_hurst@sbcglobal.net Date: Thursday, October 17, 2019, 07:59 AM CDT Good Morning Mike, It was great meeting with you last Friday to discuss the artificial reef project you are currently working on. The plot of land you are proposing to dump the artificial reef material on, is in a good area, and easily accessible. Given this, I would like to inform you that I intend to send concrete and steel artificial reef material to this lot, once you have obtained the permits to enter this area. As of now, I can't say how much material I will have, this is something that we will have to monitor on a weekly basis, and discuss with you continuously. This is a big project, and work areas are always opening up, so the material will become available at different intervals. We can discuss more specifics on materials, size of materials, transport, etc. once you have obtained and have cleared the lot area to take deliveries. One more thing, I apologize on the late response, my Harbor Bridge email has been down all week, and is still down. I am emailing you from my Flatiron email address, but in the future, I will email you from my Harbor Bridge email (dolivares@harborbridggproject.com). I look forward to working with you on this project. Thank you, Daniel Olivares, P.E. Project Manager Flatiron Constructors, Inc. 4029 South Capital of Texas Highway Suite 215 Austin, Texas 78704 702-542-6581 CELL 512-593-0879 ALT. CELL DOlivares(o)flatironcorp.com www.flatironcorp.com v2 so �o o� A H AGENDA MEMORANDUM µoRPORPg4 Public Hearing/First Reading for the City Council Meeting August 25, 2020 1852 Second Reading Ordinance for the City Council Meeting September 8, 2020 DATE: July 27, 2020 TO: Peter Zanoni, City Manager FROM: Daniel McGinn, AICP, Director of Planning & Environmental Services DanielMc@cctexas.com (361)826-7011 Voluntary Annexation of 385.802 acres in the London Area CAPTION: Ordinance annexing approximately 385 acres of land at or near the intersection of FM 43 and CR 33 into the territorial limits of the City of Corpus Christi SUMMARY: Upon request by the landowners, this ordinance annexes approximately 385.802 acres of land that will be developed by MPM Development LP with multi-family residential and commercial lots in the area north of Farm-to-Market (FM) 43, west of Hwy 286, and east of County Road (CR) 33. Staff recommends approval of the annexation. BACKGROUND AND FINDINGS: Description of the Request The landowners (The London Proper LLC, The Joseph D. Cox Trust, Bill J. Brown, Reagan Travis Brown, and Alyssa A. Brown McCoy) requested annexation and rezoning of their land, being approximately 385.802 acres of land located on the southside of the Oso Creek to the west of Highway 286, north of FM 43, and east of County Road 33. At full buildout, MPM Development plans to create 1,550 multi-family units on 58 acres and the remaining 330 acres are proposed for commercial uses. The current use of the land is farming with no residential units. As required by State law for annexation, the subject property is contiguous to the current City limit line where it abuts the London Towne subdivision and City of Corpus Christi owned land. City Services to Subject Property The landowners have agreed to a Municipal Service Plan Agreement with the City and the City Manager is authorized by City Charter to execute the agreement. The subject property is served by an existing 16-inch City water line in FM 43 and a future water line that will be installed with CR 33. A City wastewater line will be available to the subject property through the newly constructed lift station located to the north of the annexation area. The developer will have to construct three City master planned streets that will connect the developed area to FM 43, Hwy 286, and CR 33. The developer will construct drainage improvements in accordance with the City Stormwater Master Plan for this area that was adopted by City Council in April 2017. In its initial phases, the proposed development does not reach a threshold at which additional City Police substations, Fire stations, or City Libraries are needed. Analysis of the Request Annexation: In order to make a recommendation on the annexation, staff conducted an internal review with each City department responsible for providing services to determine any impact to operations and any need to expand City facilities. No City-funded expansions are necessary during the initial phases of the project. Other benefits to consider include gaining the authority to prohibit the development of incompatible land uses through zoning, which protects property values and quality of life; the authority to ensure development meets City standards in an area already served by City infrastructure; and the authority to prohibit On-Site Sewage Facilities (septic systems) in an area close to the Oso Creek where City wastewater lines will be available. London Area Development Plan (Future Growth and Development Costs) The London Area Development Plan was approved by City Council in March of 2020. Within that plan it identifies capital improvements that would be required to meet the growth and development demands of the London area. These improvements were identified in three groupings based on estimated timelines in when they may be needed to support growth (Short-Term 1-5 years), (Mid- Term 5-10 years), and (Long-Term 10+ years), these project lists and maps can be found in the London Area Development on pages 35-41 (attached to item). Development pressure on city resources is relatively low during the initial phases of development over the next one to five years but will steadily increase as the number of households increases. Public Safety will be monitoring the situation but is planning for an additional fire station that would be needed within the FM 43 (Weber Road) corridor in the next 5-10 years along with an additional station along the Staples Street corridor in the 10+ year range. Fire station costs are estimated at 7 - 10 million dollars. The Police Department will also be monitoring the development but anticipates that an additional police beat, which includes five officers and two vehicles, will be needed once a certain population threshold is reached. The nearest police substation is located at Greenwood and Holly. The additional population growth to this area along with the growth to the southside is going to require an additional police substation in the near future. The Utilities Department is actively making improvements to the Greenwood Wastewater Treatment Plant which currently serves this area. Improvements are planned now to improve the efficiency of the plant, but there will also be the need to design and build an expansion to the plant to serve the entire London area. The plant expansion is still several years away but will be a major cost to the city if we continue to grow and expand the city limits in this area. Council Action History and Future Council Actions The proposed annexation is contiguous to the new City limits established in September of 1995 with the City's Annexation of the area currently operated as the Elliot Landfill and in July 2019 with the City Council's approval of Braselton Homes' request for voluntary annexation of 161.56 acres for the future "London Towne" subdivision located on County Road 33 north of the London ISD schools. In order to develop lots connected to City wastewater lines rather than septic systems, Braselton Homes constructed a wastewater lift station in accordance with the City's Wastewater Master Plan that was approved by the City Council in May 2018 to bring sewer across the Oso Creek to serve this area. The subject tract proposed for annexation lies entirely within the service area of the recently constructed wastewater lift station. At the conclusion of the second reading with City Council approval the entirety of the subject property will be within the city limits of Corpus Christi. The area will be subject to all rules and regulations of the City and will have access to City services as provided to other properties within the city limits. ALTERNATIVES: No other alternatives to the developer's request for annexation were considered. FICAL IMPACT: There is no fiscal impact associated with this item RECOMMENDATION: Staff recommends approval of the annexation to support efficient land use where City utilities already exist and to exercise land use controls in this growing area of the community. LIST OF SUPPORTING DOCUMENTS: Ordinance with Service Plan and Rezoning Exhibits Landowners' Petition for Annexation Presentation London Area Development Plan Ordinance annexing approximately 385 acres of land at or near the intersection of FM 43 and CR 33 into the territorial limits of the City of Corpus Christi WHEREAS, Texas Local Government Code §43.003 and City Charter of the City of Corpus Christi, Texas, Article 1 , Sec. 1 authorizes the annexation of territory, subject to the laws of this state; WHEREAS, offers of development agreements pursuant to Texas Local Government Code §43.016 have been made; WHEREAS, the City Council finds that Corpus Christi City Charter Article X, Sec 2 authorizes the City Manager to execute a Municipal Service Plan Agreement with the owners of land in the area for the provision of services in the area to be annexed, and the City negotiated and entered into the attached Municipal Service Plan Agreement with the owners of land in the area for the provision of services in the area to be annexed; WHEREAS, on August 25th, 2020, a public hearing was held by the City Council, during City Council meetings held in the Council Chambers, at City Hall, in the City of Corpus Christi, following publication of notice of the hearings in a newspaper of general circulation in the City of Corpus Christi and posted on the City's Internet website, for the consideration of annexation proceedings for the defined lands and territory, during which all persons interested in the annexations were allowed to appear and be heard; WHEREAS, City Council finds that the territory now proposed to be annexed lies wholly within the extraterritorial jurisdiction of the City of Corpus Christi; WHEREAS, City Council finds that the territory now proposed to be annexed abuts and is contiguous and adjacent to the City of Corpus Christi; WHEREAS, City Council finds that the territory now proposed to be annexed constitutes lands and territories subject to annexation as provided by the City Charter of the City of Corpus Christi and the laws of the State of Texas; and WHEREAS, City Council finds that it would be advantageous to the City and to its citizens and in the public interest to annex the lands and territory hereinafter described. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The foregoing recitals are hereby found to be true and correct and are hereby adopted by the City Council and made a part hereof for all purposes as findings of fact. SECTION 2. That a 385.802-acre tract of land, more or less, described by metes and bounds and a survey map in Exhibit D and Exhibit E, generally located to the north of FM 43, and west of County Road 33 is annexed to, brought within the corporate limits, and made an integral part of the City of Corpus Christi. 1 of 7 SECTION 3. That the owners and inhabitants of the tracts or parcels of land annexed by this ordinance are entitled to all the rights, privileges, and burdens of other citizens and property owners of the City of Corpus Christi, and are subject to and bound by the City Charter of the City of Corpus Christi, and the ordinances, resolutions, motions, laws, rules and regulations of the City of Corpus Christi and to all intents and purposes as the present owners and inhabitants of the City of Corpus Christi are subject. SECTION 4. That the official map and boundaries of the City and its extraterritorial jurisdiction, previously adopted and amended, are amended to include the territories described in this ordinance as part of the City of Corpus Christi, Texas and as required by the City's Unified Development Code section 4.1.5 Newly Annexed Territory, the area shall be designated with an initial "FR" Farm-Rural District. SECTION 5. That the City Manager or his designee is directed and authorized to perform or cause to be performed all acts necessary to correct the official map of the City and its extra territorial jurisdiction to add the territory annexed as required by law. SECTION 6. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of the ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 7. The City Secretary is hereby directed to file with the County Clerk of Nueces County, Texas, a certified copy of this ordinance. SECTION 8. This ordinance is effective upon passage on second reading. 2 of 7 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2020, 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 2020, 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 , 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor MURRAY BASS,.1R., P.E.,R.P.L.S. 3054 S. ALAMEDA, ziP 78404 NIXoN M. WELSH, P.E.,R.P.L.S. 361 882-5521-- FAx 361 882-1265 www.bass-weish.com e-mail: murrayjr@aoLcom e-mail: nixmw]@gmail.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 14,2020 16014-M&B-Annex.doc Annexation Tract STATE OF TEXAS § COUNTY OF NUECES § Description of a 385.802 acre tract of land,more or less, a portion of Lot or Section "D", Laureles Farm Tracts,a map of which is recorded in Volume 3,Page 15, Map Records,Nueces County,Texas and being all of a 298.57 acre tract of land described by deed in Document No.2020019585,Official Records of said county and a portion of an 89.168 acre tract of land described by deed recorded in Document No.2015011169,said official records,said 385.802 acre tract of land as further described by metes and bounds as follows: BEGINNING at a 5/8"iron rod with plastic cap labeled Bass and Welsh Engineering found for the northeast or easternmost corner of Mokry Estates, a map of which is recorded in Volume 68, Page 824, said map records,said beginning point for interior southwesterly corner of the tract herein described; THENCE S89°08'55"W 666.82 along the north boundary line of said Mokry Estates and along the north boundary line of a 1.06 acre tract of land described by deed recorded at Document No. 2012027694, said official retards, to 518" iron rod found in the east right-of-way line of County Road 33 for the upper southwest or westernmost corner of the tract herein described; THENCE N20°12'50"E 1172,65'along said east right-of-way line of County Road 33 to a 5/8"iron rod set for the northernmost west corner of the tract herein described; THENCE N89°13'29"E 2457.23'along the south boundary line of a 1.77 acre tract of land described by deed recorded at Volume 1523, Page 394, Deed Records of said county, to a 5/8" iron rod set for the southeast corner of said 1.77 acre tract,west central interior corner of the tract herein described and northeast corner of said 89.168 acre tract in the west boundary line of said 298.57 acre tract; THENCE along said west boundary line of 298.57 acre tract N18°00'59"E 1896.77'to a 5/8" iron rod found for the northwest corner of said 298.57 acre tract and westernmost north corner of the tract herein described in an upper south boundary line of a 308.99 acre tract of land described by deed recorded at Document No. 941343,said official records; THENCE along said upper south boundary line of 308.99 acre tract N89°0641"E 2664.86' to a 1"iron pipe found for easternmost north corner of the tract herein described and central interior corner of said 308.99 acre tract; THENCE S17°52'10"W 1568.11'along a south central boundary line of said 308.99 acre tract to a 5/8" iron rod found for east central interior corner of the tract herein described and south central corner of said 308.99 acre tract; EXHIBIT "D" Page 1 of 2 Metes and Bounds Description,385.802 Acre Tract,May 14,2020,Continued: THENCE N89°23'24"E 1.863.69'along a southeast boundary line of said 308.99 acre tract to a 518"iron rod found in the west right-of-way line of State Highway 286 (Chapman Ranch Road)for the northernmost east corner of the tract herein described and southeast corner of said 308.99 acre tract; THENCE S17°50'11"W 1125.47' along said west right-of-way line of State Highway 286 to a TxDOT monument with brass disk found for common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; THENCE S17°55'02"W 25.06'along said west right-of-way line of State Highway 286 to a TxDOT monument with brass disk found for common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; THENCE 521'35'08"W 56.77'along said west right-of-way line of State Highway 286 to a 518"iron rod found at the point of curvature of a circular curve to the left having a central angle of 11°23'16",a radius of 4179.72', and a chord bearing S15'21'38"W 829.37'; THENCE along said west right-of-way line of said State Highway 286,being along said circular curve to the left,a distance of 830.74'to a TxDOT monument with brass disk found for upper southeast corner of the tract herein described; THENCE along a "cutback" right-of-way line between said State Highway 286 and Weber Road (FM Highway 43)S48°50'10"W 77.88'to a TxDOT monument with brass disk found for lower southeast corner of the tract herein described in the north right-of-way line of said Weber Road; THENCE S89a12'35"W 6395.42' along said north right-of-way line of Weber Road to a 5f8"iron rod found for right-of-way line corner of said Weber Road and lower southwest corner of the tract herein described; THENCE N20°11'54'E 629.71' along a north right-of-way line of said Weber Road and along the east boundary line of said Mokry Estates to the POINT OF BEGINNING,a sketch showing said 385.802 acre tract being attached hereto as Exhibit"E". ixon M.Welsh,R.P.L.S. OF ,'.... N1 �M.W tSH . ..... , 2211 Y, ,e `,��1► �p�► 0 �f,�;•,ass � O SUR�� EXHIBIT "D" Page 2 of 2 PORTION SECT. "D°, LAURELES FARM TRACTS, V. 3, P. 15, M. R., DOC. NO. 2012027694, -- -----� O.R.. DALE ROFF, 1.06 AC—G CL CR 33 MOKRY ESTATES V, 68, P. 824, M. R. o !1 s N co s 0 400' 800' 1600' u, '� SCALE: 1'= 800' I ro 10 %00 co Q" O 1, 77 AC, TRACT, MAGGIE fU Z CARLISLE, ET AL, V, 41 1523, P. 394, D. R. c� W ro � O n N 1� REMAINDER OF 173, 21 AC. TRACT MICHAEL C7 m (� m MEANEY, ET AL, DOC, NO. 2005062830, O. R. , AND JOSEPH MEANEY AS TRUSTEES, a DOC. NC. 2019022574, D. R, wLn ` p n z :-' BRASELTON DEVELOPMENT O N m O w CO. , DOC. NO. E] 2019028160,O. R. , 8. 68 AC. 40 Z BRASELTON DEVELOPMENT CO. , LTD, DOC. NO. O G 1 O Z SIg,Q 2019002524, 0. R. ,21. 76 AC. 11 D —{ r o^ I (7 SCJ ' 7 OD N o{ {-} m1$'00 3g• efr a o CL FM 43 I R) C/v 1 '9 Mir 41 (WEBER ROAD)—.,I � T ZQN 6' X71 ``'� I 699 qC co AA SIco Z W M I cu �8g6. W- 919, iO d $� W CG2 ZONING TRACT, 286, 800 AC, pa m I � ID NOTE: THE OVERALL TRACT SHOWN A HEREON ( SUM OF THREE ZONING z m I � TRACTS SHOWN) = ANNEXATI❑N TRACT = 385. 802 AC. o 2 < Z 1) s� l0 r co ©� �jrr Is6a• 11, N �IMIr I N AO 2 I W� EXHIBIT 'E' I sal•3 , w a ©h SKETCH TO ACCOMPANY METES ss. �8•1, 0 4 . n AND BOUNDS DESCRIPTIONS SI�° 1'=800' S48'50' 10'W 77. 88' 2$�6 2• OW �p BASS AND WELSH ENGINEERING D=11'23' 16' 3• t0 CORPUS CHRISTI, TX R=4179. 72' `, a o SURVEY REG. N0. 100027-00, TX T=416. 74' nn ENGINEERING REG, N0, F-52, FILE: L=830. 74' CL SH 286 EXB-ZONING, JOB NO. 16014, CH=829, 3T C CHAPMAN RANCH �� SCALE: 1" ffi 800' PLOT SCALE: SAME, PLOT DATE: CR=S15. 38'W ROAD), ROW WIDTH VARIES 5/14/20, SHEET 1 OF 1 RE EIVED MAY 2 6 2020 aly SECRETARY'S OFFICE MURRAY BASS, JR., P.E.,R.P.L.S• 3054 S. ALAMEDA, ZIP 78404 NIXON M. WELSH, P.E.,R.P.L.S. 361 882-5521— FAX 361 882-1265 www.bass-welsh.com e-mail: murrayjrCaol.com e-mail: nixmwI@gmail.com SASS & WELSH ENGINEERING Engineering firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 15,2020 16014-Annexation.doc ANNEXATION APPLICATION Avery Oltman,City Planner City of Corpus Christi P.O.Box 9277 Corpus Christi,Texas 78469-9277 Subject: Annexation Tract,Portion Section"D",Laurcles Farm Tracts,385.802 Acres,State Highway 286 (Chapman Ranch Road)at FM 43(Weber Road)at County Road 33,Nueces County,Texas Please consider this letter as aur request for annexation by the City of Corpus Christi for the subject site. The dimensions and boundaries of the property, proximity to existing utilities, zoning,etc. are shown in the attached Voluntary Annexation Application and Checklist. SIGNATURES Bill J.Brown Bobak Mostaghasi,Managing Member The London Proper,LLC 5 West Bar-Le-Doc Corpus Christi,Texas 78414 if Reagan Travis Brown Joseph Lienholder, The London Proper,LLC property L� Alyssa A Brown McCoy Mailing address for above Browns and McCoy: P.O.Box 8229 Corpus Christi,Texas 78468 ADDENDUM TO CITY OF CORPUS CHRISTI: REZONING APPLICATION DISCLOSURE OF INTERESTS 1. Bill J.Brown Reagan Travis Brown Alyssa A Brown McCoy Mailing Address For Above Browns&McCoy P.O.Box 8229 Corpus Christi,Texas 78 8 2. Bobak Mostaghasi,Managing Member The London Proper,LLC 5 West Sar-Le-Doc Corpus' risti..Texa978414 3. Joseph D.Cox,Tru.tgcef6r Lien on Property owned by The London Proper,LLC MURRAY BASS, JR., P.E.,R.P.L.S. 30.54 S. ALAMEDA, zip 78404 NIXON M. WELSH, P.E.,R.P.L.S. 361 882-5521— FAX 361 882-1265 www.bass-weish.com e-mail: murrayjr@aol.com e-mail: nixmwl<ygmail.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 15,2020 16014-Annexation.doc ANNEXATION APPLICATION Avery Oltman,City Planner City of Corpus Christi P.O.Box 9277 Corpus Christi,Texas 78469-9277 Subject: Annexation Tract,Portion Section"D",Laureles Farm Tracts,385.802 Acres,State Highway 286 (Chapman Ranch Road)at FM 43(Weber Road)at County Road 33,Nueces County,Texas Please consider this letter as our request for annexation by the City of Corpus Christi for the subject site. The dimensions and boundaries of the property, proximity to existing utilities, zoning, etc. are shown in the attached Voluntary Annexation Application and Checklist. SIGNATURES Bill J.Brown Bobak Mostaghasi,Managing Member The London Proper,LLC 5 West Bar-Le-Doc Corpus Christi,Texas 78414 Reagan Travis Brown Joseph D.Cox Lienholder The London Proper,LLC property Alyssa A Brown McCoy Mailing address for above Browns and McCoy: P.O.Box 8229 Corpus Christi,Texas 78468 ADDENDUM TO CITY OF CORPUS CHRISTI: REZONING APPLICATION DISCLOSURE OF INTERESTS 1. Bill J.B own Reagan Travis Brown Alyssa A Brown McCoy Mailing Address For Above Browns&McCoy P.O. B Ix 8229 Corpus Christi,Texas 78468 2. Bobak Mostaghasi,Managing Member The London Proper,LLC 5 West Bar-Le-Doc Corpus Christi,Texas 78414 3. Joseph D.Cox,Trustee,for Lien on Property owned by The London Proper,LLC MURRAY BASS,JR.,P.E.,R.P.L.S. 3054 S.ALAMEDA,zip 78404 NIXON M.WELSH,P.E.,R.P.L.S. 361 882-5521—FAX 361 882-1265 www.bass-welsh.com e-mail:murrayirna.aol.com e-mail: nixmwl g-mail.com BASS & WELSH ENGINEERING Engineering Firm Reg.No. F-52 Surveying Firm Reg.No. 100027-00 P.O. Box 6397 Corpus Christi,TX 78466-6397 May 15,2020 VOLUNTARY ANNEXATION APPLICATION AND CHECKLIST This application is made on behalf of The London Proper, LLC, 5 West Bar-le-Doc, Corpus Christi, Texas 78414, 361-549-7818, Bobak Mostaghasi, Managing Member and Joseph D. Cox, Trustee for lien on land of the subject site owned by said The London Proper, LLC and Bill J. Brown, Reagan Travis Brown and Alyssa Ann Brown McCoy,P.O.Box 8229,Corpus Christi,Tx 78468,779-2009. The proposed 385.802 acre annexation tract (see metes and bounds property description and surveys thereof attached hereto)is 1)under contract for sale to said The London Proper,LLC or 2)owned by said The London Proper,LLC. The engineer associated with this annexation is Nixon Welsh,P.E.,Bass&Welsh Engineering,P.O.Box 6397, Corpus Christi,Texas 78466,882-5521. 1. This document is attached to a signed letter of petition for the proposed 385.802 acre annexation tract. Also attached are deeds into the petitioners of which the subject tract is a portion. 2. This annexation petition is made in accordance with Chapter 43 of the Local Government Code,43.001, 43.001(4),43.014,43.028,43.054.The 385.802 acre tract herein petitioned for annexation meets all of the above described Chapter 43 citations. 3. This request is made so that all of the benefits of being within the City limits will be achieved for the coming development of the property. 4. Currently the land is vacant and is being farmed.There are no residences on this land. 5. Utilities:There are 16"City water lines in frontages of the property on FM 43 and SH 286.A 16"water line is proposed to be constructed in the CR 33 frontage of the property in the very near future.Waste water service is available via the new lift station and 18"and 21"gravity mains just recently constructed in and near County Road 33.Streets will be public and constructed according to usual City standards.A storm water system consisting of pipes and ditches according to the master drainage plan will be installed,draining the site to the Oso Creek.Sanitary sewer and water service will be provided by the City of Corpus Christi. 6. Upon annexation,99.002 acres are proposed to be zoned CN-1 Neighborhood Commercial District and 286.800 acres are proposed to be zoned CG-2 General Commercial District. These are shown by metes and bounds descriptions and sketch attached hereto. 7. Proposed land use is commercial according to the proposed zoning districts. Nixon M. Welsh,P.E.,R.P.L.S. ATTACIUYB US Metes and bounds zoning and Overall Annexation Property descriptions and sketch showing all. Survey of 89.904 acre Tract Survey of 298.516 acre Tract Deed into Bill Brown,Et Al(Doc.No.2015011169,O.R.) Deed into The London Proper,LLC(Doc.No.2020019585,O.R.) Page 1 of 1 MURRAY BASS, JR., P.E.,R.P.L.S. 30.54 S. ALAMEDA, zip 78404 Nixon M. WELSH, P.E.,R.P.L.S. 361 882-5521— FAX 361 882-1265 www.bass-welsh.com e-mail: murrayjr@aol.com e-mail: nixmwl@gmail.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 14,2020 16014-M&B-CN1 TR Ldoc CN-1 Tract 1 Zoning STATE OF TEXAS § COUNTY OF NUECES § Description of a 62.303 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts,a map of which is recorded in Volume 3,Page 15,Map Records,Nueces County,Texas and also being a portion of an 89.168 acre tract of land described by deed in Document No.2015011169, Official Records of said county,said 62.303 acre tract of land as further described by metes and bounds as follows: BEGINNING at the northeast or easternmost corner of Mokry Estates, a map of which is recorded in Volume 68,Page 824,said map records,for angle point in the south boundary line of the tract herein described; THENCE S89°08'55"W 666.82 along the north boundary line of said Mokry Estates and along the north boundary line of a 1.06 acre tract of land described by deed recorded at Document No. 2012027694, said official records, to a point in the east right-of-way line of County Road 33 for the southwest or westernmost corner of the tract herein described; THENCE N20012'50"E 1172.65' along said east right-of-way line of County Road 33 to a point for the northwest corner of the tract herein described; THENCE N89°13'29"E 2457.23' along the south boundary line of a 1.77 acre tract of land described by deed recorded at Volume 1523,Page 394, Deed Records of said county,to a point for the southeast corner of said 1.77 acre tract and northeast corner of the tract herein described and of said 89.168 acre tract in the west boundary line of a 298.57 acre tract of land described by deed recorded at Document No. 2020019585, said official records; THENCE S18°00'59"W 1155.04' along the west boundary line of said 298.57 acre tract to a point for the southeast corner of the tract herein described; THENCE S89012'35"W 1838.38' to the POINT OF BEGINNING, a sketch showing said 62.303 acre tract being attached hereto as Exhibit"E". W_v�ixon M.Welsh,R.P.L.S. Q F ..... it.WELSH NIX{?�1 .... ..... .... . r.•.,� 2211 �tY, EXHIBIT "A" uav� Page 1 of 1 MURRAY BASS, JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, zip 78404 NIXON M. WELSH, P.E.,R.P.L.S. 361 882-5521-- FAx 361 882-1265 www.bass-welsh.com e-mail: murrayjr@aol.com e-mail: nixmwl@gmail.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 14,2020 16014-M&B CN1 Tr2.doc CN1 Tract 2 Zoning STATE OF TEXAS § COUNTY OF NUECES § Description of a 36.699 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts, a map of which is recorded in Volume 3, Page 15, Map Records, Nueces County, Texas and being a portion of a 298.57 acre tract of land described by deed in Document No. 2020019585, Official Records of said county,said 36.699 acre tract of land as further described by metes and bounds as follows: BEGINNING at the northwest corner of said 298.57 acre tract in an upper south boundary line of a 308.99 acre tract of land described by deed recorded at Document No. 941343, said official records, said beginning point for the northwest corner of the tract herein described and northeast corner of a 21.76 acre tract of land described by deed,Doc.No.2019002524,said official records; THENCE along said upper south boundary line of 308.99 acre tract N89°06'41"E 887.86' to a point for the northeast corner of the tract herein described; THENCE S17°52'10"W 1896.98'to a point for the southeast corner of the tract herein described; THENCE S89013'29"W 892.40' to a point for the southwest corner of the tract herein described and northeast corner of an 89.168 acre tract of land described by deed recorded in Document No. 2015011169, said official records,in the west boundary line of said 298.57 acre tract; THENCE along said west boundary line of 298.57 acre tract N18°00'59"E 1896.77 to the POINT OF BEGINNING,a sketch showing said 36.699 acre tract being attached hereto as Exhibit"E". I' A.Welsh,R.P.L.S. t`p��.t*'� � NIXQ11 M,MIELSH 2211 tom•' suAyE EXHIBIT "B" Page 1 of 1 MURRAY BASS, JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, ZIP 78404 NIXON M. WELSH, P.E.,R.P.L.S. 361 882-5521-- FAx 361 882-1265 www.bass-weish.com e-mail: murrayjr@aol.com e-mail: nixmwl@gmail.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 14,2020 16014-M&B CG2.doc CG2 Zoning STATE OF TEXAS § COUNTY OF NUECES § Description of a 286.800 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts, a map of which is recorded in Volume 3, Page 15, Map Records, Nueces County, Texas and being a portion of a 298.57 acre tract of land described by deed in Document No. 2020019585, Official Records of said county and a portion of an 89.168 acre tract of land described by deed recorded in Document No. 2015011169,said official records, said 286.800 acre tract of land as further described by metes and bounds as follows: BEGINNING at the northeast or easternmost corner of Mokry Estates, a map of which is recorded in Volume 68,Page 824,said map records,said beginning point for a southwesterly corner of the tract herein described; THENCE N89°12'35"E 1838.38' to a point for interior southwesterly corner of the tract herein described in the west boundary line of said 298.57 acre tract; THENCE N18000'59"E 1155.04' along said west boundary line of 298.57 acre tract to a point for west central corner of the tract herein described and northeast corner of said 89.168 acre tract; THENCE N89°13'29"E 892.40'to a point for interior central corner of the tract herein described; THENCE N17°52'10"E 1896.98'to a point for north central corner of the tract herein described in the upper south boundary line of a 308.99 acre tract of land described by deed recorded at Document No. 941343,said official records; THENCE along said upper south boundary line of 308.99 acre tract N89006'41"E 1777.00'to a point for the easternmost north corner of the tract herein described and central interior corner of said 308.99 acre tract; THENCE S17°52'10"W 1568.11' along a south central boundary line of said 308.99 acre tract to a point for central interior corner of the tract herein described and south central corner of said 308.99 acre tract; THENCE N89°23'24"E 1863.69' along a southeast or lower south boundary line of said 308.99 acre tract to a point in the west right-of-way line of State Highway 286 (Chapman Ranch Road) for the northernmost east corner of the tract herein described and southeast corner of said 308.99 acre tract; THENCE S17050'11"W 1125.47' along said west right-of-way line of State Highway 286 to a common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; EXHIBIT "C" Page 1 of 2 Metes and Bounds Description,286.800 Acre Tract,May 14,2020,Continued; THENCE S17055'02"W 25.06' along said west right-of-way line of State Highway 286 to a common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; THENCE S21035'08"W 56.77' along said west right-of-way line of State Highway 286 to the point of curvature of a circular curve to the left having a central angle of 11°23'16", a radius of 4179.72' and a chord bearing S15°21'38"W 829.37'; THENCE along said west right-of-way line of State Highway 286,being along said circular curve to the left,a distance of 830.74'to a point for upper southeast corner of the tract herein described; THENCE along a "cutback" right-of-way line between said State Highway 286 and Weber Road (FM Highway 43) S48°50'10"W 77.88' to a point for lower southeast corner of the tract herein described in the north right-of-way line of said Weber Road; THENCE S89°12'35"W 6395.42'along said north right-of-way line of Weber Road to a point for right-of-way line corner of said Weber Road and southwest corner of the tract herein described; THENCE N20'11'54'E 629.71' along a north right-of-way line of said Weber Road and along the east boundary line of said Mokry Estates to the POINT OF BEGINNING,a sketch showing said 286.800 acre tract being attached hereto as Exhibit"E". Q F bixon M.Welsh,R.P.L.S. • IXON '. 2211 v ' pasrlD..48 BUttw� EXHIBIT "C" Page 2 of 2 MURRAY BASS, JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, ZIP 78404 NixON M. WELSH, P.E.,R.P.L.S. 361 882-5521-- FAx 361 882-1265 www.bass-welsh.com e-mail: murrayjr@aol.com e-mail: nixmwl@gmail.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 14,2020 16014-M&B-Annex.doc Annexation Tract STATE OF TEXAS § COUNTY OF NUECES § Description of a 385.802 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts, a map of which is recorded in Volume 3, Page 15, Map Records, Nueces County, Texas and being all of a 298.57 acre tract of land described by deed in Document No.2020019585, Official Records of said county and a portion of an 89.168 acre tract of land described by deed recorded in Document No. 2015011169, said official records,said 385.802 acre tract of land as further described by metes and bounds as follows: BEGINNING at a 5/8"iron rod with plastic cap labeled Bass and Welsh Engineering found for the northeast or easternmost corner of Mokry Estates, a map of which is recorded in Volume 68, Page 824, said map records,said beginning point for interior southwesterly corner of the tract herein described; THENCE S89°08'55"W 666.82 along the north boundary line of said Mokry Estates and along the north boundary line of a 1.06 acre tract of land described by deed recorded at Document No. 2012027694, said official records, to 5/8" iron rod found in the east right-of-way line of County Road 33 for the upper southwest or westernmost corner of the tract herein described; THENCE N20°12'50"E 1172.65' along said east right-of-way line of County Road 33 to a 5/8"iron rod set for the northernmost west corner of the tract herein described; THENCE N89°13'29"E 2457.23' along the south boundary line of a 1.77 acre tract of land described by deed recorded at Volume 1523, Page 394, Deed Records of said county, to a 5/8" iron rod set for the southeast corner of said 1.77 acre tract,west central interior corner of the tract herein described and northeast corner of said 89.168 acre tract in the west boundary line of said 298.57 acre tract; THENCE along said west boundary line of 298.57 acre tract N18°00'59"E 1896.77' to a 5/8" iron rod found for the northwest corner of said 298.57 acre tract and westernmost north corner of the tract herein described in an upper south boundary line of a 308.99 acre tract of land described by deed recorded at Document No. 941343,said official records; THENCE along said upper south boundary line of 308.99 acre tract N89°06'41"E 2664.86' to a 1" iron pipe found for easternmost north corner of the tract herein described and central interior corner of said 308.99 acre tract; THENCE S17°52'10"W 1568.11' along a south central boundary line of said 308.99 acre tract to a 5/8" iron rod found for east central interior corner of the tract herein described and south central corner of said 308.99 acre tract; EXHIBIT "D" Page 1 of 2 Metes and Bounds Description,385.802 Acre Tract,May 14,2020,Continued: THENCE N89023'24"E 1863.69' along a southeast boundary line of said 308.99 acre tract to a 5/8" iron rod found in the west right-of-way line of State Highway 286 (Chapman Ranch Road) for the northernmost east corner of the tract herein described and southeast corner of said 308.99 acre tract; THENCE S17050'11"W 1125.47' along said west right-of-way line of State Highway 286 to a TxDOT monument with brass disk found for common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; THENCE S17°55'02"W 25.06'along said west right-of-way line of State Highway 286 to a TxDOT monument with brass disk found for common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; THENCE S21°35'08"W 56.77'along said west right-of-way line of State Highway 286 to a 5/8"iron rod found at the point of curvature of a circular curve to the left having a central angle of 11°23'16",a radius of 4179.72', and a chord bearing S15°21'38"W 829.37'; THENCE along said west right-of-way line of said State Highway 286, being along said circular curve to the left,a distance of 830.74'to a TxDOT monument with brass disk found for upper southeast corner of the tract herein described; THENCE along a "cutback" right-of-way line between said State Highway 286 and Weber Road (FM Highway 43) S48°50'10"W 77.88'to a TxDOT monument with brass disk found for lower southeast corner of the tract herein described in the north right-of-way line of said Weber Road; THENCE S89°12'35"W 6395.42' along said north right-of-way line of Weber Road to a 5/8" iron rod found for right-of-way line corner of said Weber Road and lower southwest corner of the tract herein described; THENCE N20'11'54'E 629.71' along a north right-of-way line of said Weber Road and along the east boundary line of said Mokry Estates to the POINT OF BEGINNING,a sketch showing said 385.802 acre tract being attached hereto as Exhibit"E". ixon M.We R.P.L.S. F ;.�•OO. 1p stt,�•• .•• .•M.WELSH ...1. N .... .... . *__ 2211 � ' osiia�E EXHIBIT "D" Page 2 of 2 PORTION SECT. "D", LAURELES FARM TRACTS, V. 3, P. 15, M. R., DOC. NO. 2012027694, O.R., DALE ROFF, 1.06 AC.— CL CR 33 M❑KRY ESTATES m`0 M1�j,',Sp• V. 68, P. 8241 M. R. 5' m o �' 6 F °D 0 400' 800' 1600' 00 NN ON NN SCALE: 1"= 800' 14 O y+ co n co `0 1, 77 AC, TRACT, MAGG I E fU CARLISLE, ET AL, V. R2 iT1 ~' w 1523, P. 394, D. R. ci D m cn O n N REMAINDER OF 173. 21 AC. TRACT MICHAEL n m W —I z m MEANEY, ET AL, DOC. NO, 2005062830, ❑, R. , AND JOSEPH MEANEY AS TRUSTEES, I co 3> ~ � DOC. NO. 2019022574, 0. R. nj N w n - CA m - Zv BRASELTON DEVELOPMENT CO N � Gl w CO. , DOC. NO. c1l) p 2019028160, ❑, R. , 8. 68 AC, z oc) BRASELT❑N DEVELOPMENT CO. , LTD, DOC. NO. 00 GZ {-1 S78°Op, C-) 2019002524, ❑. R. , 21. 76 AC. 11 SS oS9,W ]> —I r_ z C-) I 70 a o n �� M18.00'59, ��ITo CL FM 43 I N w C/v e 189 MIT C WEBER ROAD)-� $N 1 ZO 6, ��' "� I 36 RAC T KING o c 699 AC co 00 �A S17. p,W m OD--i IN 18969 m �d 8" a a a w CG2 ZONING TRACT, m 286. 800 AC, ru n all N❑TE: THE OVERALL TRACT SHOWN N HEREON ( SUM OF THREE ZONING o TRACTS SHOWN) = ANNEXATI❑N TRACT = 385. 802 AC. o o � I z S2,IO.W I CD zo CIT 1568 ry < Y IMI T 11 w I N o W 0 EXHIBIT " E" I 581.3 a 3 pN SKETCH TO ACCOMPANY METES 56, �g•W m A AND BOUNDS DESCRIPTIONS S7 j° .o ;a1'=800' S48°50' 10'W 77. 88' f eS 5'0e. p-H S7 j, p6 ,W ID's BASS AND WELSH ENGINEERING D=11°23' 16' Sp- 1.0 CORPUS CHRISTI, TX R=4179. 72' 112 41 'W a o SURVEY REG. NO. 100027-00, TX T=416, 74' c7 c7 ENGINEERING REG. NO. F-52, FILE: L=830, 74' CL SH 286 EXB—ZONING, JOB NO. 16014, CH=829. 37' ( CHAPMAN RANCH SCALE: 1" = soo CB=S15°21' 38'W PLOT SCALE: SAME, PLOT DATE: ROAD) , ROW WIDTH VARIES 5/14/20, SHEET 1 OF 1 MIR \ ) \ ± E )/ - j§( >`!! p\' , ,. ., , 2 \®2 / � 2 j I g ! . - $ � . All \ �\ � �} ( / \« ¥ 5 � �,- !� 31 � ) \ Qq / 5a _ < aa � , ; a 2 j \ - 4a as z % : a a � % \© § £% za to a < % a % � ® e % - % _ _ y % - -;/|!]... »` — .,�. � » . -- � /[ z 2r � § \ \\, 89, cj £7 : ) U � \ a � \j\ , gg� \ . i § J § / $ $ ) ' � � ! \ ` ~ / R � 2 - ( Doc# 2015011169 GF #-2u 1 0� !- 5) Stewart Title CORRECTION WARRANTY DEED EFFECTIVE DATE: October 28,2014 GRANTOR: SHEILAH LONDON, a single person GRANTEES: (1) BILL J.BROWN, as his separate property(1/3rd) (2) REAGAN TRAVIS BROWN,as his separate property(1/3rd) (3) ALYSSA ANN BROWN McCOY, as her separate property(1/3rd) GRANTEE'S MAILING ADDRESS: P.O.Box 8229 Corpus Christi,Texas 78468 CONSIDERATION: Ten Dollars and other valuable consideration. PROPERTY: The following described Land: Tract I: That 89.868 acre tract in Nueces County, Texas as described on EXHIBIT"A"hereto attached and made a part hereof. Tract II: That 118.126 acre tract in Nueces County, Texas as described on EXHIBIT"A"hereto attached and made a part hereof. Together with and including all of the Grantor's right, title and interest in and to the rights and appurtenances in any way belonging or appurtenant to said Land, including, without limitation: (i) any improvements on said Land; (ii) strips and gores, if any, adjacent or contiguous to the Land; (iii) any land lying in or under the bed of any street, alley, road, creek or stream running through, abutting or adjacent to the Land; (iv) any riparian rights appurtenant to the Land relating to surface or subsurface waters; and (v) easements,rights of ingress and egress and reversionary interests benefitting or serving the Land(the Land and other appurtenant rights being referred to herein as the"Property"). RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is subject to the following matters to the extent that such are presently in force and effect and affect the Property: (1) Those Permitted Exceptions set forth in EXHIBIT"B"; (2) Taxes for the current year, the payment of which Grantee assumes, and the Grantee also assumes the obligation to pay any additional taxes assessed against the Property for periods prior to the date hereof resulting from this conveyance or from Grantee's change of use of the Property(commonly called"rollback taxes"). Mineral Reservation. Grantor further RESERVES unto Grantor and Grantor's heirs, representatives, successors and assigns all of Grantor's present right, title and interest(including any royalty interests and any reversionary or future interests) in and to all oil, gas and minerals, in, under and that may be produced from the Land and Property. For purposes hereof, the term "minerals" shall be construed to include oil, condensate, gas, sulfur, salt, coal, lignite, uranium, thorium, geothermal steam or other geothermal substances, fissionable materials or other such valuable substances, regardless of the method used to produce same, except: water, gravel, caliche, soil, shale, sand, clay and other such materials which do not otherwise contain valuable substances herein defined as minerals. Except for a drill site at a location on the northern boundary line of said 118.126 acre Tract II, the Grantor for Grantor and Grantor's heirs,representatives,successors and assigns WAIVES the right to use the surface of the Land and Property for the exploration, production, storage or transportation of oil, gas and other minerals. The location of said drill site along the northern boundary line of Tract II shall be as mutually agreed by Grantor and Grantees, their heirs, representatives, successors and assigns. There shall also be an easement on Tract II between the drill site and County Road 33 for a roadway and underground pipelines and utilities to serve the drill site, the location of which shall be mutually agreed to by the Grantor and Grantees, their heirs, representatives, successors and assigns. The total area of the drill site and easement combined shall not exceed five(5) acres. The Grantor hereby acknowledges and agrees that all future leases or conveyances of all or any part of the minerals by the Grantor and Grantor's heirs, representatives, successor and assigns, shall be subject to and be burdened by the terms of the agreement regarding use of the surface and automatically shall be construed to contain a contractual waiver by the lessee or grantee (as applicable) of the right to permit or conduct exploration, production, storage, transportation, removal or disposal of the minerals upon or below the surface of the Land and Property, except as permitted herein. Wind Royty Reservation. Grantor reserves unto Grantor and Grantor's assigns a life estate non-executive wind rights royalty in and equal to an undivided one-half(1/2) of the proceeds or value of any and all royalties and payments in lieu of royalties directly paid or accrued under any lease or agreement by the Grantees, their heirs,representatives and assigns for, or in connection with, the generation on and above the Land and Property of electricity from wind power; provided that (i) if the owner of the surface estate of the Property should elect to generate electricity from wind power for its own account without entering into a lease or other agreement, then the royalty made the basis of this reservation shall be calculated by reference to the highest royalty then agreed to or being paid upon the generation of electricity by wind power in those Texas counties within a 100-mile radius of Nueces County, Texas; (ii) any sums payable under this reservation shall be payable in Nueces County, Texas to or for the benefit of the Grantor and Grantor's assigns; (iii) there is EXCLUDED from this reservation any sums received by the owner of the surface estate of the Land and Property in good faith for surface damages to the Land in connection with the generation of electricity by wind power, including, but not limited to: construction damages, turbine installation fees, transmission and access easement fees, 2 meteorological tower fees, substation and/or operations and maintenance building fees, crop or grassland damage payments,penalties assessed by any governmental agency for removal of any of the Land from any governmental program, and indemnity payments of any physical damages to the Land; (iv)this reservation shall not apply to any electricity generated by wind power upon the Land and Property for domestic or other non-commercial uses on the Land and Property; (v) the royalty herein reserved is a non-participating and non-executive royalty and it shall not be necessary for the Grantor or Grantor's assigns to join in the execution of any wind power lease which may be granted or created by Grantees, their heirs, representatives land assigns covering the Land, or any part thereof, and all executive rights for any wind power lease are conveyed to the Grantees,their heirs, representatives and assigns, including the right to grant to the lessee the right to pool or unitize the Land and Property with other lands; and (vi) the Grantor and Grantor's assigns shall not have any right of ingress or egress on the Lard with regard to this reservation for any purpose. This royalty reserved as to wind rights shall be only for the life of Grantor, and shall terminate on the death of Grantor. GRANT OF PROPERTY: Grantor, for the Consideration and subject to the Reservations Frorn and Exceptions to Conveyance and Warranty, GRANTS, SELLS, and CONVEYS to Grantees the Property, together with all and singular the rights and appurtenances thereto in any w'ay belonging,to have and to hold unto Grantees and Grantees' heirs, representatives and assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators, and successors to warrant and forever defend all and singular the Property to Grantees and Grantees' heirs, representatives and assigns against every person whomsoever lawfully claiming or to claim he same or any part thereof, and except as to the Reservations From and Exceptions to Convey&ice and Warranty. When the context requires, singular nouns and pronouns include the plural. CORRECTION: This Correction Warranty Deed is made in correction of and in substitu 'on of that Warranty Deed dated October 28, 2014 from Grantor to Grantees recorded at Doc ent No. 2014041948 of the Official Records of Nueces County, Texas (the "Original Deed"). The purpose of this Correction Warranty Deed is to correctly set forth by metes and bounds t legal description of Tracts I and II as set forth in EXHIBIT "A" of this Correction Warranty Deed. Other than the stated correction of the legal description,this Correction Warranty Deed is intended to restate in all respects the Original Deed, and the effective date of this Correction Warranty Deed relates back to the effective date of the Original Deed. (Signature Pages Follow) 3 Signature Page for Correction Warranty Deed Grantor: Sheilah London Grantees:Bill J.Brown Reagan Travis Brown Alyssa Ann Brown McCoy GRANTOR: o-�Idlj-, �-- Sheilah Loddon STATE OF TEXAS § COUNTY OF U ,('�S § This instrument was acknowledged before me !�da,o Ol Y C{ 2015,by SHEH AH LONDON. >a� •. ic,State o Te as �t.........;E VIRGINIA G PRICE- e Notary Public <.,m t..• STATE OF TWS o "{ My Comm. Exp. 03-08-2016 8-2016 4 Signature Page for Correction Warranty Deed Grantor: Sheilah London Grantees:Bill I Brown Reagan Travis Brown Alyssa Ann Brown McCoy GRANTEE: P Bill I Brown `dawn b�pirss STATE OF TEXAS a 3:201 i COUNTY OF This instrument was acknowledged before me on the © day o �K � 2015,by BILL J.BROWN. Public,Si6te of Te 5 Signature Page for Correction Warranty Deed Grantor: Sheilah London Grantees: Bill J.Brown Reagan Travis Brown Alyssa Ann Brown McCoy GRANTEE: Reagan Travis Bro - aid�.MA.lE�BARYON STATE OF TEXAVl,,,Il § ,;; 9:2pt7 COUNTY OF S § This instrument was acknowledged before me on the_ ay of 0" 2015,by REAGAN TRAVIS BROWN. Cl/awto cl�OOZ4�1 Nosf Public,Stat' Texas 6 Signature Page for Correction Warranty Deed Grantor: Sheilah London Grantees:Bill J.Brown Reagan Travis Brown Alyssa Ann Brown McCoy GRANTEE: Al W 4&b A Aly�ss Ann Brown McCoy NOTARY PUBLIC BFIVAN BURTON 670441 COMMISSION EXPIRES STATE OF U TA 14 § SEPTEMBER 25,2017 § S11 ATE OF UTAH COUNTY OF S,4LT L 1< § This instrument was acknowledged before me on the Z3 r d day o M Gt,r C In 2015,by ALYSSA ANN BROWN McCOY. Notary Public,State of u—, ,4 F/ FA6744\0\Shei1ah\15 coaction wd-0209-18-25.doex 7 STATE OF TEXAS COUNTY OF NUECES TRACT I GAHBIT A Field Notes of a 89.868 acre tract of land being out of a 98.0 acre tract of land as described in a deed recorded in Volume 1523,Page 391, Deed Records Nueces County,Texas.Said 89.868 acre tract also being out of Tract"D", Laureles Farm Tracts,as shown on a map recorded in Volu me 3, Page 15, Map Records Nueces County, Texas. Said 89.868 acres being more particularly described as follows; BEGINNING at a Cotton Spindle set in the center of County Road 33,for the upper southwest comer of this survey, from WHENCE the intersection of the center of County Road 33 and the center of FM Highway 43 bears South 20°10'55" West,a distance of 682.65 feet. THENCE with the center of County Rgad 33,North 20°10'55" West,a distance of 1173.01 feet to a Cotton Spindle set for the southwest comer of the 1.77 acre tract as described in a ed recorded in Volume 1523,Page 394, Deed Records Nueces County,Texas,and for the northwest corner of this survey. THENCE with the south line of the said 1.77 acre tract_North 89°11'21" East,at a distance of 21.42 feet pass a 5/8"iron rod set in the east right of way of County Road 33,as an offse and in all a total distance of 2471.85 feet to a point for the southeast corner of the said 1.77 acre trac ,and for the northeast corner of this survey. THENCE with the east line of the said 18.0 acre tract,South 1753'55" West,a dis ce of 1864.49 feet to a point in the center of FM Highway 43,for the southeast corner of the 10.0 acre tract of land described in a deed recorded in Volume 1523, Page 391, Deed Records Nueces County,Texas,and for the lower southwest corner of this survey. THENCE with the center of FM Highway 43,South 89111 t2l" West,a distance of 1864.49 feet to a point in the center of FM Highway 43, for the southeast comer of the 10.0 acre tract of land described in a deed recorded in Volume 1523,Page 39I, Deed Records Nueces County,Texas,and for the lower southwest corner of this survey. THENCE with the east boundary line of the said 10.0 acre tract,North 20110155" East,at a distance of 53.55 feet pass a 5/8"iron rod set in the north right of way of FM Highway 43 as an offset,and in all a. total distance of 682.65 feet to a 5/8"iron rod set for-the northeast corner of the said 10.0 acre tract,and for an inside corner of this survey. THENCE with the north boundary line of the said 10.0 acre tract,South 89°1 P2I" West, at a distance of 661.75 feet pass a 5/8" iron rod set in the east right of way of County Road 33 as an offset, and in all a total distance of 683.17 feet to the POINT OF BEGINNING of this survey, and containing 89.868 acres of land,more or less. Notes: 1.)Bearings are based on Global Positioning System NAD 83 (93)4205 Datum. 2.)A Map of equal date accompanies this Metes and Bounds description. 1,Ronald E. Brister do hereby certify that this survey of the property legally desc 'bed herein is correct to the best of my knowledge and belief. EXHIBIT .�AG -M1 r OF .�:..�. Ronald E. Brister,RPLS No. 5407 Date:March 11.2015 STATE OF TEXAS COUNTY OF NUECES TRACT II Field Notes of a 118.126 acre tract of land being out of a 145.5 acre tract of land as described in a deed recorded in Volume 1357, Page 187,Deed Records Nueces County,Texas. Said 118.126 acre tract also being out of the 1.&G.N. R. R.Survey No. 135 and 139,and Tract"D", Laureles Farin Tracts,as shown on a map recorded in Volume 3, Page 15, Map Records Nueces County,Texas.Said 118.126 acres being more particularly described as follows; BEGINNING at a 5/8" iron rod set in the west right of way if County Road 33, for the northeast corner ofthe20.0 acre tract,as described in a deed recorded in Document No.2005027456,Deed Records of Nueces County,Texas,and for the southeast corner of this survey, from WHENCE theintersection of the west right of way of County Road 33 and the north right of way of FM Highway 41 bears South 20°10'55" West,a distance of 2055.79 feet. THENCE with the north boundary of said 20.0 acre tract,South 88°52'26" West,a di* tante of 1023.87 .feet to a 5/8"iron rod set for the northwest corner of the said 20.0 acre tract,in the eastline of the South Texas Children's Home Land Management 194.45 acre tract as described in a deed recorded in Document No.2009010903,Deed Records Nueces County,Texas, and for the southwest corner of this survey. THENCE with the east boundary line of said 194.45 acre tract;North 01'01'58" Wes,a distance of 3146.16 feet to a 5/8"iron rod set for the southwest corner of the Waiter B.Camp 130.49 acre tract as described ima deed recorded in Document No. 19.97034377, Deed Records Nueces C unty,Texas, in the east line of the said 194.45 acre tract,and for the northwest corner of this survey. THENCE with the south boundary line of the said 130.49 acre tract.,North 88°49'45" East,a distance of 2246.58 feet to a5/8"iron rod set in the west right of way of County Road 33, fort ie southeast corner of the said 130.49 acre tract,and for the northeast corner of this survey. THENCE with the west right of way of County Road 33,South 20°10'55" West,a di tance'of 3378.8.9 feet to the POINT OF BEGINNING of this survey, and containing 118.12.6 acres of and,more or less. Notes: 1.)Bearings are based on Global Positioning System NAD 83 (93)4205 Datum. 2.)A Map of equal date accompanies this Metes and Bounds description. 1,Ronald E. Brister do hereby certify that this survey of the property legally descr bed herein is correct to the best of my knowledge and belief. �- A2 Ronald E. Brister,RPLS No. 5407 Date:March 11,2015 HIR LA IT . EO>=Tc� ' o K ......................... RONALD E BRISTER .................................. 5407 !9Oss�`'PyOR- �SURU EXHIBIT "B" (Permitted Exceptions) Right of Way Easement dated May 21, 1945, from E. L. London to Nueces Electric Cooperative, Inc., filed for record in File No. 493662, Volume 2014, Page 168, Deei Records of Nueces County,Texas. (Tracts I and Il) An oil, gas and mineral lease dated December 27, 1944, executed by E. L. London and wife, Morine London, lessor to Roman S. Waldron, lessee, recorded in File No. 204644, Volume 75, Page 348,Oil and Gas Records of Nueces County,Texas. (Tracts I and II) Rights of the Public to use, occupy and enjoy any portion of the subject property lying within a road right of way or easement. (Tracts I and II) All leases, grants, exceptions or reservations of coal, lignite, oil, gas and o er minerals,together with all rights, privileges, and immunities relating thereto, appearing 'In the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. (Tracts I and Il) Rights of tenants, and/or assigns, as tenants only, under currently effective lease agreements. This exception may be deleted or limited to identifiable leases on the basis of an acceptable affidavit for the current owner. (Tracts I and II) Any visible and apparent easement over or across the subject property, tI e existence of which does not appear of record. (Tracts I and II) Terms and Conditions of that certain unrecorded Farm and Ranch Contract by and between Wells Fargo as Agent for Sheilah London IMA, as seller and Bill J. Brown, as purchaser. (Tracts I and II) Right-of-Way easement granted by E. L. London to County of Nueces,by instrument dated May 11, 1938, recorded as Document No. 126886, Volume 238, Page 637, Deed Records of Nueces County, Texas. (Tract I) Right-of-Way easement granted by B. R. London to County of Nueces by instrument dated May 25, 1953, recorded as Document No. 407603, Volume 650, Page 60, Deel Records of Nueces County Texas. (Tract IJ Pipeline easement granted by B. R. London and wife, Betty Jean Lo don to Lumar Gas Corporation by instrument dated December 1 1965, recorded as Document No. 701389,Volume 1131,Page 20 Deed Records of Nueces County, Texas. (Tract I) Right of Way Easement dated April 10, 1975, from Doyle E. London aid wife, Dorothy M. London to Southwestern Bell Telephone Company, recorded in File No. 975891, Volume 1529, Page 168,Deed Records of Nueces County, Texas. (Tract I) b.Utility Easement dated March 3, 2006, from Sheilah London to the City of Corpus Christi, filed for record on August 28, 2006, Doc. No. 2006043985, Official Public Records of Nueces County,Texas. (Tract 1) Utility Easement dated October 30, 2006, from Sheilah London to the Ci y of Corpus Christi, filed for record on April 9, 2007, in Doc. No. 2007018185, Oficial Public Records of Nueces County,Texas. (Tract 1) Oil, gas and other minerals, the royalties,bonuses,rentals and all other nigh s in connection with same as set forth in instrument dated February 25, 1975, executed by B. K London and wife, Betty J. London to Doyle E. London and wife, Dorothy London, recorded in/under File No. 970659, Volume 1523, Page 391, Deed Records, Nueces County, Texas. The Company makes no representation as to the present ownership of this interest. (Tract 1) An oil, gas and mineral lease dated July 7, 1949, executed by Ernest I.. London and wife, Morin London, lessor to Reagan Tucker, lessee, recorded in File No. 282104, Volume 100, Page 157, Oil and Gas Records of Nueces County,Texas. (Tract 1) Terms and provisions of the oil, gas and mineral leases described in the f llowing instruments for which the Company makes no representation as to the present ownership of said interests:(A) dated April 16, 1936, from E. L. London and wife, Morine London to E. E. Swift, File No. 100796, Volume 22, Page 579, of the Oil and Gas Records of Nueces County, Texas.(B) dated November 7, 1936,from Norman Allen to E. E. Swift File o. 108526,Volume 34, Page 138, Oil and Gas Records of Nueces County, Texas.(C) dated My 23, 1955, from B. R. London and wife, Betty Jean London to Delhi-Taylor Oil Corporation, File No. 434292, Volume 146, Page 71, Oil and Gas Records of Nueces County, Texas.(D) dated May 18, 1965, from Billy Ray London and wife Betty Jean London to E. R. Godbout, File No. 630040 Volume 209, Page 157, Oil and Gas Records of Nueces County, Texas; amended O tober 12, 1965, File No. File No. 692423, Volume 219, Page 291, Oil and Gas Records of Nueces County, Texas.(E) dated August 14, 1970, from Billy Ray London and wife Betty Jean London to E. R. Godbout,File No. 833115 Volume 290,Page 55, Oil and Gas Records of N eces County,Texas. Title to said instruments not checked subsequent to dates of aforesaid instruments. (Tract 1) Oil, gas and other minerals, the royalties,bonuses,rentals and all other righ�s in connection with same as set forth in instrument dated February 25, 1975, filed February 28, 1975, executed by B. R. London and wife, Betty Jean London to Doyle E. London and wife, Dorothy M. London, recorded in/under File No. 970659, Volume 1523, Page 391, Deed Records, County, Texas. The Company makes no representation as to the present ownership f this interest. (Tract 1) Right of Way Easement dated December 19, 1949, from Doyle London tc Southern Pipe Line Corporation, filed for record in File No. 291827,Volume 452, Page 33, De d Records of Nueces County,Texas. (Tract H) Right-of-Way Agreement dated March 26, 1980, by and between Dorothy I london, Individually and as Independent Executrix of Estate of Doyle E. London, Deceased and Valero Transmission 2 Company, filed for record on April 1, 1980, File No. 174709, Volume 1734, Page 941, Deed Records of Nueces County,Texas. (Tract II) Right-of-Way Easement dated June 17, 1983, from Mrs. D. E. London to Dorchester Gas Producing Company, filed for record in File No. 325651,Volume 1874,Pa e 452,Deed Records of Nueces County,Texas. (Tract II) Drainage Easement dated January 11, 2008, from Sheila London to the London Independent School District, filed for record on July 8, 2008, Doc. No. 2008030636, Official Public Records of Nueces County,Texas. (Tract Il) An oil, gas and mineral lease dated December 27, 1944, executed by E. . London and wife, Morine London, lessor to Roman S. Waldron, lessee, recorded in Volume 5, Page 352, Oil and Gas Records of Nueces County,Texas. (Tract Il) An oil, gas and mineral lease dated May 23, 1955, executed by E. L. London and wife, Morine London, lessor to Delhi-Taylor Oil Corporation, lessee, recorded in File o. 434293, Volume 146,Page 73, Oil and Gas Records of Nueces County,Texas. (Tract II) An oil, gas and mineral lease dated August 14, 1970, executed by Billy Bay London and wife, Betty Jean London, lessor to E. R Godbout, lessee, recorded in File No. 63116, Volume 290, Page 58,Oil and Gas Records of Nueces County, Texas. (Tract II) Oil, gas and other minerals, the royalties,bonuses,rentals and all other rigI is in connection with same as set forth in instrument dated November 28, 1972, filed December 4, 1972, executed by Billy Ray London and wife, Betty J. London to Doyle E. London and w fe, Dorothy London, recorded in/under File No. 901202, Volume 1449, Page 935, Deed Records, Nueces County, Texas. The Company makes no representation as to the present ownership f this interest. (Tract ED An oil,gas and mineral lease dated February 26, 1980,filed April 22, 1980, executed by Dorothy London, Individually and as Independent Executrix of the Estate of Doyle E. London, deceased, lessor, in favor of Gas Producing Enterprises, Inc., lessee, recorded in/un er File No. 177026, Volume 336,Page 311, Official Public Records,Nueces County,Texas. (Tract II) An oil, gas and mineral lease dated February 10, 1981, filed March 2 , 1981, executed by Dorothy M. London, et al, lessor, in favor of Tierra Petroleum Corpora 'on, lessee, recorded in/under File No. 217115, Volume 344, Page 713, Official Public Records, County, Texas. Amended by instrument dated April 26, 1982, filed for record in File No. 269572, Volume 355,Page 533, Oil and Gas Records of Nueces County,Texas. (Tract I1) Stewart Title F:\6744\0\Shei1ah\14 ExB-1028-18-25.docx 3 Doc# 2015011169 Doc# 2015011169 # Pages 13 03/27/2015 1:28PM e-Filed & e-Recorded in the Official Public Records of NUECES COUNTY KARA SANDS COUNTY CLERK Fees $59.00 Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of Race, Color,Religion, Sex, Handicap, Familial Status or National Origin is invalid and unenforceable under FEDERAL LAW, 3/12/89 STATE OF TEXAS COUNTY OF NUECES I HEREBY CERTIFY THAT THIS INSTRUMENT WAS FILED IN FILE NUMBER SEQUENCE ON THE DATE AND AT THE TIME STAMPED HEREON BY ME AND WAS DULY RECORDED IN THE OFFICIAL PUBLIC RECORDS OF NUECES COUNTY TEXAS 6y •� cout Y CLERK co,,,�r` NUECES COUNTY TEXAS 2020-2020019585 05/14/2020 10:58AM Page 1 of 10 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU } MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION a FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE v NUMBER. W F- Special Warranty Deed with Vendor's Lien Ch w THE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: v COUNTY OF NUECES § Effective Date: May , 2020 Grantor: COASTAL BEND COMMUNITY FOUNDATION, a Texas non-profit corporation Grantor's Mailing Address: 555 N Carancahua St— Suite 900, Corpus Christi, TX 78401 Grantee: THE LONDON PROPER,LLC, a Texas limited liability company Grantee's Mailing Address: 5 West Bar-Le-Doc Corpus Christi,Texas 78414 Consideration: Ten Dollars($10.00) and other good and valuable consideration and a note of even date executed by Grantee and payable to the order of ORIGIN BANK in the principal amount of$6,669,541.00. The note is secured by a first and superior vendor's lien and superior title retained in this deed in favor of ORIGIN BANK and by a first-lien deed of trust from Grantee to Joseph D. Cox, Trustee. Property (including any improvements): That certain 298.57 acres of land, more or less, in Nueces County, Texas more specifically described in Exhibit "A" attached hereto and incorporated herein by reference. Reservations from and Exceptions to Conveyance and Warranty: The Property is conveyed subject to those matters shown on Exhibit"B" attached hereto and incorporated herein. 1 2020 -2020019585 05/14/2020 10:58AM Page 2 of 10 Conveyance: Grantor, for the Consideration and subject to the Reservation from and Exceptions to Conveyance and Warranty, has GRANTED, SOLD, and CONVEYED, and hereby GRANTS, SELLS, and CONVEYS to Grantee all of Grantor's rights, title, and interests in the Property, together with all and singular the rights,benefits,privileges,easements,tenements,hereditaments, and appurtenances thereon or in any way pertaining thereto in any way belonging, TO HAVE AND TO HOLD it to Grantee, Grantee's successors and assigns forever. Grantor binds Grantor and Grantor's successors to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through, or under Grantor, but not otherwise. The vendor's lien against and superior title to the Property are retained until said note described is fully paid according to its terms, at which time this deed will become absolute. ORIGIN BANK at Grantee's request,has paid in cash to Grantor that portion of the purchase price of the Property that is evidenced by the note. The first and superior vendor's lien against and superior title to the Property are retained for the benefit of ORIGIN BANK and are transferred to ORIGIN BANK without recourse against Grantor. GRANTOR: Coast 1 end Com1nu i F ndation 'KaAlv—, By: Karen W. Selim Title: President GRANTEE: The London Proper LLC,a Texas limited liability company By: Bobak Mostaghas Title: Managing Member 2 2020 -2020019585 05/14/2020 10:58AM Page 3 of 10 ACKNOWLEDGEMENTS STATE OF TEXAS § COUNTY OF NUECES_ § This instrument was signed and acknowledged before me this the *L day of 2020, by Karin W. Selim in her capacity as President of the Coastal Bend Comm nity Foundation, a Texas non-profit corporation,on behalf of said corporation. 0", CYNTHIAD a ID# 117 =• •€ Notary s�N9� .wry STATE OFNotary Public, State of Texas of My Comm. Exp STATE OF TEXAS § COUNTY OF NUECES § This instrument was signed and acknowledged before me this the 9? day of 2020, by Bobak Mostaghasi, as Managing Member of The London Proper LLC,Oa Texas limited liability company,on behalf of said company. z�PaYP�je CYNTHIA BUENO ID# 1178588 3 ` Notary Public w7�OFSE'1?'?� STATE OF TEXAS f *•••„ •,• My Comm, EXP. 11-04 2023 otar Public, State of Texas AFTER RECORDING RETURN TO: 3 2020 -2020019585 05/14/2020 10:58AM Page 4 of 10 EXNIBXT "A" Being a tract situated in Nueces County,Texas, a portion of Section D. Laureles Farm Tracts, as shown.on the map thereof recorded In Volume 3 at Page 15 of the Map Records of Nueces County,Texas and being generally ti the 215.54 acre tract described in the deed to F.B. Arnim, recorded under Clerk's File No. 6094, Deed Records of Nueces County,Texas and the 100 acre tract described in the deed to F.B. Arnim recorded under Clerk's File No. 8241, Deed Records of Nueces County, Texas and being more particularly described by metes and bounds as follows: ; BEGINNING at a wooden post with a concrete nail driven in the top found in the north right-of-way line of Farm to Market Road 43 for the southwest corner of this tract,whence the southwest corner of the heretofore referenced 215.54 acre tract bears S 18002'38"W at 52.83 feet, said POINT OF BEGINNING being also the southeast corner of a tract held in the name of Shelia London; THENCE N 18002'38"E along the west line of the 215.54 acre tract and east line of the Sheila London Tract at 1811.36 feet, more or less, pass the northeast corner of the Sheila London Tract and the southeast corner of the tract described in the deed to Michael T. Meaney, recorded under Clerk's File No. 2005062830, Official Records of Nueces County,Texas and in all a distance of 3673.84 feet to a 5/8 inch iron rod found for the northeasterly corner of the Michael T. Meaney Tract and the northwest corner of this tract,said point lying In the south boundary of that tract described In the deed to the City of Corpus Christi filed under Clerk's File No. 941343, Official Records of Nueces Courtly,Texas; THENCE N 89006'46"E along the north line of the 215.54 acre tract and the south line of the City of Corpus Christi Tract, a distance of 2664.93,feet to a 1 inch iron pipe found for the northeast corner of the 215.54 acre tract and an interior corner for the City of Corpus Christi Tract; THENCE S 17052'30"W with the east line of the 215.54 acre tract and the most easterly west line of the City of Corpus Christi Tract, a distance of 1568.15 feet to a 5/8 inch iron rod found for northeasterly corner of this tract, said point being the northwest corner of the heretofore, referenced 100 acre tract and the most southerly southwest corner of the City of Corpus Christi Tract; THENCE N 89023'16"E along the north line of the 100 acre tract and the most southerly south line of the City of Corpus Christi Tract,a distance of 1863.84 feet to a 5/8 inch iron rod found in the,west right-of-way line of State Highway 286 for the northeast corner of this tract; THENCE S 17050'44"W along the west right-of-way of State Highway 286, a distance of 1125.49 feet to,a Texas Department of Transportation monument found for an Intermediate corner of this tract, THENCE S 17047'57"W along the west right-of-way line of State Highway 286, a distance of 24.95 feet to a Texas Department of Transportation monument found for an Intermediate corner of this tract; THENCE S 21046'42"W along the west right-of-way line of State Highway 286, a distance of 56.78 feet to a 5/8 Inch iron rod found for an intermediate corner of this tract, said point lying a curve to the left; THENCE along said curve to the left,the west right-of-way of State Highway 286, whose radius is 4182.64 feet and whose long cord bears S 15021'16"W with a length of 829.51 feet, a total distance 830.87 feet to a Texas Department of Transportation monument found for an Intermediate corner of this tract; THENCE S 48053'52"W a distance of 77.31 feet to a 5/8 inch Iron Trod set in the north right-of-way line of Farm to Market Road 43 for the most southerly southeast corner of this tract; THENCE S 89011'58"W along the north right-of-way line of Farm to Market Road 43, a distance of 4533.92 feet to the POINT OF BEGINNING forming a tract embracing 298.57 acres, more or less. Note:The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity Is correct,but is made only for informational and/or identification purposes and does not override Item 2 of Schedule B hereof. 2020-2020019585 05/14/2020 10:58AM Page 5 of 10 Exhibit "S" Reservations and Exceptions to Conveyance and Warranty This conveyance is made subject to the following matters to the extent that such are currently in force and effect and affect the Property: 1) Liens described as part of the Consideration and any other liens described in this deed as being either assumed or subject to which title is taken. 2) All valid and effective easements, rights-of-way, restrictive covenants and encumbrances that affect the property,if any,of record with the County Clerk of the County in which the Property is located. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. 3) All matters as would be shown or discovered by a land title survey of the Property and any discrepancies,conflicts or shortages in area or boundary lines or encroachments or protrusions or any overlapping of improvements and other matters shown by a land title survey of the property;visible and apparent easements;and all laws,rules,ordinances and regulations of any governmental authority having jurisdiction. 4) Taxes and assessments for the current year having been pro-rated, the payment thereof is assumed by Grantee, and the Grantee also assumes the obligation to pay any additional taxes assessed against the Property for periods prior to the date hereof resulting from this conveyance or from Grantee's change of use of the Property (commonly called "rollback taxes"). 5) This conveyance is subject to all valid and effective mineral estate reservations and conveyances (including assignments or reservations of royalty interests) by Grantor's predecessors in title as shown by the records of the County Clerk of the County in which the Property is located; and the rights of the owner of any portion of the mineral estate and the rights of any lessee or other person claiming an interest in oil, gas and other minerals under any valid and effective oil, gas, and minerals leases or other documents as such is shown by the records of the County Clerk of the County in which the Property is located. 5. Homestead or community property or survivorship rights,if any of any spouse of any insured. 6. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or otherentities, a. to tidelands,or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans,or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government,or c. to filled-in lands,or artificial islands,or 5 2020 -2020019585 05/1412020 10.5aAM Page 6 of 10 d. to statutory water rights,including riparian rights,or e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. 7. Right of parties in possession. 8. Rights of tenants in possession,as tenants only,under any and all outstanding lease agreements, unrecorded. 9. Easement: To:Nueces County Recorded: May 31, 1931 in Document No. 71086, Volume 198,Page 480,of the Deed records,of Nueces County, Texas. Purpose: Right of Way(Reversionary Clause) 10. Easement: To:Nueces County Recorded: May 16, 1938 in Document No. 126881, Volume 239, Page 96,of the Deed records of Nueces County,Texas, Purpose: Right of Way 11. Easement: To: Central Power and Light Company Recorded: July 8, 1941 in Document No. 164634, Volume 273, Page 33, of the Deed records, of Nueces County,Texas, Purpose: Easement& Right of Way 12. Easement: To:Nueces Electric Cooperative Recorded: June 10, 1959 in Document No. 533040,Volume 856, Page 153, of the Deed records of Nueces County, Texas. Purpose: Right of Way Easement 13. Easement: To: Southwestern Bell Telephone Company Recorded: May 14, 1975 in Document No. 975889,Volume 1529, Page 161, of the Deed records, of Nueces County,Texas. Purpose: Easement for Underground Facilities 14. Easement: To: City of Corpus Christi Recorded: August 28, 2006 in County Clerk's File No. 2006043984, of the Official Public records, of Nueces County, Texas, Purpose: Pipeline Easement 6 2020-202DO19585 05/14/2020 10:58AM Page 7 of 10 15. Easement: To: City of Corpus Christi Recorded: June 15, 2018 in County Clerk's File No. 2018026160, of the Official Public records, of Nueces County, Texas. Purpose: Pipeline Easement 16. Mineral and/or royalty interest: Recorded: January 12, 2012 in County Clerk's File No. 2012001979,of the Official Public records, of Nueces County, Texas. By: Brian Kelsey Moore, et al To: Constance B.Mayo and Celia Sexton Tate, as Co-Independent Executrixes of the Estate of Carolyn Arnim Tinker,Deceased 17. Oil, Gas and Mineral Lease, and all terms,conditions and stipulations therein: Recorded: December 8, 1936 in Document No. 110963, Volume 35,Page 214, of the Oil & Gas records,of Nueces County, Texas. Lessor: F.V. Arnim and wife, Lillie Arnim Lessee: Atlantic Refining Company 18. Oil, Gas and Mineral Lease, and all terms, conditions and stipulations therein: Recorded: May 24, 1961 in Document No. 576656, Volume 181,Page 368, of the Oil & Gas records, of Nueces County,Texas. Lessor: Landon Arnim and others Lessee: C.H. Horton 19. Oil, Gas and Mineral Lease, and all terms, conditions and stipulations therein: Recorded: February 4, 1966 in Document No. 701022, Volume 226, Page 45 and ratified in Document No. 712443, Volume 234, Page 487, of the Oil & Gas records, of Nueces County, Texas. Lessor: Landon C. Arnim and others Lessee: Harry E. Reese 20. Oil, Gas and Mineral Lease, and all terms, conditions and stipulations therein: Recorded: March 4, 1971 in Document No. 837192,Volume 290, Page 542,of the Oil & Gas records, of Nueces County, Texas. Lessor: Landon C. Arnim and others Lessee: E.R. Godbout 21. Oil, Gas and Mineral Lease, and all terms, conditions and stipulations therein: Recorded: July 29, 1981 in Document No. 235240, Volume 347, Page 948, of the Oil & Gas records, of Nueces County,Texas. Lessor: Madeline Arnim and others Lessee: M. Harvey Weil,Trustee 7 2020-2020019585 05114/2020 10:5aAM Page 8 of 10 22. Terms, conditions and stipulations contained in Deed dated October 20, 1922, executed by Mr. Bertha Morgan to F.V. Arnim, recorded under County Clerk's File No. 8241, Volume 138, Page 446,Deed Records,Nueces County, Texas. 23. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights,privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants exceptions or reservations of mineral interest that are not listed. 24. Grantor reserves and retains to Grantor and Grantor's heirs, successors and assigns all of Grantor's undivided rights,title and interest in the oil, gas, casinghead gas,hydrocarbons, and other minerals in and under, that may be produced from the Property, any royalty under any existing or future mineral lease covering any part of the Property, executive rights (including the right to sign a mineral lease or seismic agreement covering any part of the Property), but Grantor does not reserve and retain implied rights of ingress and egress and of reasonable use of the Property (including surface materials) for mining, drilling, exploring, operating, developing, or removing the oil, gas, and other minerals. 25. Property Conveyed "AS IS, WHERE IS". IT IS AGREED THAT GRANTOR IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN GRANTOR'S WARRANTY OF TITLE SET FORTH IN THIS DEED),ZONING,TAX CONSEQUENCES (INCLUDING ROLLBACK TAXES), PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY. GRANTEE REPRESENTS THAT, EXCEPT FOR THE GRANTOR REPRESENTATIONS, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE PROPERTY. GRANTEE HAS CONDUCTED SUCH INSPECTIONS OF THE PROPERTY AS GRANTEE DEEMED NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND IS HEREBY RELYING UPON SAME. GRANTEE ASSUMES THE RISK THAI' ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY GRANTEE'S INSPECTIONS AND INVESTIGATIONS. GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR DOES HEREBY SELL AND CONVEY TO GRANTEE AND GRANTEE DOES HEREBY ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY, BY GRANTOR, ANY AGENT OF GRANTOR OR ANY 8 2020-2020019585 05/1412020 10:58AM Page 9 of 10 THIRD PARTY. GRANTOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, SURVEYOR, ENGINEER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. GRANTEE WAIVES ANY AND ALL RIGHTS OR REMEDIES IT MAY HAVE OR BE ENTITLED TO,DERIVING FROM DISPARITY IN SIZE OR FROM ANY SIGNIFICANT DISPARATE BARGAINING POSITION IN RELATION TO GRANTOR. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS DISCLAIMER WERE A MATERIAL FACTOR IN THE DETERMINATION OF THE SALES PRICE FOR THE PROPERTY. GRANTEE ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS TRANSACTION AND THAT GRANTOR WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO GRANTEE FOR THE SALES PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN. 9 2020-2020019585 05/14/2020 10:58 AM Page 10 of 10 Nueces County Kara Sands Nueces County Clerk Instrument Number: 2020019585 eRecording-Real Property DEED Recorded On: May 14, 2020 10:58 AM Number of Pages: 10 " Examined and Charged as Follows: " Total Recording: $43.00 STATE OF TEXAS NUECES COUNTY * AAL I hereby certify that this Instrument was FILED In the File Number sequence on the date/time cy `' S a printed hereon,and was duly RECORDED in the Official Records of Nueces County,Texas. of NUE Gti�� Kara Sands Nueces County Clerk n n Quo Nueces County,TX w w� **** *****THIS PAGE IS PART OF THE INSTRUMENT*********** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 2020019585 Simplifile Receipt Number: 20200514000084 484 North 300 West, Suite 202 Recorded Date/Time: May 14, 2020 10:58 AM User: Randall N Provo UT Station: PUBLIC04 REZONING APPLICATION A Case No.: Map No.: / 0 PC Hearing Date: Proj.Mgr: � d Hearing Location: City Hall, Council Chambers, 1201 Leopard Street Development Services Dept. 41 Hearing Time: 5:30 p.m. P.O.Box 9277 2 Corpus Christi,Texas 78469-9277 tl�: *A MAXIMUM OF FIVE REZONINGS CASES ARE SCHEDULED PER HEARING. (361)826-3240 0 *INCOMPLETE APPLICATIONS WILL NOT BE ACCEPTED. Located at 2406 Leopard Street 1. Applicant: SEE ATTACHED SIGNATURE SHEET Contact Person Mailing Address: City: State: ZIP: Phone: ( ) E-mail: Cell: ( ) 2. Property Owner(s): SAME AS ABOVE Contact Person Mailing Address: City: State: ZIP: Phone: ( ) E-mail: Cell: ( ) Q G 3. Subject Property Address: NORTHWEST CORNER FM 43 AT SH 286 Area of Request(SF/acres): 385.802 AC Current Zoning &Use: NONE/VACANT Proposed Zoning & Use: CN-1 & CG2; COMMERCIAL 4250 0000 4710 4250-0000-4100 12-Digit Nueces County Tax ID:------__--- Subdivision Name: Block: Lot(s): Legal Description if not platted: 4. Submittal Requirements: ❑ Early Assistance Meeting: Date Held with City Staff ❑■ Land Use Statement ❑■ Disclosure of Interest ❑■ Copy of Warranty Deed IF APPLICABLE: ❑■ Peak Hour Trip Form (if request is inconsistent with Future Land Use Plan) ❑ Site Plan for PUD or Special Permit ❑0 Metes&Bounds Description with exhibit if property includes un-platted land (sealed by RPLS) ❑ Lien Holder Authorization ❑ Appointment of Agent Form if landowner is not signing this form I certify that I have provided the City of Corpus Christi with a complete application for review; that I am authorized to initiate this rezoning as or on behalf of the Property Owner(s); and the information provided is accurate. Owner or Agent's Signature Applicant's Signature Owner or Agent's Printed Name Applicant's Printed Name Office Use Only: Date Received: Received By: ADP: Rezoning Fee: + PUD Fee + Sign Fee =Total Fee No. Signs Required @$10/sign Sign Posting Date: K:\DEVELOPMENTSVCS\SHARED\LAND DEVELOPMENT\APPLICATION FORMS\REZONING\ZONING APPLICATION 2015.DOC Form Revised 5/12/2015 Application Fees (As of November 1, 2011) Rezoning Fees 0.00 - 0.99 acres $1,107.50 1.00- 9.99 acres $1,692.50 10.00 -24.99 acres $1,976.75 25 + acres $1,976.75 plus $50.00 per acre over 25 acres Notice Sign $10.00 per sign Planned Unit Development(PUD) Fees (PUD fees are in addition to the rezoning fees above.) 0.00 >_ 0.249 acre $542.00 0.25 >_ 0.99 acre $591.00 1.00 >_ 4.99 acres $825.00 5.00 >_ 9.99 acres $1,172.00 10.00 >_ 14.99 acres $1,317.00 15.00 >_ 19.99 acres $1,499.00 20.00 >_ 24.99 acres $1,584.00 25.00 acres or more $1,584.00 + $50.00 per acre over 25 acres LAND USE STATEMENT 1. State the purpose of the request and include applicable background information as to the development plan for the property, i.e., usage of property, number and square footage(s) of existing and/or proposed building(s)/unit(s), building(s)/unit(s) height, parking plans/spaces, phasing schedule of development, number of employee(s) associated with the office, business or industrial development, hours of operation, modification or demolition plans for existing structure(s), type, area and setback of signage, etc. ALL LAND WILL BE USED FOR NEIGHBORHOOD AND GENERAL COMMERCIAL. 2. Identify the existing land uses adjoining the area of request: North - VACANT South - F M 43 East - SH 286 West - CR 33 & VACANT LAND C:\USERS\TANYAR.000\DESKTOP\DAILY USE\ANNIKA\LAND USE STATEMENT FOR ZONING.DOC DISCLOSURE OF INTERESTS ` `'' City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". NAME: SEE ATTACHED SIGNATURE SHEET STREET: CITY: ZIP: FIRM is:0 Corporation 0Partnership 0Sole Owner 0Association 0Other 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) NONE 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 NONE 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 NONE 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 NONE CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Title: (Print Name) Signature of Certifying Person: Date: K:\DEVELOPMFNTSVCS\SHARED\LAND DEVELOPMENT\APPLICATION FORMS\REZONING\DISCLOSURE OF INTERESTS STATEM ENT_5.12.2015.DOC DEFINITIONS a. "Board Member". A member of any board, commission or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Employee'. Any person employed by the City of Corpus Christi, Texas, either on a full or part time basis, but not as an independent contractor. c. "Firm". Any entity operated for economic gain, whether professional, industrial or commercial and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust and entities which, for purposes of taxation, are treated as non-profit organizations. d. "Official'. The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads and Municipal Court Judges of the City of Corpus Christi, Texas. e. "Ownership Interest'. Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate or holding entity. "Constructively held" refers to holding or control established through voting trusts, proxies or special terms of venture or partnership agreements. f. "Consultant'. Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. KADEVELOPMENTSVCS\SHARED\LAND DEVELOPMENTV♦PPLICATION FORMS\REZONING\DISCLOSURE OF INTERESTS STATEMENT 5.12.2015.DOC �SyyUBCfjo_ o l� Development Services 2406 Leopard Street,Corpus Christi,TX 78408 Phone:(361)826-3240 www.cctexas.com r2 PEAK HOUR TRAFFIC(PHT)FORM A Traffic Impact Analysis(TIA)determination must be made prior to the submittal of any rezoning application, site plan or street closure request. The Peak Hour Traffic Generation (PHT) Form is required to be completed for developments that are projected to contain 500 or fewer weekday peak hour (A.M. or P.M.) trips (UDC Section 3.29.4). Property Address: NORTHWEST CORNER FM 43 AT SH 286 Legal Description(Subdivision,Lot,Block): Applicant Name: SEE ATTACHED SIGNATURE SHEET Address: City/State/Zip: Telephone: Email: Application Status(Select One): 0 Rezoning=Site Plan=Street Closure Existing Land Use Tract Unit of Zoning Land Use I.T.E. A.M. Peak P.M. Peak Acres Measure Code Trip A.M. Trip P.M. Rate Trips Rate Tri s NONE Proposed Land Use Tract Unit of Zoning Land Use I.T.E. A.M. Peak P.M. Peak Acres Measure Code Trip A.M. Trip P.M. Rate Trips Rate Trips 99.002 AC CN1 COMMERCIAL 814 3.81 4107 6.99 7535 286.800 AC CG2 COMMERCIAL 820 3.81 11906 6.99 21843 Total 16013 Total 29378 Abutting Streets Street Access Proposed Pavement Width ROW Width Name To Street? (FT) (FT) SH 286 Yes 26 400 FM 43 Yes 42 100 CR 33 Yes 16 35 .................................................................................................................................................................................................................................................................................................................................... For City Use Only A Traffic Impact Analysis IS required.The consultant preparing the TIA must meet with the City to discuss the scope and requirements of the analysis prior to beginning the TIA. A Traffic Impact Analysis is NOT required.The proposed traffic generated does not ❑ exceed the established threshold. The Traffic Impact Analysis has been waived for the following reason(s): Reviewed By: Date: Note:This completed and reviewed form must accompany any subsequent application for the IDENTICAL project.CHANGES to the proposed project will require a new TIA determination to be made. 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APPOINTMENT OF AGENT As owner of the subject property, I hereby appoint the person designated below to act for me, as my agent in this request. Name of Agent: Mailing Address: City: State: Zip: Home Phone: ( ) Business Phone: ( ) Cell: ( I acknowledge and affirm that I will be legally bound by the words and acts of my agent, and by my signature below, I fully authorize my agent to: Be the point of contact between myself and the City of Corpus Christi; make legally binding representations of fact and commitments of every kind on my behalf; grant legally binding waivers of rights and releases of liabilities of every kind on my behalf; consent to legally binding modifications; conditions,and exceptions on my behalf; and, to execute documents on my behalf which are legally binding on me. I understand that the City of Corpus Christi will deal only with a fully authorized agent. At any time it should appear that my agent has less than full authority to act, then the application may be suspended and I will have to personally participate in the disposition of the application. I understand that all communications related to this application are part of an official proceeding of City government and, that the City will rely upon statements made by my agent. Therefore, I agree to hold harmless and indemnify the City of Corpus Christi, its officers, agents, employees, and third parties who act in reliance upon my agent's words and actions from all damages, attorney fees, interest and costs arising from this matter. If my property is owned by a corporation, partnership, venture, or other legal entity, then I certify that I have the legal authority to make this binding appointment on behalf of the entity, and every reference herein to "I","my",or"me"is a reference to the entity. *Signature of Agent: Title: Printed/Typed Name of Agent: Date: *Signature of Property Owner: Title: Printed/Typed Name of Property Owner: Date: *Signature of Property Owner: Title: Printed/Typed Name of Property Owner: Date: *Signature of Property Owner: Title: Printed/Typed Name of Property Owner: Date: *Application must be signed by the individual applicant,each partner of a partnership,or by an authorized officer of a corporation or association. D.W.Brown.APPOINTMENT OF AGENT2-19-09.doe P.O. Box 9277 Corpus Christi,Texas 78469-9277 (361) 826-3240 Located at: 2406 Leopard Street CITY OF CORPUS CHRISTI (Corner of Leopard St.and Port Ave.) DEVELOPMENT SERVICES CHANGE OF ZONING APPLICATION INSTRUCTIONS Incomplete applications are not accepted. Contact a City Planner for a pre- submission conference. 1. APPLICANT INFORMATION: • Identify the name of the person or company who is requesting the change of zoning, along with their telephone number and address. • Identify whether the applicant is the owner of the subject property, a tenant (renter, leasee), prospective purchaser (intends to buy the property), or other (trustee, etc.). 2. REPRESENTATIVE INFORMATION: • Identify the name of the person or company, if any, who will represent the applicant in the rezoning request, along with their telephone number and address. • If the representative is a company, identify the name of a person who can be contacted if additional information is needed. 3. OWNER INFORMATION: • Identify the name of the person or company who owns the property, along with their telephone number and address. If the applicant and owner are the same, write "Same as Applicant." • If the property was recently purchased, provide a copy of the recorded deed. • If the property is owned by an entity, provide proof of who can execute contracts on behalf of the entity. 4. REQUEST INFORMATION: • From: Identify the property's current zoning classification (i.eRS-6, CN-1, IL, etc.), including any overlay districts (i.e. RS-6/SP, CI/HC, etc.). • To: List the requested zoning classification. If requesting more than one classification, submit a map showing the area divided into tracts with the requested zoning for each tract, along with the size of each tract in square feet or acres. • Describe the location of the property using the address and nearest cross street (i.e. 1213 Santa Fe Street, south of Craig Street). If there is no address, list the street the property fronts on and the distance to the nearest cross street (i.e. Johanna Street, approximately 800' west of Richter Street). • List the size of the property in square feet if less than one acre, or in acres if one acre or more. • Provide the legal description of the property (i.e. Lot 1, Block 1, Bayview Addition Unit 1). • If the property is part of a lot, or is an unplatted tract of land, submit a metes and bounds description sealed by a registered surveyor and drawing of the area. Please refer to Graphic 1 for what is needed. • List the current use(s) of the property (i.e. convenience store, restaurant, residential, etc.) • List the proposed use(s) of the.property. • Provide the 12-digit tax account number. Graphic 1 - Metes and Bounds Drawing u CURVE I DELTA ANGLE RADIUS 1 TANGENT ARC LENGTH 4g Required -► C2 osie3o 3160.000 90.91 iei.n L-00 C3 14'33 14 1440.00 183.88 363.78 Sbt'1T3Q'E_ _.. S S81.1T3Q'E. _ —- - —-—- '� Yorktowrt t ulevard 170'00' 1 - LINE BEARING DISUNCE s { $ 3 Required L2 Szlr;z� '�� � L3 S61'1730 15200 = L1 L4 S28'42 30 245.00 ' ' LS 381'1730 120.00 L3 iVg ig LB N28'4230 235.00' L7 N61'1730 170.00 J LB N28'4230 30.00 S81'17'30'E 783.00' � Lot 24 L9 N61'17 30 270.19 m tj0� F $W""21 L10 N28.4230 175.00 Rezoned"$-1B" a� `g y 71N61'1730 185.04 L12 N69'4549 -r$6 6-6 a 2eau ACRES L13 N61.1730 24&73 o L14 N5311'03'%- 70.35 s.n�42s d S cd.25 L16 NSW4057 130.01 L15 tl� L76 N43.1544 -i 1-8.3-9 Id 17 W IS NB17T30'W LI L13 L121 U1� 3.0m23 Swtbn 2S 313.88' i Let 23 Let>? Let 31i Lw 30 tet 29 Let 28 Swaw 21 Swum 23 Swtbn 25 3.Wm 23 S.W.25 Sw1bn 23 1 Map to Accompany ra MIffAvu.Rio ndeXWoo.ennabrOWb-dm a•°'e•-P••d+�•rJ W d fob 14 It me A S LM A I— l.t ex C'h..4.�w d.na a 1.—W a Kv—It F.F.41-41 1W*-*d M.-muy. 5. DISCLOSURE OF OWNERSHIP INTEREST INFORMATION: • Applicants seeking a change of zoning must provide a completed Disclosure of Ownership Interest form. The form is available from the Department of Development Services. 6. LAND USE STATEMENT INFORMATION: Complete land use statement form containing the following information: • State the purpose of the request and include applicable background information as to the development plan for the property, i.e., usage of property, number and square footage(s) of existing and/or proposed building(s)/unit(s), building(s)/unit(s) height, parking plans/spaces, phasing schedule of development, number of employee(s) associated with the office, business or industrial development, hours of operation, modification or demolition plans for existing structure(s), type, area and setback of signage, etc., (additional supporting documents are acceptable, i.e., site plan). • Identify the existing land uses adjoining the area of request: North - South - East - West - OTHER INFORMATION: SITE PLAN: If a site plan is required during the public hearing process, the following must be included: • One color copy of the plan drawn to scale, and one 81/2" x 11" copy. • The location, height, and square footage of existing signs. A scale drawing of proposed signs along with an 81/2"x 11" of sign elevation plans. • On-site parking with typical dimensions. • Existing building lines, easements, existing and proposed drive approaches, etc. ZONING NOTICE SIGNS: • The applicant is required to post a zoning notice sign(s) on the property at least 15 days before the Planning Commission hearing. The sign must remain posted until either final City Council action or the applicant withdraws the request. Failure to properly post the sign(s) may result in postponement of the application until the next available meeting agenda. • One sign is required for each 1,000 feet of street frontage. For the purpose of calculating the required number of signs for a property with more than one street frontage, each street frontage will be calculated separately. • Zoning notice signs are available from the Department of Development Services for $10.00 per sign. Signs must be picked up at the Department of Development Services. NOTES: • Planning Commission hearings are held every other Wednesday in the Council Chambers at City Hall beginning at 5:30 p.m. City Council hearings are held every Tuesday, except the first Tuesday of the month, in the Council Chambers beginning at noon. • In fairness to the Planning Commission, this request should not be discussed with members of the Planning Commission before the hearing. • Department of Development Services staff is available to provide assistance. Revised 06/24/2012 K:\DEVELOPMENTSVCS\SHARED\SYLVIA ARISPE\HTE DOCS\ZONING\ZONINGAPPLICATIONINSTRUCTIONS.DOC r P.O. Box 9277 + Corpus Christi,Texas 78469-9277 ' y (361) 826-3240 Located at: 2406 Leopard Street CITY OF CORPUS CHRISTI (Corner of Leopard St.and Port Ave.) DEVELOPMENT SERVICES ZONING PROCESS • An application for a change of zoning requires two public hearings, one before the Planning Commission and one before the City Council. Please note that the Planning Commission and City Council may conduct their public hearings over one or more meetings. The applicant or representative should be present at the hearings. • All surrounding property owners within 200 feet of the area under consideration will be notified 10 days before the Planning Commission public hearing. The notice advises property owners of their right to appear and express their opinion at the hearing, or submit written comments on the requested change. • After considering all the facts presented at the public hearing, the Planning Commission will take an action that is a recommendation to the City Council. The zoning request will then be forwarded to the City Manager's Office to be scheduled for a City Council public hearing. • All surrounding property owners within 200 feet will be notified 15 days before the City Council public hearing. A notice will also be placed in the Caller-Times newspaper 15 days before the City Council hearing. • If written opposition, totaling 20% or more of the land area within the 200-foot notification area is received, a 3/4 vote majority of the City Council (7 of the 9 Council members) is required to approve the request. • Applicants may withdraw an application (in writing) at any time during the process. If the application is withdrawn after the notices for the Planning Commission public hearing are mailed, the applicant is eligible for a refund of 35% of the filing fees. Applications withdrawn after the notices for the City Council public hearing are mailed are not eligible for a refund. • If an action on the application is made by the Planning Commission or City Council, no further applications for rezoning on all or part of the subject property may be considered for a period of twelve (12) months unless a waiver is granted by the City Council. • As a general rule, the time period involved from the submission of a completed application to the passage of an ordinance is two months. This time period can vary depending on the complexity of the application and the number of cases currently on the docket. NOTE: It is important to understand that approval of a change in zoning cannot be construed as amending the Building Code, Fire Code, or any other applicable ordinances. Further information call the Department of Development Services at (361) 826-3240 Revised 08/24/2012 K:\DevelopmentSvcs\SHARED\Sylvia Arispe\HTE Docs\Zoning\ZONING PROCESS.doc ADDENDUM TO CITY OF CORPUS CHRISTI: REZONING APPLICATION DISCLOSURE OF INTERESTS 1. Bill J.Brown Reagan Travis Brown Alyssa A Brown McCoy Mailing Address For Above Browns&McCoy P.O.Box 8229 Corpus Christi,Texas 78468 2. Bobak Mostaghasi,Managing Member The London Proper,LLC 5 West Bar-Le-Doc Corpus Christi,Texas 78414 3. Joseph D.Cox,Trustee,for Lien on Property owned by The London Proper,LLC MURRAY BASS, JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, zip 78404 NtxoN M. WELSH, P.E.,R.P.L.S. 361 882-5521— FAx 361 882-1265 www.bass-welsh.com e-mail: murrayjr@aol.com e-mail: nixmwl@gmail.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 14,2020 16014-M&B-CN1 TR Ldoc CN-1 Tract 1 Zoning STATE OF TEXAS § COUNTY OF NUECES § Description of a 62.303 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts,a map of which is recorded in Volume 3,Page 15,Map Records,Nueces County,Texas and also being a portion of an 89.168 acre tract of land described by deed in Document No.2015011169, Official Records of said county,said 62.303 acre tract of land as further described by metes and bounds as follows: BEGINNING at the northeast or easternmost corner of Mokry Estates, a map of which is recorded in Volume 68,Page 824,said map records,for angle point in the south boundary line of the tract herein described; THENCE S89°08'55"W 666.82 along the north boundary line of said Mokry Estates and along the north boundary line of a 1.06 acre tract of land described by deed recorded at Document No. 2012027694, said official records, to a point in the east right-of-way line of County Road 33 for the southwest or westernmost corner of the tract herein described; THENCE N20012'50"E 1172.65' along said east right-of-way line of County Road 33 to a point for the northwest corner of the tract herein described; THENCE N89013'29"E 2457.23' along the south boundary line of a 1.77 acre tract of land described by deed recorded at Volume 1523,Page 394,Deed Records of said county, to a point for the southeast corner of said 1.77 acre tract and northeast corner of the tract herein described and of said 89.168 acre tract in the west boundary line of a 298.57 acre tract of land described by deed recorded at Document No. 2020019585, said official records; THENCE S18°00'59"W 1155.04' along the west boundary line of said 298.57 acre tract to a point for the southeast corner of the tract herein described; THENCE S89012'35"W 1838.38' to the POINT OF BEGINNING, a sketch showing said 62.303 acre tract being attached hereto as Exhibit"E". ixon M.Welsh,R.P.L.S. 4 F ger v�sri,�c d1 NIXON M.WELSH, .... ..... .... 2211 a„ r'•.+ �a�' •o 7 aaa EXHIBIT "A" ko suF*tq�� Page 1 of 1 MURRAY BASS, JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, ZIP 78404 Ni XON M. WELSH, P.E.,R.P.L.S. 361 882-5521--- FAx 361 882-1265 www.bass-welsh.com e-mail: murrayjr@aol.com e-mail: nixmwl@gmail.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 14,2020 16014-M&B CN1 Tr2.doc CN1 Tract 2 Zoning STATE OF TEXAS § COUNTY OF NUECES § Description of a 36.699 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts, a map of which is recorded in Volume 3, Page 15, Map Records, Nueces County, Texas and being a portion of a 298.57 acre tract of land described by deed in Document No. 2020019585, Official Records of said county,said 36.699 acre tract of land as further described by metes and bounds as follows: BEGINNING at the northwest corner of said 298.57 acre tract in an upper south boundary line of a 308.99 acre tract of land described by deed recorded at Document No. 941343, said official records, said beginning point for the northwest corner of the tract herein described and northeast corner of a 21.76 acre tract of land described by deed,Doc.No.2019002524,said official records; THENCE along said upper south boundary line of 308.99 acre tract N89°06'41"E 887.86' to a point for the northeast corner of the tract herein described; THENCE S17052'10"W 1896.98'to a point for the southeast corner of the tract herein described; THENCE S89°13'29"W 892.40' to a point for the southwest corner of the tract herein described and northeast corner of an 89.168 acre tract of land described by deed recorded in Document No. 2015011169, said official records,in the west boundary line of said 298.57 acre tract; THENCE along said west boundary line of 298.57 acre tract N18°00'59"E 1896.77 to the POINT OF BEGINNING,a sketch showing said 36.699 acre tract being attached hereto as Exhibit"E". on M.Welsh,R.P.L.S. t•'O NI. . M,WELSH 4..4 2211 ty' '0 suay� EXHIBIT "B" Page 1 of 1 MURRAY BASS, JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, ZIP 78404 NixoN M. WELSH, P.E.,R.P.L.S. 361 882-5521— FAx 361 882-1265 www.bass-weish.com e-mail: murrayjr@aol.com e-mail: nixmwl@gmail.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 14,2020 16014-M&B CG2.doc CG2 Zoning STATE OF TEXAS § COUNTY OF NUECES § Description of a 286.800 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts, a map of which is recorded in Volume 3, Page 15, Map Records, Nueces County, Texas and being a portion of a 298.57 acre tract of land described by deed in Document No. 2020019585, Official Records of said county and a portion of an 89.168 acre tract of land described by deed recorded in Document No. 2015011169,said official records, said 286.800 acre tract of land as further described by metes and bounds as follows: BEGINNING at the northeast or easternmost corner of Mokry Estates, a map of which is recorded in Volume 68,Page 824,said map records,said beginning point for a southwesterly corner of the tract herein described; THENCE N89012'35"E 1838.38' to a point for interior southwesterly corner of the tract herein described in the west boundary line of said 298.57 acre tract; THENCE N18°00'59"E 1155.04' along said west boundary line of 298.57 acre tract to a point for west central corner of the tract herein described and northeast corner of said 89.168 acre tract; THENCE N89°13'29"E 892.40'to a point for interior central corner of the tract herein described; THENCE N17°52'10"E 1896.98'to a point for north central corner of the tract herein described in the upper south boundary line of a 308.99 acre tract of land described by deed recorded at Document No. 941343,said official records; THENCE along said upper south boundary line of 308.99 acre tract N89°06'41"E 1777.00' to a point for the easternmost north corner of the tract herein described and central interior corner of said 308.99 acre tract; THENCE S17052'10"W 1568.11' along a south central boundary line of said 308.99 acre tract to a point for central interior corner of the tract herein described and south central corner of said 308.99 acre tract; THENCE N89°23'24"E 1863.69' along a southeast or lower south boundary line of said 308.99 acre tract to a point in the west right-of-way line of State Highway 286 (Chapman Ranch Road) for the northernmost east corner of the tract herein described and southeast corner of said 308.99 acre tract; THENCE S17°50'11"W 1125.47' along said west right-of-way line of State Highway 286 to a common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; EXHIBIT "C" Page 1 of 2 Metes and Bounds Description,286.800 Acre Tract,May 14,2020,Continued; THENCE S17°55'02"W 25.06' along said west right-of-way line of State Highway 286 to a common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; THENCE S21035'08"W 56.77' along said west right-of-way line of State Highway 286 to the point of curvature of a circular curve to the left having a central angle of 11°23'16", a radius of 4179.72' and a chord bearing S15°21'38"W 829.37'; THENCE along said west right-of-way line of State Highway 286,being along said circular curve to the left, a distance of 830.74'to a point for upper southeast corner of the tract herein described; THENCE along a "cutback" right-of-way line between said State Highway 286 and Weber Road (FM Highway 43) S48°50'10"W 77.88' to a point for lower southeast corner of the tract herein described in the north right-of-way line of said Weber Road; THENCE S89°12'35"W 6395.42'along said north right-of-way line of Weber Road to a point for right-of-way line corner of said Weber Road and southwest corner of the tract herein described; THENCE N20'11'54'E 629.71' along a north right-of-way line of said Weber Road and along the east boundary line of said Mokry Estates to the POINT OF BEGINNING,a sketch showing said 286.800 acre tract being attached hereto as Exhibit"E". O . bixon M.Welsh,R.P.L.S. ,f.'" NIXM.WELSH {}w �..• f.aia ffff • 2211 •• 4 URNS EXHIBIT "C Page 2 of 2 MURRAY BASS, JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, zip 78404 Nixon M. WELSH, P.E.,R.P.L.S. 361 882-5521— FAx 361 882-1265 www.bass-welsh.com e-mail: murrayjr@aol.com e-mail: nixmwl@gmail.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 14,2020 16014-M&B-Annex.doc Annexation Tract STATE OF TEXAS § COUNTY OF NUECES § Description of a 385.802 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts, a map of which is recorded in Volume 3,Page 15, Map Records, Nueces County, Texas and being all of a 298.57 acre tract of land described by deed in Document No.2020019585, Official Records of said county and a portion of an 89.168 acre tract of land described by deed recorded in Document No. 2015011169, said official records,said 385.802 acre tract of land as further described by metes and bounds as follows: BEGINNING at a 5/8"iron rod with plastic cap labeled Bass and Welsh Engineering found for the northeast or easternmost corner of Mokry Estates, a map of which is recorded in Volume 68, Page 824, said map records,said beginning point for interior southwesterly corner of the tract herein described; THENCE S89008'55"W 666.82 along the north boundary line of said Mokry Estates and along the north boundary line of a 1.06 acre tract of land described by deed recorded at Document No. 2012027694, said official records, to 5/8" iron rod found in the east right-of-way line of County Road 33 for the upper southwest or westernmost corner of the tract herein described; THENCE N20012'50"E 1172.65' along said east right-of-way line of County Road 33 to a 5/8"iron rod set for the northernmost west corner of the tract herein described; THENCE N89013'29"E 2457.23' along the south boundary line of a 1.77 acre tract of land described by deed recorded at Volume 1523, Page 394, Deed Records of said county, to a 5/8" iron rod set for the southeast corner of said 1.77 acre tract,west central interior corner of the tract herein described and northeast corner of said 89.168 acre tract in the west boundary line of said 298.57 acre tract; THENCE along said west boundary line of 298.57 acre tract N18°00'59"E 1896.77' to a 5/8" iron rod found for the northwest corner of said 298.57 acre tract and westernmost north corner of the tract herein described in an upper south boundary line of a 308.99 acre tract of land described by deed recorded at Document No. 941343,said official records; THENCE along said upper south boundary line of 308.99 acre tract N89°06'41"E 2664.86' to a 1" iron pipe found for easternmost north corner of the tract herein described and central interior corner of said 308.99 acre tract; THENCE S17052'10"W 1568.11' along a south central boundary line of said 308.99 acre tract to a 5/8" iron rod found for east central interior corner of the tract herein described and south central corner of said 308.99 acre tract; EXHIBIT "D" Page 1 of 2 Metes and Bounds Description,385.802 Acre Tract,May 14,2020,Continued: THENCE N89023'24"E 1863.69' along a southeast boundary line of said 308.99 acre tract to a 5/8" iron rod found in the west right-of-way line of State Highway 286 (Chapman Ranch Road) for the northernmost east corner of the tract herein described and southeast corner of said 308.99 acre tract; THENCE S17050'11"W 1125.47' along said west right-of-way line of State Highway 286 to a TxDOT monument with brass disk found for common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; THENCE S17°55'02"W 25.06'along said west right-of-way line of State Highway 286 to a TxDOT monument with brass disk found for common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; THENCE S21°35'08"W 56.77'along said west right-of-way line of State Highway 286 to a 5/8"iron rod found at the point of curvature of a circular curve to the left having a central angle of 11°23'16", a radius of 4179.72', and a chord bearing S15°21'38"W 829.37'; THENCE along said west right-of-way line of said State Highway 286, being along said circular curve to the left,a distance of 830.74'to a TxDOT monument with brass disk found for upper southeast corner of the tract herein described; THENCE along a "cutback" right-of-way line between said State Highway 286 and Weber Road (FM Highway 43) S48050'10"W 77.88'to a TxDOT monument with brass disk found for lower southeast corner of the tract herein described in the north right-of-way line of said Weber Road; THENCE S89012'35"W 6395.42' along said north right-of-way line of Weber Road to a 5/8" iron rod found for right-of-way line corner of said Weber Road and lower southwest corner of the tract herein described; THENCE N20011'54'E 629.71' along a north right-of-way line of said Weber Road and along the east boundary line of said Mokry Estates to the POINT OF BEGINNING,a sketch showing said 385.802 acre tract being attached hereto as Exhibit"E". ixon M.Welsh,R.P.L.S. O F g,��!4►sTE�t4 4P ;... K M WELSH IX{?�t .... ..... .... . 2211 ' r�+O$URy�jO EXHIBIT "D" Page 2 of 2 PORTION SECT. "D", LAURELES FARM TRACTS, V. 3, P. 15, M. R., DOC. N0. 2012027694, —ZD O.R., DALE ROFF, 1.06 AC.---- CL CR 33 co M❑KRY ESTATES m� V. 68, P. 824, M. R. e,� c? 6S F 0 400' 800' 1600' OD NN .(J1 SCALE: 1'= 800' I NN t8 O r 00 � n i0 1. 77 AC. TRACT, MAGGIE "- ro z �- CARLISLE, ET AL, V. 1523, P. 394, D. R. w W ]> ru m Ln O n N REMAINDER OF 173. 21 AC. TRACT MICHAEL n m (� —I MEANEY, ET AL, DOC. NO. 2005062830, ❑, R, , AND JOSEPH MEANEY AS TRUSTEES, I 01) I> '—' � DOC. NO. 2019022574, O. R. w Ln 00 n z J BRASELT❑N DEVELOPMENT � N W w C❑. , DOC. NO. Cn p 2019028160,❑, R. , 8. 68 AC. co BRASELT❑N DEVELOPMENT CO. , LTD, DOC. NO. 00 S18°Op, 2019002524, ❑, R. ,21. 76 AC, 11 S 59�W S I ]> —i 04 r z n I n M (� co N18°00 S9. �cl t �o CL FM 43 I N w CN1 f 1896 �Af w o ( WEBER ROAD)—,.,,, $N T ZpN >' I 36 RAC T NG 699A co C �A z w� Sl>°S2 �0,W 00 0 c' 'D OD 98, m ie d Iw CO2 ZONING TRACT, £ 286. 800 AC. NOTE: THE OVERALL TRACT SHOWN A N HEREON ( SUM OF THREE Z❑NING c I TRACTS SHOWN) = ANNEXATION TRACT = 385. 802 AC. o I o � Sl>• I z 58 10.4 3 co z 0It 1S6g ro �jMjt 11 w I ro -Na a n ,- q I { Wm EXHIBIT " E" S�l•3 o a oN SKETCH TO ACCOMPANY METES S6. �8'W n AND BOUNDS DESCRIPTIONS 'Tl >° 1'=800' S48`50' 10'W 77. 88' f c'S 5 0�'•W 9D� ID' BASS AND WELSH ENGINEERING D=11°23' 16' 50- 0 tj CORPUS CHRISTI, TX R=4179. 1185 g j�"4/ n F) ENGINEERING REG. NO. F7 T=416, 744'' 52, FILE: L=830. 74' CL SH 286 EXB-ZONING, JOB NO. 16014, SCALE: 1" = 800' CH=829, 37' ( CHAPMAN RANCH PLOT SCALE: SAME, PLOT DATE: CB=S15°21' 38'W ROAD) , ROW WIDTH VARIES 5/14/20, SHEET 1 OF 1 MUNICIPAL SERVICE PLAN AGREEMENT FOR THE 385.802 ACRE TRACT OF LAND OUT OF TRACT D, LAURELES FARM TRACTS This MUNICIPAL SERVICE PLAN AGREEMENT ("Agreement") is entered into by and between the City of Corpus Christi ("City"'), and The London Proper, LLC, Origin Bank (Lien Holder), Bill J. Brown, Reagan Travis Brown, and Alyssa A. Brown McCoy (collectively "Landowner"), both of which may be referred to herein singularly as "Party" or collectively as the "Parties." WHEREAS, the Landowner has requested that the City consider annexation of a tract of land totaling approximately 385.802 acres of land situated in Nueces County, Texas, as specifically described in Exhibit "A" ("Subject Properly"'), which is attached hereto and incorporated herein for all purposes; WHEREAS, the City intends to institute annexation proceedings for the "Subject Property; WHEREAS, Texas Local Government Code §43.0672 requires a written agreement for the provision of services in the area first be entered into between the City and Landowner of the Subject Property prior to annexation; WHEREAS, the City and the Landowner agree each will benefit from the City's development restrictions and zoning requirements, as well as other municipal services provided by the City which are good and valuable consideration for the Landowner to request annexation and for the Parties to enter into this Agreement for the City to provide the listed services upon annexation and in accordance with this Agreement; WHEREAS, the City Council of the City of Corpus Christi, Texas, finds and determines that this Agreement will not provide any fewer services or a lower level of services in the annexation area than were in existence in the annexation area at the time immediately preceding the annexation process. The service agreement will provide the annexed area with a level of service, infrastructure, and infrastructure maintenance that is comparable to the level of service, infrastructure, and infrastructure maintenance available in other parts of the municipality with topography, land use, and population density similar to those reasonably contemplated or projected in the area. WHEREAS, it is found that all statutory requirements have been satisfied and the City is authorized by Texas Local Government Code Chapter 43, to annex the Subject Property into the City; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows: Section 1. Recitals The Parties hereto acknowledge and agree that the foregoing recitals are hereby found to be true and correct and are hereby adopted by the Parties and made a part hereof for all purposes. Section 2. Services to be Provided The following service list represents the provision of services agreed to between the landowner of the Property and the City establishing a program under which the City will provide municipal services to the Subject Property as required by Texas Local Government Code §43.0672, which will be provided at a level consistent with services levels provided to other similarly situated areas within the City. a. General Municipal Services. The following services shall be provided immediately from the effective date of the annexation: (1) Police Protection: Services to be Provided: The Corpus Christi Police Department will provide police protection. (2) Fire Protection: Services to be Provided: The Corpus Christi Fire Department will provide fire protection and suppression through its existing fire stations. (3) Emergency Medical Service: Services to be Provided: The Corpus Christi Fire Department will provide emergency medical services. (4) Solid Waste Collection: Services to be Provided: After the effective date of annexation, the City of Corpus Christi will provide solid waste services to single family residential customers directly or indirectly through a third-party contract. Commercial garbage collection service for businesses and multi-family residences is available on a subscription basis from private service providers. The City of Corpus Christi will allow commercial refuse collectors to continue providing this service to condominium complexes, multi-family apartments and commercial and industrial establishments. (5) Water Service: Existing Services: Currently, the City of Corpus Christi holds a water certificate of convenience and necessity ("CCN") for the annexation area. Services to be Provided: The City of Corpus Christi will continue to provide water service to the annexed area. In accordance with the applicable rules and regulations for the provision of water service, water service will be provided to the Subject Property, or applicable portions thereof, by the utility holding a water CCN for the subject property or portions thereof (the "CCN holder") and, as 2 applicable, the utility providing wholesale or retail water service to said CCN holder. Absent a water CCN, by the utility in whose jurisdiction the Subject Property, or portions thereof as applicable, is located, the extension of water service will be provided in accordance with all the ordinances, regulations, and policies of the City. (6) Wastewater Service: Existing Services: Currently, the annexation area lies outside a wastewater certificate of convenience and necessity ("CCN"). Services to be Provided: Absent a wastewater CCN by the utility in whose jurisdiction the subject property, or portions thereof as applicable, is located, the extension of wastewater service will be provided in accordance with all the ordinances, regulations, and policies of the City. When areas are not reasonably accessible to a public wastewater facility of sufficient capacity as determined by adopted City wastewater standards, individual aerobic system or individual wastewater treatment plant will be utilized in accordance with all the ordinances, regulations, and policies of the City. (7) Operation and Maintenance of Water and Wastewater Facilities that are not Within the Service Area of Another Water or Wastewater Utility: Water and wastewater service will be provided in accordance with the Corpus Christi Unified Development Code, Utility Department Policies and engineering standards and provided the service is not within the certificated service area of another utility through existing facilities located within or adjacent to the area. Any and all water or wastewater facilities owned or maintained by the City of Corpus Christi, Texas, at the time of the proposed annexation shall continue to be maintained by the City of Corpus Christi, Texas. Any and all water or wastewater facilities that may be the property of another municipality or other entity shall not be maintained by the City of Corpus Christi unless the facilities are dedicated to and accepted by the City of Corpus Christi. The current water line mains at their existing locations shall be available for point of use extension based upon the current City's standard water extension policies now existing or as may be amended. On-site sewage facilities may be allowed contingent upon the property owner meeting all city, county, state and federal requirements. (8) Operation and Maintenance of Roads and Streets, including Street Lighting: The City will maintain public streets over which the City has jurisdiction. Roads, streets or alleyways which are dedicated to and accepted by the City of Corpus Christi, Texas, or which are owned by the City of Corpus Christi, Texas, shall be maintained to the same degree and extent that other roads, streets and alleyways are maintained in the City. Lighting of public roads, streets and 3 alleyways shall be maintained by the applicable utility company servicing the City unless the lighting facility has been dedicated to the public, in which case the City will be the operator. (9) Operation and Maintenance of Parks, Playgrounds and Swimming Pools: Currently there are no public recreational facilities in the annexation area including parks, playgrounds, or swimming pools. Any park that may be under the responsibility of the County will be maintained by the City only upon dedication of the park by the County to the City and acceptance of the park by the City Council. If the City acquires any parks, playgrounds, or swimming pools within the annexation area, an appropriate City department will provide maintenance services. (10) Operation and Maintenance of any other Publicly-Owned Facility, Building, or Service: Currently there are no such other publicly owned facilities, buildings, or services identified. If the City acquires any publicly owned facilities, buildings, or services within the annexation area, an appropriate City department will provide maintenance services. (11) Planning and Zoning Services: Existing Services: Subdivision planning services currently provided when plats are submitted for City review. Services to be Provided: The City will impose and enforce zoning, subdivision development, site development and building code regulations with the Annexed Area upon the effective date of the annexation. Enforcement will be in accordance with City ordinances. Development plans and plats for projects within the Annexed Area will be reviewed for compliance with City standards. The use of land in a legal manner may continue in accordance with Texas Local Government Code §43.002. (12) Other Municipal Services: City recreational facilities, including parks and library, will be available for use by landowners or residents of the Annexed Area on the same basis as those facilities are available to current City landowners and residents. City residents receive program preference for some City programs. Excluding gas and electric services, other City services including Animal Control, Code Enforcement, Municipal Court and General Administration services will be also be available to landowners and residents in the Annexed Area on the same basis those facilities are available to current City landowners and residents. All other services contemplated herein will be available upon the effective date of annexation. b. Capital improvements. No additional capital improvements are necessary at this time to service the Subject Property in the same manner as similarly situated properties. Upon development of the 4 Subject Property or redevelopment, the Landowner will be responsible for the development costs the same as a developer in a similarly situated area under the ordinances in effect at the time of development or redevelopment. Capital improvement acquisition or construction will occur in accordance with applicable ordinances and regulations and the adopted capital improvement plans of the City, as may be amended. (1) Water and Wastewater Facilities: Water and Wastewater infrastructure and improvements will be constructed by the Landowner or Landowner's developer according to the Corpus Christi Unified Development Code, City's Water and Wastewater standards, and City's master plans, as may be amended. (2) Roads and Streets: Road and street infrastructure and improvements will be constructed by the Landowner or Landowner's developer according to the Corpus Christi Unified Development Code, City's design standards, and City's master plans, as may be amended. Improvements are needed to County Road 43 in order to serve the Subject property (King Lake Subdivision). Only a portion of County Road 43 is located within the annexation area. Responsibility for improvements to County Road 43 outside the annexation area will remain with Landowner or Landowner's developer and Nueces County. In general, the City will acquire control of all public roads and public streets within the annexation area upon annexation. Future extensions of roads or streets and related facilities, such as traffic control devices, within the City limits will be governed by the City's standard policies and procedures. (3) Street Lighting: Street lighting in new and existing subdivisions will be installed and maintained in accordance with the applicable standard policies and procedures. Section 3. Schedule of Services In accordance with Texas Local Government Code § 43.0672(c), no other services are contemplated by this Agreement and a schedule for future services as contemplate by Texas Local Government Code § 43.0672(b) is not applicable as all services identified herein will be provided upon the effective date of annexation. Section 4. Level of Service Nothing in this Agreement shall require the City to provide a uniform level of full municipal services to each area of the City, including the annexed areas, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. The City of Corpus Christi will provide services to the newly annexed area in a manner that is similar in type, kind, quantity, and quality of service presently enjoyed by the citizens of the City of Corpus Christi, Texas, who reside in areas of similar topography, land utilization and population density. 5 Section 5. Vested Rights Claims. This Agreement is not a permit for the purposes of Texas Local Government Code Chapter 245. Section 6. Effective Term The term of this Agreement (the "Term") is ten (10) years from the Effective Date. This agreement is effective upon execution by the City. Section 7. Force Majeure In case of an emergency, such as force majeure as that term is defined in this Agreement, in which the City is forced to temporarily divert its personnel and resources away from the annexation area for humanitarian purposes or protection of the general public, the City obligates itself to take all reasonable measures to restore services to the annexation area of the level described in this Agreement as soon as possible. Force Majeure shall include, but not be limited to, acts of God, acts of the public enemy, war, blockages, insurrection, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, droughts, tornadoes, hurricanes, arrest and restraint of government, explosions, collisions and other inability of the City, whether similar to those enumerated or otherwise, which is not within the control of the City. Unavailability or shortage of funds shall not constitute Force Majeure for purposes of this Agreement. Section 8. Legal Construction. If any provision in this Agreement is for any reason found to be unenforceable, to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceable provision will not affect any other provision hereof, and this Agreement will be construed as if the unenforceable provision had never been a part of the Agreement. Whenever context requires, the singular will include the plural and neuter include the masculine or feminine gender, and vice versa. Headings on this Agreement are for reference only and are not intended to restrict or define the text of any section. This Agreement will not be construed more or less favorably between the Parties by reason of authorship or origin of language. Section 9. Amendment and Modifications. This Agreement may be amended or modified only in a written instrument that is executed by both the City and the landowner or landowners after it has been authorized by the City Council. Section 10. Effect of Future Laws. No subsequent change in the law regarding annexation shall affect the enforceability of this Agreement. Section 11. Venue and Applicable Law. Venue for this Agreement shall be in Nueces County, Texas. This Agreement shall be construed under and in accordance with the laws of the State of Texas. Section 12. Counterparts. 6 This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts will be construed together and will constitute one and the same instrument. Section 13. Entire Agreement This Agreement contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed and cannot be varied except by written agreement of the Parties. Any oral representation or modification concerning this instrument shall be of no force and effect except for any subsequent modification in writing, signed by the Party to be charged. Section 14. Binging Effect/Authority This agreement binds and inures to the benefit of the Parties and their respective heirs, successors, and permitted assigns. Each party further warrants that each signatory to this agreement is legally authorized to bind the respective individual or entity for the purpose established herein. MUNICIPAL SERVICE PLAN AGREEMENT FOR THE 385.802 ACRE TRACT OF LAND OUT OF TRACT D, LAURELES FARM TRACTS CITY OF CORPUS CHRISTI LANDOWNER(S) By: Peter Zanoni, By: City Manager Bobak Mostaghasi, General Partner The London Proper, LLC Date: Owner By: Joseph D. Cox, Trustee APPROVED AS TO FORM: Lien in favor of Origin Bank By: Buck Brice Assistant City Attorney By: for the City Attorney Bill J. Brown Owner By: Reagan Travis Brown Owner By: Alyssa A. Brown McCoy Owner EXHIBIT A METES AND BOUNDS MURRAY BASS, JR., P.E.,R.P.t..S. 3054 S. ALAMEDA, ZIP,78404 NIXON M. WELSH, P.E.,R.P.L.S. 361 882-5521-- FA 361 882-1265 www.bass-welsh_com e-mail: murrayjr(a)aol.com e-mail: nixmwl@gmail.com BASS & WELSH ENGINEERING Engineering Firm Reg.. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 May 14,2020 1.6014-M&B-Annex.d oe Annexation Tract STATE OF TEXAS § COUNTY OF NUECES § Description of a 385.802 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts,a map of which is recorded in Volume 3, Page 15, Map Records, Nueces County,Texas and being all of a 298.57 acre tract of land described by deed in Document No.2020019585, Official Records of said county and a portion of an 89.168 acre tract of land described by deed recorded in Document No. 2015011169,said official records,said 385.802 acre tract of land as further described by metes and bounds as follows: BEGINNING at a 5/8"iron rod with plastic cap labeled Bass and Welsh Engineering found for the northeast or easternmost corner of Mokry Estates, a map of which is recorded in Volume 68, Page 824, said map records,said beginning point for interior southwesterly corner of the tract herein described; THENCE S89'08'55"W 666.82 along the north boundary line of said Mokry Estates and along the north boundary line of a 1.06 acre tract of land described by deed recorded at Document No. 2012027694, said official records, to 518" iron rod found in the east right-of-way line of County Road 33 for the upper southwest or westernmost corner of the tract herein described; THENCE N20012'50"E 1172.65' along said east right-of-way line of County Road 33 to a 518"iron rod set for the northernmost west corner of the tract herein described; THENCE N89'1.3'29"E 2457,23' along the south boundary line of a 1.77 acre tract of land described by deed recorded at Volume 1523, Page 394, Deed Records of said county, to a 518" iron rod set for the southeast corner of said 1.77 acre tract,west central interior corner of the tract herein described and northeast corner of said 89.168 acre tract in the west boundary line of said 298.57 acre tract; THENCE along said west boundary line of 298.57 acre tract N18'00'59"E 1896.77'to a 518" iron rod found for the northwest corner of said 298.57 acre tract and westernmost north corner of the tract herein described in an upper south boundary line of a 308.99 acre tract of land described by deed recorded at Document No. 941343,said official records; THENCE along said upper south boundary line of 308.99 acre tract N89°06'41"E 2664.86' to a 1" iron pipe found for easternmost north corner of the tract herein described and central interior corner of said 308.99 acre tract; THENCE S17°52'10"W 1568.11' along a south central boundary line of said 308.99 acre tract to a 518" iron rod found for east central interior corner of the tract herein described and south central corner of said 308.99 acre tract; Metes and Bounds Description,385.802 Acre Tract,May 14,2020,Continued: THENCE N89023'24"E 1863.69' along a southeast boundary line of said 308.99 acre tract to a 518" iron rod found in the west right-of-way line of State Highway 286 (Chapman Ranch Road) for the northernmost east. corner of the tract herein described and southeast corner of said 308.99 acre tract; THENCE S17050'11"W 1125.47' along said west right-of-way line of' State Highway 286 to a TxDOT monument with brass disk found for common angle point in said west right-of-way lint;of State Highway 286 and east boundary line of the tract herein described; THENCE S17055'02"W 25.06'along said west right-of-way line of State Highway 286 to a TxDOT monument with brass disk found for common angle point in said west right-of-way line of State Highway 286 and east boundary line of the tract herein described; THENCE S21035'08"W 56.77'along said west right-of-way line of State Highway 286 to a 518"iron rod found at the point of curvature of a circular curve to the left having a central angle of 11*23'16",a radius of 4179.72', and a chord bearing S15°21'38"W 829.37'; THENCE along said west right-of-way line of said State Highway 286, being along said circular curve to the left,a distance of 830.74'to a TxDOT monument with brass disk found for upper southeast corner of the tract herein described; THENCE along a "cutback" right-of-way line between said State Highway 286 and Weber Road (FM Highway 43) S48°50'10"W 77.88'to a TxDOT monument with brass disk found for lower southeast corner of the tract herein described in the north right-of-way line of said Weber Road; THENCE S89°12'35"W 6395.42' along said north right-of-way line of Weber Road to a 518" iron rod found for right-of-way line corner of said Weber Road and lower southwest corner of the tract herein described; THENCE N20011'54'E 629.71' along a north right-of-way line of said Weber Road and along the east boundary line of said Mokry Estates to the POINT OF BEGINNING,a sketch showing said 385.802 acre tract being attached h ri cto as Fxhihit"E". ixon M.Welsh,R.P.L.S. 0 F ... } A we Tait, K�xo�t .... ..... .... . •�� 7311 !Y. lj- I if II H-L ?q III 11V .3 Ila r• III k. Ilr III III I AN III i6 b.r w s e I r. i y la IV' r Ii I f f: 14 � I!k ✓i II Q +•IIY�.L I a II I' z II I = r II n I, N Ir v I I Y a o Ij •p I I i"z ttl � _ '�•8rp I ! rit •rtla i ins Al ;. lit r�• tlr �y:r EXHIBIT B ANNEXATION AREA MAP 14 i i+ I j % % - I � .. King's Landing 1 Annexation Londontown (11119119) Annexation (D5/14(2019)._..J % 1 385.802 —J7a c :e w. r a� Legend _1 Annexation Area L.._I City Limits-Current Parcel Bounds N City Of Print Date: 07/17/2020 Corpus Christi A:Annexation Area p = 385.802 acres 0 1,200 2,400 4,800 1 inch = 2,000 feet Feet City of Corpus Christi Area Development Plan le-i�—Ito-ho MARCH 17 � �-� . 2020 r1ridon AREA DEVELOPMENT PLAN ACKNOWLEDGEMENTS CITY COUNCIL Sheldon Schroeder Commission Member Joe McComb Michael M. Miller Mayor Commission Member Rudy Garza Jr. Daniel M. Dibble Council Member At-Large Commission Member Paulette M. Guajardo Michael York Council Member At-Large Commission Member Michael T. Hunter Benjamin Polak Council Member At-Large Navy Representative Everett Roy Council Member District 1 Ben Molina STUDENT ADVISORY Council Member District 2 COMMITTEE Roland Barrera Council Member District 3 Ben Bueno Greg Smith Harold T. Branch Academy Council Member District 4 Estevan Gonzalez Gil Hernandez London High School Council Member District 5 Grace Hartridge Veterans Memorial High School PLANNING COMMISSION Londo uHigh lSchool Carl E. Crull Ciara Martinez Chairman Richard King High School Jeremy Baugh Katie Ngwyen Vice Chairman Collegiate High School Marsha Williams Damian Olvera Commission Member Texas A&M Corpus Christi Heidi Hovda Natasha Perez Commission Member Del Mar College Kamran Zarghouni Emily Salazar Commission Member Mary Carroll High School ADVISORY COMMITTEE Kara Rivas Young Business Professionals of the Coastal Charles Benavidez Bend Texas Department of Transportation Gordon Robinson Donna Byrom Corpus Christi Regional Transit Authority London Resident Eloy Salazar Marco Castillo United Corpus Christi Chamber of Commerce Southside Resident Steve Synovitz Joseph Cortez Oso Creek I-Plan Coordination Committee Corpus Christi Association of Realtors John Tamez Carl Crull London Area Landowner Planning Commission Judi Whitis Rabbi Ilan Emanuel London ISD Corpus Christi Clergy Alliance Dr. Mark Escamilla Del Mar College CONSULTANT TEAM Gil Hernandez FREES E Corpus Christi City Council District 5 . Dr. Roland Hernandez 1 M ICHOLS Corpus Christi ISD Casandra Lorentson Freese and Nichols, Inc. Parks and Recreation Advisory Committee 11200 Broadway Street, Offices West Wayne Lundquist Suite 2320 London Area Landowner Pearland, TX 77584 Robert MacDonald Corpus Christi Metropolitan Planning Organization Moses Mostaghasi Coastal Bend Homebuilders Association Benjamin Polak Naval Air Station Corpus Christi Jay Reining Oso Creek I-Plan Coordination Committee THIS PAGE INTENTIONALLY LEFT BLANK Ordinance adopting a new London Area Development Plan, an element of the Plan CC Comprehensive Plan; rescinding the former London Area Development Plan adopted on August 17, 1987; and amending the Plan CC Comprehensive Plan WHEREAS, the Planning Commission has forwarded to City Council its reports and recommendations concerning the adoption of the London Area Development Plan. WHEREAS, with proper notice to the public, public hearings were held on Wednesday, February 5, 2020, during a meeting of the Planning Commission, a n d on Tuesday, February 25, 2020, during a meeting of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; WHEREAS, City Staff invited the public to workshops and public meetings that were held on January 28, 2019, April 1, 2019, April 2, 2019, April 4, 2019, and December 5,2019 to give input to help develop a London Area Development Plan for Corpus Christi, and to receive public feedback. WHEREAS, an Advisory Committee provided guidance and assistance throughout the process and staff coordinated with various community agencies. WHEREAS,the City shall use the London Area Development Plan as a guideline for urban growth, implementation of policy initiatives and public investments, and to facilitate other plans that the city considers necessary for systematic growth and development. WHEREAS, the City Council has determined that these amendments would best serve public health, safety, necessity, convenience, and general welfare of the City of Corpus Christi and its citizens. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,TEXAS: SECTION 1.That the London Area Development Plan, adopted by City Council Ordinance#19975 on August 17, 1987, is hereby rescinded. SECTION 2.That the London Area Development Plan, as shown in Exhibit A, which is attached and incorporated by reference, is adopted as an element of the Plan CC Comprehensive Plan. SECTION 3.To the extent that the amendment made by this ordinance represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the amendment made by this ordinance. The Comprehensive Plan, as 032048 SCANNED amended from time to time and except as changed by this ordinance, remains in full force and effect. SECTION 5. The City Council intends that every section, paragraph, subdivision, clause, phrase, word or provision hereof shall be given full force and effect for its purpose. Therefore, if any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance. That the foregoing ordinance was re for the first time and passed to its second reading on this the�day of 2020, by the following vote:. Joe McComb Michael Hunter Roland Barrera Ben Molina Rudy Garza Everett Roy Paulette M. Guajardo Greg Smith Gil Hernandez A4 2 That the foregoing ordinance was read for the second time and passed finally on this the 1"+t^ day of V\oA,l(� 2020, 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 2020. ATTEST:. alL,4 ��"/ Rebecca Huerta Jq6 I cComb City Secretary Miay r , 032048 �n A A4 -i," A-It r :r- a • rte? {�... •. s � aN1r P _ d y r � yio " d41 : i r 's, r c �F TABLE OF CONTENTS Im INTRODUCTION Im FUTURE LAND USE MAP IN VISION THEMES POLICY INITIATIVES AND IMPLEMENTATION PUBLIC INVESTMENT INITIATIVES LONDON AREA DEVELOPMENT PLAN MARCH 17 , 2020 1 INTRODUCTION � r F 0. a I _ ' f nPIP LP0mFNT n TNF PI ON The London Area Development Plan (LADP) The LADP was created through a is an element of the Plan CC Comprehensive comprehensive public engagement process Plan. The LADP is intended to provide an that integrated the examination of the analysis of the London Area and create existing conditions and the vision of the strategic recommendations to guide future community. development. With anticipated growth in the London Area, the City should be An Advisory Committee was created to prepared to balance the needs of existing assist in guiding the planning process and and new development. New construction in provide a representation of the area's the London Area occurring both inside and residents, business owners, students, and outside of city limits will have an impact on stakeholders. The committee's participation other areas of the City. The plan includes new was essential to the development of the future land uses for the area, a vision of the final plan. Although the Advisory Committee future based on public input, specific actions championed the process, the community to achieve the vision, and infrastructure was involved throughout the process and initiatives for the implementation of the participated in multiple engagement events plan. This plan will serve as a guide for City and activities. Residents and stakeholders leadership to make educated regulatory gave their input regarding the future of and policy decisions. This plan will also help the London through online surveys and prioritize infrastructure improvements to various community engagement events, increase the quality of life for the community including a Community Open House and a and ensure sustainable growth. four-day Community Think Tank. Many of the recommendations identified in this plan are The London Area is primarily located outside a direct result of the input received, resulting of Corpus Christi city limits south of Oso in a community-driven plan. Creek with some areas within the city limits. The area extends south to County Road 18 and west to County Road 51. Development in the London Area is mostly undeveloped with some residential subdivisions. 1 0 N D 0 N AREA DEVELOPMENT PLAN MARCH 17 , 2020 3 TR000CT10N DEMOGRAPHICS POPULATION' : i 0.7% 5.0% Corpus9.8% 85+ 0-4 Average Annual Growth Rate 65 - 84 14.7% 2000-2018 ..................................................... 1,997 5 - 14 1,756 1,293 39.4 9.4% Median Age 15 - 19 464 16.6% 43.0% 20 - 34 35 - 64 2000 2010 2018 2023* *Projected Population 3.6% Other Race 2.2% Two or More Races 89.5% 0.1% White Pacific Islander 2.4% Black ' ' Asian 0.4% American Indian/ of Any _ Alaska Native -,A CITY OF CORPUS CHRISTI 4 MARCH 17 , 2020 INTR000CT1 HOUSINGI I , Vacant 40 10.4%IVacant Occupied Occupied Citywide London Average Household Size Occupied Housing Units Some College Associate Degree High School Graduate 6 .9% 19 .2% 46.9% 21 .6% %.*1W' 1 � No High School Diploma Bachelor's/Grad/Professional Degree 1 'Source:U.S.Census Bureau,Census 2010 Summary File 1.Esri forecasts for 2018 and 2023. 2Source:U.S.Census Bureau,2013-2017 American Community Survey 5-Year Estimates 1 0 N D 0 N AREA DEVELOPMENT PLAN MARCH 17 , 2020 5 'T R 1 EN GAGEMENT PRO Z;L4t�� a, dvisopyU3 itt. . . . The Advisory Committee m -� rr the Oso Bay Wetlands Preserve an The Student Advisory Q, Learning Center to identify issues Committee met to identify N and opportunities for the area. o issues and opportunities `rI for the area. `D " r The Committee reviewed a -n public input from April 1-4 o The four-day event involved Community Think Tank and rrI a series of meetings and provided feedback. presentations, input on �► future land uses, and draft o recommendations based on ro community feedback. L C C The Advisory Committee met at City Hall to verify o „ the Future Land Use Map, ro Vision, and Key Elements. r o r c < � � m e _ m U � The Advisory Committee cu An online survey was ^, o N available to the public, o, met to review the draft plan N allowing for input to be o ^, and provide feedback before o received regarding the o �_ presenting it to the communit Eo draft plan. `rI I 1 1 I CO CO ®.SSI RA7. �'.■ ■ !. L M U3 An online survey was available Over 100 people attended the U3 , p g p _ E community meeting at Kaffie to the public, allowing for input to be received regarding the Middle to learn about the Area '"�° current conditions and vision `-M Development Plan process and for the area. o o give input related to the area's o �o 0o future growth. �o 1 ,- 1 1 1 1 1 ■ ■ 1 cu O] � ■ ■ 1 ■ 1 1 ' � 1 1 , U3 � The Student Advisory Committee reviewed public inpu The Advisory Committee met to begin o from the January 28 Communit o drafting the Future Land Use Map. `� Meeting and provided feedback. ro 4. 1_ a U3 r [o =3 The draft plan wa presented to the c cu The Advisory Committee met ^, allowing for feedback from �, to recommend the draft plan :I,-'- March 17, 2020 the publi N move forward to be present o setting. o_ to Planning Commission a o `� City Council. 1 N 11 N 1 R E 1 I E V E 1 1 ' M E N T P I 1 1 0 2 0 TR000CT10N ONLINE SURVEY RESULTS WHAT IS YOUR FAVORITE THING ABOUT LONDON �QQ 12.42% Safe neighborhoods 3.82% Selection of housing/ housing prices X3.82% Convenient commute 0.14 4.14to work % Convenient access to shopping, dining, and entertainment 11 .15% Other % 17.52% - P No city taxes Schools CITY OF CORPUS CHRISTI 8 MARCH 17 , 2020 INTR000CT1 WHAT ARE 1 I II THE I !.*Other Nothing is missing THREE Parks & trails ISSUES Single-Family LONDON Homes ,IS FACIN3o�°I� Apartments rO Senior TODAY? I Housing Nis r'` Manufacturing " Urban Living ®� Entertainment Office or W Is TOIRestaurants Retail & Shopping Lack of variety in shopping, dining & entertainment IWHAT DOES I I I AREA II 10-20 I/A planned, aesthetically pleasing growth corridor with oot continued high quality school system and increased options for medium to high value single family residences with large lots, ^' -' interspersed with quality retail and entertainment offerings Water and sewer that would attract highly qualified business and industry leaders.ii infrastructure I/It's an upscale area with large lots and an amazing small school districtli I/Integrated neighborhoods, with small retail businesses, safe streets for autos, pedestrians, and cyclists, and plenty of parks, protected natural areas, and public spaces for play and �ote� events. Flooding & A development that contributes positive improvements to water quality the overall cleanliness & usability of the Oso Creek and watershed.ii 1 0 N D 0 N AREA DEVELOPMENT PLAN MARCH 17 , 2020 9 TR000CT10N COMMUNITY OPEN HOUSE IMPORTANTWHAT IS THE MOST CONSIDERING DEVELOPMENT 21.2% 16.8% o 9.7% 9.7% � � o } o c m 7.1% L — v x 0 L V) • � � 4.4% ~ o va L 3.5 �a o . o U > 0 • ' • w 00 • • • CITY OF CORPLIS CHRISTI 10 MARCH 17 , 2020 INTR000CT1 WHAT IS MISSING MOST IN LONDON? 28.1% 18.8% 17.2% 15.6% 7.8% 4.7% 3.1% Parks & Other Mixed-Use Shopping Entertainment Housing Restaurants Office Trails k TO THRIVE, 044.8% Schools ;0.3% Future potential SUNNI 41� J � Low Traffic - _- 3 rt v Oso Creek rt Q � o v � Parks & Trails N o 3 fD y rt � y y n O Rural Community N XG.9% Safe Community VISIONMY IR LONDO I/London ISD with I/Development with /I Develo or improve multiple campuses�� accessible sidewalk roads, I/Urban village.ii connectivity to parks, Master planned schools, etc.ij community.ii I/Improved drainagep I/Access for recreation I/Oso Creek and nature.jj preservation" 1 0 N D 0 N AREA DEVELOPMENT PLAN MARCH 17 , 2020 11 FUTURE LAND USE MAP — �tz. Ift.t VOW CIS L - _ y n aS ,`�' _ ���Q3o�• � �opa�o0�' 1s al Qs�aer el`��a� ea�y�o11ifi >Ali FUTURE LAND USE MAP The most direct tool cities have to guide the detail about land uses and development development in city limits is through zoning. patterns specific to the London planning Zoning is the prescribed legal use of a parcel area. Through this process, the future land of land based on city regulations. Although use designations for the London Area have zoning is influenced by the designations been revised to reflect community input, identified on the Future Land Use Map, anticipated development, and best practices. zoning only applies to areas located within city limits. Most of the London Area is located The London Future Land Use Map serves as in the ETJ. While there is no zoning in the the guide for future development decisions ETJ, the future land use designations can and provides a foundation to support the help influence development patterns. vision and recommendations of the plan. This is accomplished by setting a framework that The Plan CC Comprehensive Plan identified influences regulatory mechanisms and policy future land uses for the entire city and decisions that shape the built environment. planning areas to provide guidelines for Each of the designations presented on the development. The Area Development Plan London Future Land Use Map correlates with process is intended to go into further the classifications identified in Plan CC. LONDON AREA DEVELOPMENT PLAN MARCH 17 , 2020 13 FUTURE LAND USE CATEGORIES AGRICULTURE/RURAL COMMERCIAL USES ENTERPRISECommercial land uses include retail, services, hotel, and office uses that are typically This category includes farms and other open to the public at large. High-density enterprises that serve the rural population. residential uses, such as townhomes, cottage housing, apartments, and condominiums are considered compatible with commercial uses. Other commercial uses, such as wholesale RESIDENTIAL USES and distribution businesses, are included in the light industry category because The predominant residential land use in the they have similar impacts, such as high City of Corpus Christi is the single-family volumes of trucking. Schools, churches, and dwelling at a range of densities. All residential neighborhood-serving public uses can be categories also include schools, churches, and included in commercial land use areas. neighborhood-serving public uses. Low-density residential: up to 3 units per acre INDUSTRIAL USES Medium-density residential: 4 to 13 units per acre (including two-family dwellings) Most of the industrial uses within the city limits of Corpus Christi are light industrial; High-density residential: more than 13 heavy industry is generally located in the units per acre industrial districts outside the city limits. CITY OF CORPUS CHRISTI 14 MARCH 17 , 2020 MIXED-USE AREAS GOVERNMENT Mixed-use centers include residential, retail, Government uses include federal, state, hotel, and office uses. Mixed-use centers are county, regional and municipal government pedestrian-friendly with buildings oriented facilities and installations, except for towards the street. Residential uses are government-owned institutions. generally of a higher density, including apartments, condominiums, townhomes, cottage housing, and small-lot single-family residential. The mixture can be vertical, with PERMANENT OPEN SPACE different uses on different floors of a building, and horizontal, with different uses side by Parks and playgrounds, recreational fields and side. Churches, schools and public uses are facilities, greenways, and other green areas included in mixed-use areas. managed for public access and recreation. INSTITUTIONAL FLOOD PLAIN Hospitals, colleges, universities, schools, large CONSERVATION churches, and similar institutions, whether public or private, are designated as separate land uses because of their campus-like Lands within the 100-year flood plain, character, which requires special attention to preferably preserved for environmental edges and relationships with adjacent areas. reasons. Note:For more information about categories TRANSPORTATION included in the Future Land Use Map, please refer to pages 55-57 of Plan CC. Airports, railroads, highway and interstate rights-of-way. LONDON AREA DEVELOPMENT PLAN MARCH 17 , 2020 15 TUBE LAND USE MAP F U T U R E L A N 0 USE MAP ------------------------------------------------------------------------------ LAND USE ACRES PERCENTAGE I -------------------------------------------------------------------------------- Mixed-Use...........:..........776.:..............6:2% : , :... Agriculture/ Rural 5 : 0.0% : Enterprise Commercial 1,015 : 8.1% : Government 323 : 2.6/0 : ;. Institutional 135 : 1.1% .............................................................................. Low-Density 1,783 : 14.2% Residential :...:.............................:.................:.........................: Medium- London Future Land Use Density 6,317 : 50.3% : Residential : : : Mixed-Use :.............................................................................. Transportation 535 : 4.3 % Agriculture/Rural Enterprise ..... PermanentCommercial 0 en S ace 650 : 52% : .. ...p.......p................................ ......................... o Government i Flood Plain ` ` - Institutional /�: 984 : 7.8% . :• Conservation11 ..................................................................o Heavy Industrial Water 48:.......................... 0.4/ :: Light Industrial ... B ...................... ...................................: Low-Density Residential Total :: 12,571 : 100.0% : Medium-Density Residential .............................................................................. g y �. Hi h-Densit Residential Transportation Permanent Open Space Flood Plain Conservation Water Existing Roadway Proposed Roadway London Boundary Corpus Christi City Limits Note:A comprehensive plan shall not constitute zoning regulations or establish zoning district boundaries. CITY OF CORPUS CHRISTI lfijL MARCH 17 , 2020 11 Miles • o G ° 0 F U T U�s L ND U M w vJ0 e Cry e G� - o0 • e / 5 z 1.0ND_0IN A_._REA 0EVE101PMENT PLAN ,,,, MAR H 17 , 02H VISION THEMES i ^w � `� k '; III .RAIN � NFMFR Although development is generally impacted by a variety of regulatory factors, market influences, and budgetary availability; a community with a clear vision can better focus the goals for the future. The vision for the community should be a high level overarching idea of the future that maintains �varq! a singular path for the future. To achieve thatts+{ra;4s vision, the City must make an effort to direct 'Do3 development and make improvements that -Te P� align with the vision. �\s Through the public engagement process, ] four themes began to emerge related to the residents desires for the future. The following ��t are the vision themes identified: V • Celebrate Our Community Character • Promote Sustainable Growth f ACCess•lll Sediwaf�� • Promote the Oso Creek and Bay as a0...6r, i, . Community Amenity Kf--5avA7- J` a �PkLo 1(1-:A I NraG� LONDON AREA DEVELOPMENT PLAN MARCH 17 , 2020 19 l ,roR CELEBRATE OUR COMMUNITY CHARACTER The London Area has been characterized by having a tight-knit community character that features large residential lots, low levels of development, and open spaces. Those living in the London Area seek an area that does not have the hustle and bustle of the City. As anticipated growth occurs, it is essential to ensure that the sense of community in the London Area is maintained and enhanced. By encouraging low- and medium-density residential and commercial development, incorporating unique design elements into the streetscape, and integrating public trails, open spaces, and gathering areas throughout the London Area, existing neighborhoods will blend seamlessly with future development. CITY OF CORPUS CHRISTI 20 MARCH 17 , 2020 r t A t • Low- and medium-density residential The following community input supports the development vision theme: • Preserved open space along Oso Creek "Connectivity to parks, schools, etc." • Low-density commercial development "Developed or improved roads" • Storm water drainage infrastructure "Rural community" "Large lots and homes" "Master planned community" 1 0 N D 0 N AREA DEVELOPMENT PLAN MARCH 17 , 2020 4 M • : .rte —,—._,. a 3 w .n 1 • r ,o 2f Yr PROMOTE SUSTAINABLE GROWTH Growth and development can be signs of a healthy community. The speed of growth must not exceed the capacity of the City to provide necessary services and overwhelm the natural environment. Development in the London Area should occur intentionally and sustainably while following planned infrastructure and maintaining the desired low- to medium-density of the area. Utilize planned infrastructure to create public spaces and amenities for the community. Ensure that new development is built in concert with the environment to preserve the natural landscape and protect adequate drainage areas and create a sustainable community. CITY OF CORPUS CHRISTI 22 MARCH 17 , 2020 o , VISION � � MES ! V 41 1,4 Alm r L � 11�,'l r � •.max "C�, � ���,tr. F • 1 i o a ' Y �•:rt .t • i' I PROMOTE THE OSO CREEK ANO BAY AS A COMMUNITY AMENITY Oso Creek and Bay are a unique amenity for the City and especially for the London area. With easy accessibility and opportunities to facilitate outdoor recreation, the Oso Creek and Bay could be a unique destination for the entire community. Improvements to Oso Creek and Bay, including improved water quality, the construction of a continuous trail, educational features, and water access, will make this feature inviting to all ages. As London continues to grow, special care will be taken to preserve and protect the Oso Creek and Bay from the negative impacts of development. In the future, Oso Bay and Creek will serve as a resource for education, recreation, and overall enhancement of the quality of life for residents. CITY OF CORPUS CHRISTI 24 MARCH 17 , 2020 a 4 - O t E �y� a N • Kayak launch The following community input supports the • Hike and bike trail vision theme: • Pier "Access for nature recreation" • Restored riparian (native vegetation) areas "Oso Creek preservation and enhanced riparian areas" • Educational signage "Better walking trails along Oso Creek" • Trail head and access point "Oso Creek kayak access and bike trail" 1 0 N D 0 N AREA DEVELOPMENT PLAN MARCH 17 , 2020 25 POLICY INITIATIVES AND IMPLEMENTATION I 17 T 's r - ��: • ?y ., P � I� Ci'V V M ny i Pay 1r. Y INITif, V F R To achieve the vision for the London Area, five policy initiatives were established that are related to different aspects of development. Policy initiatives are not exclusive and may further the goal of one or more vision themes. For each policy initiative, strategies are identified to support the implementation of the efforts. These strategies are the actions taken by the City that lead to the successful implementation of the plan. VISION THEMES : PROMOTETHE CELEBRATE OUR : PROMOTE OSO CREEK POLICY INITIATIVES COMMUNITY SUSTAINABLE AND ;. : GROWTH • AMENITY --------------------------------------------------------------------------------------------------------------------------------------------------------- 1 Expand and improve infrastructure and city facilities. :.....:..................................................:..............................:..............................:.............................. : Promote land development that 2 enhances the character and ; opportunities in London. :.....:..................................................:..............................:..............................:..............................: Provide outdoor recreation 3 amenities. :.....:..................................................:..............................:..............................:..............................: Utilize the Oso Creek and Bay / / / 4 for sustainable recreation and �V/ �V/ ecotourism. :.....:..................................................:..............................:..............................:..............................: Reduce and improve stormwater / 5 : runoff. V :.....:..................................................:..............................:..............................:..............................: LONDON AREA DEVELOPMENT PLAN MARCH 17 , 2020 27 LLEXPAND AND IMPROVE INFRASTRUCTURE AND ► uu n 1.1. Coordinate with Nueces County to encourage roadway standards and designs that promote the safe and efficient movement of vehicles, bicycles, and pedestrians. �i 1.2. Ensure adequate utility infrastructure to serve growing development �tx a. Monitor the Greenwood Wastewater Treatment Plant's existing capacity and initiate expansion designs if ;,, warranted. 1.3. Develop Master Wastewater, and Drainage Plans to encourage orderly growth and minimize the effects of Example of Protected Bike Lane future flooding. 1.4 Plan for expanding police and fire protection services with growing city limits and population. a. Identify appropriate sites for future Fire Stations and Police Substations and obtain property either through purchase or donation. m ,: b. Ensure adequate tax-base is in place to support police and fire operations. 1.5 Investigate the possibility of constructing a FEMA dome in the London Area in partnership with London ISD. A., f+. Wastewater Treatment Plant CITY OF CORPUS CHRISTI 28 MARCH 17 , 2020 A T I V E S i PROMOTE LAND DEVELOPMENT 1 ENHANCES CHARACTER 1 OPPORTUNITIES IN LONDON 2.1. Establish community nodes that reflect London's character to serve as r. community gathering places. d 2.2. Promote new commercial, retail, -I and residential development while maintaining a tight-knit community character. ; 2.3. Encourage the development of small commercial nodes throughout the London Area to help reduce vehicular trips and to provide convenience to its residents. ti 2.4. Encourage residential street layouts that - promote walkability and create ease of Example of Public Space with Character Enhancements access to collector roads. More Connectivity: Less Connectivity: 2.5. Encourage compatible and appropriate Traditional Grid Pattern Conventional Cul-De-Sac land uses for long-term and sustainable W growth patterns. 2.6. Encourage low-impact land uses along , g p g Oso Creek and flood zones. M'E E'' • 2.7. Incorporate green spaces and trails P EEE into master-planned residential developments that provide connectivity - throughout the London Area. Example Neighborhood Layouts LONDON AREA DEVELOPMENT PLAN MARCH 17 , 2020 29 r P LICY INITIATIVES AND IMP ' MFNTAT ' N PROVIDE OUTDOOR RECREATION AMENITIES 3.1. Develop park and trail facilities. 3.2. Encourage pedestrian and bicycle facilities that are naturally aligned with drainage channels, floodways, and future stormwater drainage infrastructure. 3.3. Incorporate recreation features to support activities for multiple generations. 3.4. Strategically incorporate park elements . 4 that encourage arts and entertainment for residents. - = Schanen Hike/Bike Trail .iy F +AIL '.axtiw'yr� D Jam`• 1 iv. Ta1�iFf �. r= -- Example of Pocket Park with Art and Recreational Amenities CITY OF CORPUS CHRISTI 30 MARCH 17 , 2020 A T I V E S i UTILIZE THE OSO CREEK AND BAY FOR SUSTAINABLE ECOTOURISM jr,. 4.1. Create recreational opportunities d. Create an ordinance to prevent along Oso Creek and Bay through the mowing within a certain distance of development of a network of parks, open Oso Creek and Bay. space, trails, and access points. 4.3 Explore possible amendments to the a. Develop a preferred alignment for Unified Development Code (UDC) that the Oso hike/bike trail and design would preserve riparian corridors standards for the path. and vegetated buffer strips, while b. Incorporated marked pedestrian establishing setbacks along creeks and crosswalks and bicycle paths at drainage channels in the Oso Bay and gateways in trail design. Creek watershed. c. Develop a unique logo and design theme to promote and designate the Oso Creek and Bay as a scenic and recreational area. 4.2. Preserve and protect riparian habitat along the Oso Creek and Bay. a. Identify specific locations to strategically preserve open space and conservation zones along Oso Creek and Bay. b. Permit dedication of land and hike/bike trail construction along Oso Creek and Bay to fulfill parkas' dedication requirements. �_�__=�==t �� ,,., <«, 1,4 c. Partner with or create an entity to purchase property along the Oso Creek and Bay for conservation, protection, and trail development. Oso Creek LONDON AREA DEVELOPMENT PLAN MARCH 17 , 2020 31 REDUCE ► I IMPROVE STORMWATER RUNOFF 5.1. Incorporate green infrastructure 5.6 Promote proper management of pet elements in public projects where cost- waste. effective. (Low-Impact Development) a. Provide more pet waste disposal 5.2. Educate interested stakeholders and the stations at parks and trails. broader public about economic tools for b. Enhance the City's public information reducing and treating stormwater runoff. campaign on proper pet waste a. Continue to offer a rain barrel disposal. program. 5.7 Work with partner organizations, such 5.3. Encourage xeriscape gardens requiring as Texas A&M Agri Life Extension, to little to no irrigation. pursue grants that would offer free or a. Educate residents on how xeriscape low-cost On-Site Sewer Facilities (OSSF) gardens can reduce runoff of evaluations and assist property owners stormwater and irrigation water with addressing identified OSSF issues. that carries topsoils, fertilizers, and pesticides into lakes, rivers, and streams while also reducing costs and maintenance requirements for homeowners. h b. Explore incentives for developers to install xeriscape gardens in new d , developments. 5.4. Incorporate pocket prairies, where x appropriate, along hike and bike trails. 5.5. Develop retention ponds upstream along Oso Creek and drainage channels h '� to capture stormwater to help reduce downstream effects. axM� a. Investigate the use of parks as stormwater detention/retention facilities. Oso Wetlands Preserve Rainwater Cistern CITY OF CORPUS CHRISTI 32 MARCH 17 , 2020 � r , �uaas �4Sl�fu i 5 p •''. dSS ` k I �s r . .� ,.� r�,� ■i r�r� �" � �r. r^-�" r—�v A�RJ�s„tib� • •,�a FFes�,, i w fir. 0 w J � f v.w.. �� rl POLICY INITIATIVES AND IMPLEMENTATI 77 r fy� 4 Iyr J v` r ���: -44 PUBLIC INVESTMENT INITIATIVES I My.AbA 1 pp l y p U 0 II' INVF .RTMFNT INITIATIVES The built environment is the physical Short-term projects can begin soon after interpretation of the vision for the adoption. These projects are considered "low community. The following public investment hanging fruit." They are more attainable and projects represent improvements that do not require large amounts of funding. directly support the implementation of the These projects are generally planned CIP vision and goals. These projects should projects in the next five years. inform the capital improvement program (CIP) by prioritizing projects identified here Mid-term projects are not as attainable for future CIP planning. Some identified within the first five years. They require projects are currently planned capital planning or funding to prepare but should be improvements by the City. Others are implemented in six to ten years. proposed projects for implementation based Long-term projects may not currently have on feedback from the community. The public an anticipated time frame for implementation investment projects are divided into three or may require prerequisite planning before time frames: implementation. Long-term projects should • Short-Term (Next 5 Years) be revisited to assess the status of the project and determine if implementation can • Mid-Term (6-10 Years) be accomplished sooner. • Long-Term (More Than 10 Years) 1 0 N D 0 N AREA DEVELOPMENT PLAN MARCH 17 , 2020 35 B L I C I N A/ F 1Z T M F N T I N I Air SHORT-TERM (1-5 YEARS) L. ....................... ...................................... : Greenbelt/Storm Water Master Plan* ... ................................................. .............................................********.......... FM 2444 - Construct 5 Lane Curb and S1 Gutter Roadway (TxDOT) .............................................********.......... S2 South Oso Parkway Street : Improvements .............. S3 County Road 33 Street Improvements .......................................................................... L Ul SH 286 Water Line Replacement ............................................................... U2 Greenwood Wastewater Treatment Plant Improvements .......................................................................... Projects Not Mapped .......... Short-Term Projects Health and Safety Improvements Park Improvements •Trail Improvements Street Improvements Utility/Infrastructure Improvements London Boundary 1;X1 Corpus Christi City Limits Miles CITY OF CORPUS CHRISTI 3G MARCH 17 , 2020 o 286 o h . " 37 o ^ 6 L I C VESTMENT INI ' MID-TERM (5-1D YEARS) . .................................................. .......... Lis Fire Station #19 - Building and H1 : Ambulance* �,- � t (Vicinity,of SH286and FM 43)• ............ Drainage Channel Trail Development P2 ; Phase 1** P3 Oso Creek Trail Phase 1** P4 Oso Creek Trail Phase II** . .................................... ........• , Crosstown Extension to FM 2444 S4 (TxDOT) :.......... .................................................................... * Projects Not Mapped ** Oso Creek Trail and Drainage Channel Trail projects are intended to show general location and do not represent final alignment. Mid-Term Projects Health and Safety Improvements Parks Improvements •Trail Improvements Street Improvements -� Utility/Infrastructure Improvements London Boundary Corpus Christi City Limits 1 Miles CITY OF CORPUS CHRISTI 38 MARCH 17 , 2020 r 141% � o 286 o° V o o I[ o Ii. D o e 4 o o 39 o w 6LIC � tiVESTMENT INI ' Illlliiilll. � c�e�ffi LONG-TERM (10+ YEARS) Fire Station #19 - New Fire Truck and H2 : Ladder Truck* (Vicinity of SH 286 and FM 43) ............................................................................. H3 Fire Station #20 - New Fire Station* (Vicinity of SH 286 and FM 2444) HE .. .. . .. .. . . ............................. .............. P....._................................................. : 5 Oso Creek Trail Phase III** P6 Drainage Channel Trail Development Phase II** 1: S5 : FM 43 Street Improvements (TxDOT) . . . . ....................................................... * Projects Not Mapped ** Oso Creek Trail and Drainage Channel Trail projects are intended to show general location and do not represent final alignment. Long-Term Projects Health and Safety Improvements Parks Improvements •Trail Improvements Street Improvements -� Utility/Infrastructure Improvements -51J London Boundary r -1 Corpus Christi City Limits 1 Miles N CITY OF CORPUS CHRISTI 40 MARCH 17 , 2020 r o � 286 ° ° r 41 so �o o� A P v AGENDA MEMORANDUM µoRPORPg4 Public Hearing & First Reading Ordinance for the City Council Meeting 08/25/20 1852 Second Reading Ordinance for the City Council Meeting 09/08/20 DATE: July 16, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Rezoning a property at or near Farm to Market Road 43 CAPTION: Zoning Case No. 0720-01, Bobak Mostaghasi (District 3). Ordinance rezoning property at or near the intersection of FM 43 and CR 33 from the"FR" Farm Rural District to the"CN-1" Neighborhood Commercial District and "CG-2" General Commercial District SUMMARY: The purpose of the zoning request is to allow for the construction of a large-scale commercial development. BACKGROUND AND FINDINGS: The subject property is 385 acres in size. The applicant has not submitted any specific plans concerning the large-scale commercial development. Conformity to City Policy The subject property is located within the boundaries of the London Area Development Plan and is planned for commercial, mixed, and a medium density residential use. The proposed rezoning to the "CN-1" Neighborhood Commercial District and "CG-2" General Commercial District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. The proposed rezoning is mostly consistent with the adopted Comprehensive Plan (Plan CC). However, a portion of the subject property has the future land use designation of medium density residential which is inconsistent with a portion of the future land use map. The proposed rezoning is compatible with neighboring properties and with the general character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood. However, adequate buffering should be considered along the shared property line between the residential and commercial developments. The proposed large-scale commercial development will serve the expanding London area. In 2019, two major annexations occurred. The projected residential development due to the annexation totals approximately 1,800 single-family homes. The appropriate buffering consists of using the "ON" Neighborhood Office District in lieu of the "CN-1" Neighborhood Commercial District. While the "ON" District offers the same amount of density of multifamily units, the "ON" District prohibits retail and restaurant uses not accessory to an office development. Additionally, the "ON" District allows medical uses by-right. Considering the significant number of adjacent single-family home, medical facilities and other professional office uses will be needed Public Input Process Number of Notices Mailed 1 within 200-foot notification area 4 outside notification area As of July 3, 2020: I n Favor In Opposition 0 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area Totaling 0.00% of the land within the 200-foot notification area in opposition. Commission Recommendation Planning Commission recommended approval of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District and the "CN-1" Neighborhood Commercial District on July 22, 2020: ALTERNATIVES: 1. Denial of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District and the "CN-1" Neighborhood Commercial District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Staff recommends: 1. Approval of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District. 2. Denial of the change of zoning from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District, in lieu thereof, approval of the "ON" Neighborhood Office District. Planning Commission recommended approval of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District and the "CN-1" Neighborhood Commercial District with following vote count. Vote Count: For: 8 Opposed: 1 Absent: 0 Abstai ned: 0 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0720-01, Bobak Mostaghasi (District 3). Ordinance rezoning property at or near the intersection of FM 43 and CR 33 from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District and "CG-2" General Commercial District. WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application 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 during a meeting of the City Council, during which all interested persons were allowed to be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as being 62.303 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts, 36.699 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts as shown in Exhibit "A": from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District. and 286.80 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts as shown in Exhibit "A". from the "FR" Farm Rural District to the "CG-2" General Commercial District. The subject property is located at or near the intersection of FM 43 and CR 33. Exhibit A, which is a map of the subject property attached to and incorporated in this ordinance. SECTION 2. 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 including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. 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 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1 , Section 1 .10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 8 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2020, 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 2020, 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 , 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 3 of 8 Exhibit A M M R K A�' BASH.JH,,1`1—R.P.L& H54 S. AIAMLO,�. 7-1%7:9`104 �' N I X Q N M.WE LN H,P,F-.R.P.L5- A 1Rs- 1163-1 h-Con C MI.1; I,fl—ray�'""'��;"LC 1%W C-tivhil. nixr3iwK*grnmi1,Wffi BASS & WELSH ENGIN6ERING Enginvr.rimiA Ftrffn Reg. N'o- F-92 Surwrririg Firm KC9, NO. 100027-04 p 0 Kux 1i3s7 (-'Omu5 Chr%sti. TK 78466-6397 May 14,211 16&14-M&ll3-C'Nl TR 1ACC C-N-I Trau I Zoning STATE OF TEXAS COU NTY Of-NUECF-S DL-scriptiLm if a 62.90 acre tray of land, Mum or le,� a puidon of Lot or Section 'D", Laurid�s Farm TrjAL:-1',,.L Alap of wbk--%i4 rccorded in VOILMIC 1,Page,15,MIP kconyds.Nueckts(.'c)ur3jy,'j'.eAas glad al.,4jn bcLng a pLwtioL)of;in 99-iM.acn,,lum of Laney described by devil ill DoCkIrTicrit No,20150l 1169.CffdAl JROCCwds of - ,-wribcd by metes and bounds 45 folkms! said county.said 62-303 acry mwl of In no as furtht- Tde BF)GI.NNINC,at the nVY03001'IT C&StCrnniosi onfrber of Mokiry&WD&a inp 6f which is reootded in Milume 60,Page 824,6:Did map mwrds,fs it lTkgk-pninL irg the somh boundary Limnf tbu trail 11--Irvin dcsclib-t4 Ti I ENCF; SRq1111X155"w 645o.82 along Lht. W1111 h17R1nd3FY I ine Of Vid Mukry 1=TW5 and. al.W19 1114 north ' 'VIVY lint of a 1-06 aCTC tT-Iik:L of hint! dc-xdbrd by decd recordvd, at DorAmunt NL). 20=7699 said POL11 cifficial rcwrde,to a rAnt at:LIL4: (.-oq right-of-wiy Linc of Cuumy Road 33 for die soulhwcst OF WC5KC1AM0&t u1nic f Of tbr tFUIA Ittmi n dcwribW; T1 IFNCE N211'1 2`iWF- 117165' along said cast right-of-way line of County Road 33 11-0 a paini. for the norri li�k ost mrnUT tif'lie tract heritin degegibwed4 TFENCE M9'13'y,)T 2457.23'along the south bOULOUV HYK Gt;: 1,77 am trWA of 14-13d dLsCribCd try&Qd reuir&0 :Lt VOWITLe 15AI.R8g 394,Dwd Reenrds of sAid or.-111115-Lo a RLdfit Mr the svu1h4M'1t earner of said -77 auv, (fact and nor[twaiNi corner of the cfact herein dcsoAlcd and tff&-jicl F�9.168 Um Lra4A in the west hournda-ry line of a 298.57 aAxv:tract of Land dc.-%-ribcd by decd reomck-d at Dwumenf No,20200191&1,said official rtrords, 7HIENCE 51 8'1)gY59"W 1155-w gwg [he wast kKKimdary lino of Said 21N.5 7 arae lr= to a point for (he Rm[hq-Kj corner of[he Tr=herein dvscYi[icd,. 'MF-NCF- 98912'315'W 1838-19' to [le 101NT OF BEGINNING, a Sketch shcrwing said 62-303 a-ae III," btinQ:LLt,1d1L:(1 betTem as EKhibic"E--. J ieIrF tqmn 34.W&sh-R,P.L.S. ........ .. '22H E. IT"A" Fagr I of I Page 4 of 8 ljS:1). 1.LP-b I q= :3 7-1 Zfi, M�:RRAV B AS$.JR.- 1'.E.,R P,L,& MI: �5"] 3t,I N Exci N M.Wi-,IS H- F.E.,K,KLA, c"n, nixmp L'-rVniuil —fli BASS [:iiiKin CCL-iTLg \n- F-52 huFvt?hkg Firm KQR, NO. 10111127-00 P.O- dux 61397 Corpus Chri5i', TX 78466-c-','!' May 14,20M 16014-M&D CN I Tt2-dor ('N1 Traa 2 Z"Lng STATE OF TEXAS COUNTYOFNUECES Des,cription at a M.699 acm traLl L-of lanick muire 41a le,-,. -I I`10'-Litm 1�f I.q,E j)y S.ajon "M, Laareles Farm Tracts,a map of which is rmirded in Vulu3ne 3,pjgt: 15, Nfip Records-NLK:.;LrN County,Team and behig a portkm af 3 298-17 axac tract of],Itd &-n-Tibud by decd in DLIh;!.Micill No. ".ji?nnig5.L�5, Official RecorLis Df said wwlkysaid 36.699 am tract at tared jv*rl3fthrr dt-MTilw%i')�mv!cN"0,1 NWFLdki:rr 141114)-A'41 BEGINNING at tht.aw I 1--t -1-11-nt sahl 711K 57 ao,L i rad in ;III tiplicr�,Mffll Wkknibry line of a 3%.99 acre tr=of land described by kkxd rccmdL:d Mr [)jjcunjuji% Nn.04134'. 1.w�61.1 OffiCiaL TVCUT%Js,i said beginning point far the Tirorc4%WFA owner of the tract Lwxein dcscribcd M11.1 )or--hL!Lj:j;ckncj-cif a 21.7m acm,tract of[and described by deed,Doc.NrL 201 W02124.said official rVI`L)1'dK TRENCE aj4ung said upper sovi(h Nmn&ry I j III'Of MMM W-C I Mct N&Y'UO'41"I--W7-Kh'to 1 pOint for the notilica,4 corner of the tTSCt 1111UM d4 rihrcl: THENCE S175210-W 1896.98't43 a p.,mril f4v the SLAOMASC 4XMICTUt 111C tract hcw-in desaitw]; I,HF-NcE SWjY29'W 812,40' k, q point for the Sokfthwusr :)LA]ICT of tilt ti-act herein dcscLibrd and novhoaci m7rwr of aii 89,1f;8 acre tract of land demrjl%k:LL he deed 1.oxrdcd in DoNxi.1'Rent No. 2015011169, offlicW rvwi&.in the wt*1 k)mindary U-no of said 298-57 ac'30 traCtz THENCE along said weal tmundary line rxf 21N.57 a4ye trice N18'00',S9"E 3996,77 in the POINT OF RF,G INNING,a slCctcb OF a T14 MI 44r- 9 A EXHIBIT "B" FAEU 1 of I Page 5 of 8 hi LI R VVY &jA�.JR.. P.E.,R.P.LS, V;4 S. ALAMLVA.ZIP 384{14 N vc u N M. W M.S H-F.E.,RJP.L-S. .161 PAN 161 882-M5 . 11— 1: ryiufroyjrhwzal-cum ,-rili,il nixmvI,1@grnniL.curn BASS & WELSIT ENGINE.ERING Enginvi,!i-ififF Firm Rtt41, Nil- F-52 ,Sur-veying Firin Reg. Nor. 10U027-00 P.O. Box 6397 C, rpkis 1711.TiSli, TX 78466.6,;07 Ntay 14,2A20 16014-M&bC(7r2.d0C CCJ2 Zoning STATEOFTEXAS COUNTYOFNUECES Dvi,crvl i 1!r, --f:L 2.M.8W MJe Miul u I I:inkl, nitm- I)f ICcL9, :3 P01601 01'1-t Or Secti Lill "17Y. Laurel L" Fil rill TIMLL-,a MLLE' A which is rcc41Ttki.1 i11 Vol 1,11lu 3. Pngu 15.Mair RC4AITd,, Nlicecc;47nun 1y,'Pet A Ild 11C iRlg 3 pLb]I jklil L)f L-"JS.57 jjUj u Lf;:ILL Of LLU16 dVS0 IWO 1) drOkl in TMr-i-Illent No. '-)11 2i)(A VH5-(Htluml.KOCOT&Of -Lribe-d b� dmd recordvid IL} Do�ument No. -Ad wunly ;1114 ;A POFtiDn Of an 89-M38 aLTe trait of Ian nd dos 207qll 1 W),saLd offi6q,j rccordki.Said 286,8Clf)acre trakj LFf]and as further&cribcd by Tnurus Z110[W1.111—S 125, rol lkyo-w': BEGINS]NG at the rKviihean ar cantcruvrnm; ;kI Mul'Of MOkTy LMUJ�a map L)f whitt is rccardrd in Wolujile 68,Px.gc 824.Sidd map rmwih-�-d I I,: .17i I I i',jXlLnt fUr a SOUti'MCStrfly wrile.r of the tract hefeiD dc.-g-ribed;- THENCL My'l 21"'T 18383K',, 1 �:,In Mr i1-.WFk11"thweswrly Toner of the triLcl heloin described in LkW WCSt boundary firv-L)ft;ti(j 295.5'ai-To Li 40: THEN(T-N J8W'59'E 1 155.L14'ol nki1; oM wlt�L 11,1k,I ILJA fu IL11c Of 299.57 acre tract Lt)a PojTIL for WCEL Wlwat owau of the tract herein dmcribcd<mj II41I-LhLMSL corner:Ii c'Lid 99-168 zlc-r"trwt' THENCE-N89°'13'29'-E 392,40'W a.PULEIt(OF iwtaiii)r Lentrai comer elf rhe tract herein describrd'- TEEt-FC.F N I 7'52'10"E 1896-98-to A Nbl,Rw nnrLh Lxnual corner*f the 1,"cl herein derCtibCd in the UPPEF south buu*da q Linc of a 308,99 acre LF3CL Of land dCSOihCd M d43M TCMFdCd at Doq�uwtit No.9411343,saM (Yffidal records: THENCF ahmg sadid uiper souffi tKjuj3darV IjIlCr jj 30E.94 aGN'traCL NWIU6-41"E'1,777-LKil tis LL poi mr for irtc CaU,LtMMOSI Liorth canner Of LhA1 vact liciron Jc rihwrl and Lentrai ifitEfior cx)mer of said 30&09 aurt!lfw: 'n 9.7'52'10'-w 1568-tV along a Nmilh central t)UUndary 1irW Of said 108-99 acre[r'dCL 10 a V'rll fox 6%4nirLi:interior i;orLji;r of'thc LraCt herein dL!s.,:z' [hcL1 and soloth central CoffiCT of said 3U9,99 affc trait; Ti I ENCE. NAY24-E 190.69'akirig a vaulhe:a5l or kiwer svurh houndary line u4 Said-IM-99 Hav MCI M a poi int in the west right-of way line of State Highway 296(Cbapman Ramb Road)fur the northernmost east corner of;he tract herein described and wutlicast curner Of sllid,-108-0 3cn?tract; T'HF-NCE 911"60'1 1, W 1325-47'along said west nght.of-way line.of Slaw Highway 2M W a CaMMCM"C "m in p1dwrsi dgbi-t4-wd)Iiiii:LPI&aW Hie'Lway M6 uvid Qou' ti�l.i duty liftv of Lhu tract H,e ;n&ry rihi-f[: EXHIBIT "C" Page 1oaf 2 Page 6 of 8 MEAM Md 134 rands Dvw6Txj=286.8W A=TT-Ict,kfiiv I�,,-7C2.0,Ckjl51itiucd, TFIFNCE S17°5 i'1)2"W 25.W along said wLrst r1ph I D1-W;JV liar. OL 51211 j I ighia-v.y ?..Vi m a cornmun aripjc PUMLL 3:1 Said West rijor f-'Way bine of SLaie Highway 27ib umcL c,,jq hk)Undu� bag Of L11C,ErdCt beten&=Ftbed; THENCE S23"35'11a"W 56-77' alum said VNA Aghi-LalAIAY 161L. 11 titan HIgIMAV 2M EO the point i3f uun,ol i i rL(11 iL U17ULAill'CUrvC M the lefi heaving a mnual aoglc L)f 11 a radius ur 4t79,72'and a ebard lx-ann,6 S1'7Z1'3rW lit .37 THENCE Aoiig raid west right-of-way 11rie of Swe Hip ay 2M,ming along%aid d r-culaT can e.10(he 1CFt,a distance cif 00.74ia a print far upper"AlUlbMt Onravy of the tma hvmifl dumlied'. THYNCE adoilg a -mback" rIgr-M-way litre b-twcn said State FlighWRY 2&b arkd Wet---.r kuad (FM t1jghv-,i.v ]3) S49"50-141-% 7 7.M." to a point fn4 Lowei sLFutbe&st mmc:r Uf thQ tract hereiij described in the nar.h ng.111(11—tv lice 0-said WLbOT ROAT, Tl-TFNCE88L)1j2'351W 6395.42'ajoag said n*nb ri&-of-wayline ref WCb1'F Road Jk)@ point taw rigbt-of-way linr WFncr of-,.m"d Wcbet Road and sciuffi%esl Muner of the Kf;pr-t bcFe[n doscribed. 'MENC—F N2CI'11'-14'E 629.73' aLung a north -rig111-,D(-W3Y h0c Of SAW Welbor Road and akmg the iwst boundary Lii)c ref said.N!4iry Fstatc.stathe POINT OF EEQNN[NC-,3&kt[Ch tract beijigattzebed hereco as Fxhihit OF .okovAre, M.Wclh.RT.L.S. w WELSH, 2211 EXHIBIT "C"' 114,e 2 '.- -- Page 7 of 8 PORTION SECT, V. LACI IRFI F.5 FARM TWTS, V. 3. F. 15, M. R., DOC- NC. 2012027694, CL CR D.R., GALE ROFF, 1.05 RC FCIKRY ESTATES ff,� �� 1�•�+ V.69, P. 82�, N. R. Q 1 Do, 800, Lu SCALE! 1'= SOD' fr, a 1. 77 At TRACT. MAGGIE I ^l ru CARLISLE, ET AL, V. 3523, P. 394, 11.R. Ln l 7 REMAINDER OF 17�. P1 Ar.. TRAf.T MIC14AEL 6 r" O 0 HEANEY. ET AL, TOC. NC. P0090APQ3Q, U.R,, RHO JUSLFH NEANET AS TRUSTEE'S. G-1 r- — OQC. NO, W 1902M74, I k rn ~ } `' 1ASELTON DEVELOPMENT pp N er Co. . DOC. No, c C3 20190291 E.O.O.R. , &5B AE, OD �-4 PRASELTUN 111EVELOPMENT CU.. LIM, dGlc. NO O L-1 � * 2019002524. CL R.,21,78 AC_ I � --j r xn_ IP� ,b SBF ;, -1.g Zi C_ F4 4J I ? +V 1x� '�� n (IdEBER' �DAM—,,,] rP4 I 9 � tr � w" g _ 1 L2 G 7FNI`JC T7ACT, ro NDTE! THE lJVCRALL TRACT SHDWN I � HEREON CSUN OF THREE ZONIHEa ;; _ 1 TRACTS SHQWN5 = r N IEXAT 1C1N TRACT = 385. S0P AC o � R � i I1➢ . o Olrr2sr s Fa ro T I L2 2 EXHIBIT 'E�. �- ®C SKETCH TO ACCOMPANY METES k r3 AND BOUNN—DESCEIETInNS V=BCCI' SAB*50`l0'U 77.69' L BASS AND WEUP( 0M16Ik1CCli)NG D=1 L-P3' 16"' y cuRNM CmMSM, Tx ti SUr�r W& hb. 1W027-00. W T=4Y6474' n� FWAMIING RES. v3, F-82. FF-E: 74' L SH 2e 4 FX9- f1NING, ,Po( NO. 1 f11 i. fiF=E29. 37' (CHAPMr C24NC H SEALE: I' _ &W CB=S 15'21'3FT'IA PLD- sCALE: SAmF- PL47 NTE: ROAD), ROY 41LLTH VARIES t/ i,`1u, �iELT , OF 1 Page 8 of 8 Zoning Case No. 0720-01, Bobak Mostaghasi (District 3). Ordinance rezoning property at or near the intersection of FM 43 and CR 33 from the "FR" Farm Rural District to the "ON-1" Neighborhood Office District and "CG-2" General Commercial District. WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application 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 during a meeting of the City Council, during which all interested persons were allowed to be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as being 62.303 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts, 36.699 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts as shown in Exhibit "A": from the "FR" Farm Rural District to the "ON" Neighborhood Office District. and 286.80 acre tract of land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts as shown in Exhibit "A". from the "FR" Farm Rural District to the "CG-2" General Commercial District. The subject property is located at or near the intersection of FM 43 and CR 33. Exhibit A, which is a map of the subject property attached to and incorporated in this ordinance. SECTION 2. 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 including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. 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 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1 , Section 1 .10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 8 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2020, 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 2020, 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 , 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 3 of 8 Exhibit A M M R K A�' BASH.JH,,1`1—R.P.L& H54 S. AIAMLO,�. 7-1%7:9`104 �' N I X Q N M.WE LN H,P,F-.R.P.L5- A 1Rs- 1163-1 h-Con C MI.1; I,fl—ray�'""'��;"LC 1%W C-tivhil. nixr3iwK*grnmi1,Wffi BASS & WELSH ENGIN6ERING Enginvr.rimiA Ftrffn Reg. N'o- F-92 Surwrririg Firm KC9, NO. 100027-04 p 0 Kux 1i3s7 (-'Omu5 Chr%sti. TK 78466-6397 May 14,211 16&14-M&ll3-C'Nl TR 1ACC C-N-I Trau I Zoning STATE OF TEXAS COU NTY Of-NUECF-S DL-scriptiLm if a 62.90 acre tray of land, Mum or le,� a puidon of Lot or Section 'D", Laurid�s Farm TrjAL:-1',,.L Alap of wbk--%i4 rccorded in VOILMIC 1,Page,15,MIP kconyds.Nueckts(.'c)ur3jy,'j'.eAas glad al.,4jn bcLng a pLwtioL)of;in 99-iM.acn,,lum of Laney described by devil ill DoCkIrTicrit No,20150l 1169.CffdAl JROCCwds of - ,-wribcd by metes and bounds 45 folkms! said county.said 62-303 acry mwl of In no as furtht- Tde BF)GI.NNINC,at the nVY03001'IT C&StCrnniosi onfrber of Mokiry&WD&a inp 6f which is reootded in Milume 60,Page 824,6:Did map mwrds,fs it lTkgk-pninL irg the somh boundary Limnf tbu trail 11--Irvin dcsclib-t4 Ti I ENCF; SRq1111X155"w 645o.82 along Lht. W1111 h17R1nd3FY I ine Of Vid Mukry 1=TW5 and. al.W19 1114 north ' 'VIVY lint of a 1-06 aCTC tT-Iik:L of hint! dc-xdbrd by decd recordvd, at DorAmunt NL). 20=7699 said POL11 cifficial rcwrde,to a rAnt at:LIL4: (.-oq right-of-wiy Linc of Cuumy Road 33 for die soulhwcst OF WC5KC1AM0&t u1nic f Of tbr tFUIA Ittmi n dcwribW; T1 IFNCE N211'1 2`iWF- 117165' along said cast right-of-way line of County Road 33 11-0 a paini. for the norri li�k ost mrnUT tif'lie tract heritin degegibwed4 TFENCE M9'13'y,)T 2457.23'along the south bOULOUV HYK Gt;: 1,77 am trWA of 14-13d dLsCribCd try&Qd reuir&0 :Lt VOWITLe 15AI.R8g 394,Dwd Reenrds of sAid or.-111115-Lo a RLdfit Mr the svu1h4M'1t earner of said -77 auv, (fact and nor[twaiNi corner of the cfact herein dcsoAlcd and tff&-jicl F�9.168 Um Lra4A in the west hournda-ry line of a 298.57 aAxv:tract of Land dc.-%-ribcd by decd reomck-d at Dwumenf No,20200191&1,said official rtrords, 7HIENCE 51 8'1)gY59"W 1155-w gwg [he wast kKKimdary lino of Said 21N.5 7 arae lr= to a point for (he Rm[hq-Kj corner of[he Tr=herein dvscYi[icd,. 'MF-NCF- 98912'315'W 1838-19' to [le 101NT OF BEGINNING, a Sketch shcrwing said 62-303 a-ae III," btinQ:LLt,1d1L:(1 betTem as EKhibic"E--. J ieIrF tqmn 34.W&sh-R,P.L.S. ........ .. '22H E. IT"A" Fagr I of I Page 4 of 8 ljS:1). 1.LP-b I q= :3 7-1 Zfi, M�:RRAV B AS$.JR.- 1'.E.,R P,L,& MI: �5"] 3t,I N Exci N M.Wi-,IS H- F.E.,K,KLA, c"n, nixmp L'-rVniuil —fli BASS [:iiiKin CCL-iTLg \n- F-52 huFvt?hkg Firm KQR, NO. 10111127-00 P.O- dux 61397 Corpus Chri5i', TX 78466-c-','!' May 14,20M 16014-M&D CN I Tt2-dor ('N1 Traa 2 Z"Lng STATE OF TEXAS COUNTYOFNUECES Des,cription at a M.699 acm traLl L-of lanick muire 41a le,-,. -I I`10'-Litm 1�f I.q,E j)y S.ajon "M, Laareles Farm Tracts,a map of which is rmirded in Vulu3ne 3,pjgt: 15, Nfip Records-NLK:.;LrN County,Team and behig a portkm af 3 298-17 axac tract of],Itd &-n-Tibud by decd in DLIh;!.Micill No. ".ji?nnig5.L�5, Official RecorLis Df said wwlkysaid 36.699 am tract at tared jv*rl3fthrr dt-MTilw%i')�mv!cN"0,1 NWFLdki:rr 141114)-A'41 BEGINNING at tht.aw I 1--t -1-11-nt sahl 711K 57 ao,L i rad in ;III tiplicr�,Mffll Wkknibry line of a 3%.99 acre tr=of land described by kkxd rccmdL:d Mr [)jjcunjuji% Nn.04134'. 1.w�61.1 OffiCiaL TVCUT%Js,i said beginning point far the Tirorc4%WFA owner of the tract Lwxein dcscribcd M11.1 )or--hL!Lj:j;ckncj-cif a 21.7m acm,tract of[and described by deed,Doc.NrL 201 W02124.said official rVI`L)1'dK TRENCE aj4ung said upper sovi(h Nmn&ry I j III'Of MMM W-C I Mct N&Y'UO'41"I--W7-Kh'to 1 pOint for the notilica,4 corner of the tTSCt 1111UM d4 rihrcl: THENCE S175210-W 1896.98't43 a p.,mril f4v the SLAOMASC 4XMICTUt 111C tract hcw-in desaitw]; I,HF-NcE SWjY29'W 812,40' k, q point for the Sokfthwusr :)LA]ICT of tilt ti-act herein dcscLibrd and novhoaci m7rwr of aii 89,1f;8 acre tract of land demrjl%k:LL he deed 1.oxrdcd in DoNxi.1'Rent No. 2015011169, offlicW rvwi&.in the wt*1 k)mindary U-no of said 298-57 ac'30 traCtz THENCE along said weal tmundary line rxf 21N.57 a4ye trice N18'00',S9"E 3996,77 in the POINT OF RF,G INNING,a slCctcb OF a T14 MI 44r- 9 A EXHIBIT "B" FAEU 1 of I Page 5 of 8 hi LI R VVY &jA�.JR.. P.E.,R.P.LS, V;4 S. ALAMLVA.ZIP 384{14 N vc u N M. W M.S H-F.E.,RJP.L-S. .161 PAN 161 882-M5 . 11— 1: ryiufroyjrhwzal-cum ,-rili,il nixmvI,1@grnniL.curn BASS & WELSIT ENGINE.ERING Enginvi,!i-ififF Firm Rtt41, Nil- F-52 ,Sur-veying Firin Reg. Nor. 10U027-00 P.O. Box 6397 C, rpkis 1711.TiSli, TX 78466.6,;07 Ntay 14,2A20 16014-M&bC(7r2.d0C CCJ2 Zoning STATEOFTEXAS COUNTYOFNUECES Dvi,crvl i 1!r, --f:L 2.M.8W MJe Miul u I I:inkl, nitm- I)f ICcL9, :3 P01601 01'1-t Or Secti Lill "17Y. Laurel L" Fil rill TIMLL-,a MLLE' A which is rcc41Ttki.1 i11 Vol 1,11lu 3. Pngu 15.Mair RC4AITd,, Nlicecc;47nun 1y,'Pet A Ild 11C iRlg 3 pLb]I jklil L)f L-"JS.57 jjUj u Lf;:ILL Of LLU16 dVS0 IWO 1) drOkl in TMr-i-Illent No. '-)11 2i)(A VH5-(Htluml.KOCOT&Of -Lribe-d b� dmd recordvid IL} Do�ument No. -Ad wunly ;1114 ;A POFtiDn Of an 89-M38 aLTe trait of Ian nd dos 207qll 1 W),saLd offi6q,j rccordki.Said 286,8Clf)acre trakj LFf]and as further&cribcd by Tnurus Z110[W1.111—S 125, rol lkyo-w': BEGINS]NG at the rKviihean ar cantcruvrnm; ;kI Mul'Of MOkTy LMUJ�a map L)f whitt is rccardrd in Wolujile 68,Px.gc 824.Sidd map rmwih-�-d I I,: .17i I I i',jXlLnt fUr a SOUti'MCStrfly wrile.r of the tract hefeiD dc.-g-ribed;- THENCL My'l 21"'T 18383K',, 1 �:,In Mr i1-.WFk11"thweswrly Toner of the triLcl heloin described in LkW WCSt boundary firv-L)ft;ti(j 295.5'ai-To Li 40: THEN(T-N J8W'59'E 1 155.L14'ol nki1; oM wlt�L 11,1k,I ILJA fu IL11c Of 299.57 acre tract Lt)a PojTIL for WCEL Wlwat owau of the tract herein dmcribcd<mj II41I-LhLMSL corner:Ii c'Lid 99-168 zlc-r"trwt' THENCE-N89°'13'29'-E 392,40'W a.PULEIt(OF iwtaiii)r Lentrai comer elf rhe tract herein describrd'- TEEt-FC.F N I 7'52'10"E 1896-98-to A Nbl,Rw nnrLh Lxnual corner*f the 1,"cl herein derCtibCd in the UPPEF south buu*da q Linc of a 308,99 acre LF3CL Of land dCSOihCd M d43M TCMFdCd at Doq�uwtit No.9411343,saM (Yffidal records: THENCF ahmg sadid uiper souffi tKjuj3darV IjIlCr jj 30E.94 aGN'traCL NWIU6-41"E'1,777-LKil tis LL poi mr for irtc CaU,LtMMOSI Liorth canner Of LhA1 vact liciron Jc rihwrl and Lentrai ifitEfior cx)mer of said 30&09 aurt!lfw: 'n 9.7'52'10'-w 1568-tV along a Nmilh central t)UUndary 1irW Of said 108-99 acre[r'dCL 10 a V'rll fox 6%4nirLi:interior i;orLji;r of'thc LraCt herein dL!s.,:z' [hcL1 and soloth central CoffiCT of said 3U9,99 affc trait; Ti I ENCE. NAY24-E 190.69'akirig a vaulhe:a5l or kiwer svurh houndary line u4 Said-IM-99 Hav MCI M a poi int in the west right-of way line of State Highway 296(Cbapman Ramb Road)fur the northernmost east corner of;he tract herein described and wutlicast curner Of sllid,-108-0 3cn?tract; T'HF-NCE 911"60'1 1, W 1325-47'along said west nght.of-way line.of Slaw Highway 2M W a CaMMCM"C "m in p1dwrsi dgbi-t4-wd)Iiiii:LPI&aW Hie'Lway M6 uvid Qou' ti�l.i duty liftv of Lhu tract H,e ;n&ry rihi-f[: EXHIBIT "C" Page 1oaf 2 Page 6 of 8 MEAM Md 134 rands Dvw6Txj=286.8W A=TT-Ict,kfiiv I�,,-7C2.0,Ckjl51itiucd, TFIFNCE S17°5 i'1)2"W 25.W along said wLrst r1ph I D1-W;JV liar. OL 51211 j I ighia-v.y ?..Vi m a cornmun aripjc PUMLL 3:1 Said West rijor f-'Way bine of SLaie Highway 27ib umcL c,,jq hk)Undu� bag Of L11C,ErdCt beten&=Ftbed; THENCE S23"35'11a"W 56-77' alum said VNA Aghi-LalAIAY 161L. 11 titan HIgIMAV 2M EO the point i3f uun,ol i i rL(11 iL U17ULAill'CUrvC M the lefi heaving a mnual aoglc L)f 11 a radius ur 4t79,72'and a ebard lx-ann,6 S1'7Z1'3rW lit .37 THENCE Aoiig raid west right-of-way 11rie of Swe Hip ay 2M,ming along%aid d r-culaT can e.10(he 1CFt,a distance cif 00.74ia a print far upper"AlUlbMt Onravy of the tma hvmifl dumlied'. THYNCE adoilg a -mback" rIgr-M-way litre b-twcn said State FlighWRY 2&b arkd Wet---.r kuad (FM t1jghv-,i.v ]3) S49"50-141-% 7 7.M." to a point fn4 Lowei sLFutbe&st mmc:r Uf thQ tract hereiij described in the nar.h ng.111(11—tv lice 0-said WLbOT ROAT, Tl-TFNCE88L)1j2'351W 6395.42'ajoag said n*nb ri&-of-wayline ref WCb1'F Road Jk)@ point taw rigbt-of-way linr WFncr of-,.m"d Wcbet Road and sciuffi%esl Muner of the Kf;pr-t bcFe[n doscribed. 'MENC—F N2CI'11'-14'E 629.73' aLung a north -rig111-,D(-W3Y h0c Of SAW Welbor Road and akmg the iwst boundary Lii)c ref said.N!4iry Fstatc.stathe POINT OF EEQNN[NC-,3&kt[Ch tract beijigattzebed hereco as Fxhihit OF .okovAre, M.Wclh.RT.L.S. w WELSH, 2211 EXHIBIT "C"' 114,e 2 '.- -- Page 7 of 8 PORTION SECT, V. LACI IRFI F.5 FARM TWTS, V. 3. F. 15, M. R., DOC- NC. 2012027694, CL CR D.R., GALE ROFF, 1.05 RC FCIKRY ESTATES ff,� �� 1�•�+ V.69, P. 82�, N. R. Q 1 Do, 800, Lu SCALE! 1'= SOD' fr, a 1. 77 At TRACT. MAGGIE I ^l ru CARLISLE, ET AL, V. 3523, P. 394, 11.R. Ln l 7 REMAINDER OF 17�. P1 Ar.. TRAf.T MIC14AEL 6 r" O 0 HEANEY. ET AL, TOC. NC. P0090APQ3Q, U.R,, RHO JUSLFH NEANET AS TRUSTEE'S. G-1 r- — OQC. NO, W 1902M74, I k rn ~ } `' 1ASELTON DEVELOPMENT pp N er Co. . DOC. No, c C3 20190291 E.O.O.R. , &5B AE, OD �-4 PRASELTUN 111EVELOPMENT CU.. LIM, dGlc. NO O L-1 � * 2019002524. CL R.,21,78 AC_ I � --j r xn_ IP� ,b SBF ;, -1.g Zi C_ F4 4J I ? +V 1x� '�� n (IdEBER' �DAM—,,,] rP4 I 9 � tr � w" g _ 1 L2 G 7FNI`JC T7ACT, ro NDTE! THE lJVCRALL TRACT SHDWN I � HEREON CSUN OF THREE ZONIHEa ;; _ 1 TRACTS SHQWN5 = r N IEXAT 1C1N TRACT = 385. S0P AC o � R � i I1➢ . o Olrr2sr s Fa ro T I L2 2 EXHIBIT 'E�. �- ®C SKETCH TO ACCOMPANY METES k r3 AND BOUNN—DESCEIETInNS V=BCCI' SAB*50`l0'U 77.69' L BASS AND WEUP( 0M16Ik1CCli)NG D=1 L-P3' 16"' y cuRNM CmMSM, Tx ti SUr�r W& hb. 1W027-00. W T=4Y6474' n� FWAMIING RES. v3, F-82. FF-E: 74' L SH 2e 4 FX9- f1NING, ,Po( NO. 1 f11 i. fiF=E29. 37' (CHAPMr C24NC H SEALE: I' _ &W CB=S 15'21'3FT'IA PLD- sCALE: SAmF- PL47 NTE: ROAD), ROY 41LLTH VARIES t/ i,`1u, �iELT , OF 1 Page 8 of 8 PLANNING COMMISSION FINAL REPORT Case No. 0720-01 INFOR No. 20ZN1013 Planning Commission Hearin Date: July 8, 2020 C Owner: Bobak Mostaghasi ° Applicant: Bobak Mostaghasi •� Location Address: 0 Farm to Market Road 43 M N Legal Description: Being 62.303 acre tract of land, more or less, a portion of •— o Lot or Section "D", Laureles Farm Tracts, 36.699 acre tract of land, more or less, Qa portion of Lot or Section "D", Laureles Farm Tracts, and 286.80 acre tract of m land, more or less, a portion of Lot or Section "D", Laureles Farm Tracts, located at the northwest corner of the intersection of Farm to Market Road 43 (Weber Road) and State Highway 286 Crosstown Expressway). From: "FR" Farm Rural District To: "CN-1" Neighborhood Commercial District and "CG-2" General Commercial District io Area: 385 acres Purpose of Request: To allow for the construction of a large-scale commercial develo ment. Existing Zoning District Existing Future Land Use Land Use Commercial, Site "FR" Farm Rural Vacant Mixed Use, and Medium Density ca Residential High Density N North "FR" Farm Rural Public/Semi-Public o Residential N Commercial, South Outside City Limits Vacant Mixed Use, and •u, Medium Density X Residential w East "RS-4.5" Single-Family 4.5 Vacant Commercial and Outside City Limits West Outside City Limits Vacant Medium Density Residential Area Development Plan: The subject property is located within the boundaries of the London Area Development Plan and is planned for commercial, mixed 06 u, uses and a medium density residential use. The proposed rezoning to the "CG- M 0 2" General Commercial District "CN-1" Neighborhood Commercial District is partially inconsistent with the adopted Comprehensive Plan (Plan CC) and a o warrants an amendment to the Future Land Use Map. Q Map No.: 040034 City Council District: 3 Zoning Violations: None Staff Report Page 2 Transportation and Circulation: The subject property has approximately 6,400 ° feet of street frontage along Farm to Market Road 43 (Weber Road) which is designated as a "A3" Primary Arterial Street and approximately 1 ,100 feet of ° street frontage along State Highway 286 (Crosstown Expressway) which is a N designated as a "F1" Freeway/Expressway. According to the Urban Transportation Plan, "AY Primary Arterial Streets can convey a capacity between 30,000 to 48,000 Average Daily Tris (ADT). Urban Proposed Existing Traffic Street Transportation Plan Section Section Volume C; Type FM 43A3" Primary Arterial 130' ROW 128' ROW N/A (Weber Rd.) 79' paved 70' paved m Cn 286 F1" Freeway / 400' ROW 440' ROW (Crosstown N/A Expressway) Expressway Varies paved 350' paved Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District and "CG-2" General Commercial District to allow for the construction of a large-scale commercial development. Development Plan: The subject property is 385 acres in size. The applicant has not submitted any specific plans concerning the large-scale commercial development. Existing Land Uses & Zoning: As part of the annexation process, the property will be zoned "FR" Farm Rural District. To the north are vacant properties located within the current City limits and zoned "FR" Farm Rural District. To the south and east are properties that are also located outside of the City limits and consist of vacant properties with agricultural uses. To the west are some vacant properties recently annexed and zoned "RS-4.5" Single-Family 4.5 District. In addition, there are adjacent properties to the west located outside of the City limits and the London School District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is not platted. Utilities: Water: 16-inch C900 line located along FM 43. Wastewater: Potential access to the existing wastewater lift station. Gas: No gas access is located along the subject property. Storm Water: Drainage would be directed toward State Highways 286 (Crosstown Expressway). Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the London Area Development Plan and is planned for a commercial, Staff Report Page 3 mixed uses, and a medium density residential use The proposed rezoning to the "CN-1" Neighborhood Commercial District and "CG-2" General Commercial District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. The following policies should be considered: • 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). • Support the separation of high-volume traffic from residential areas or other noise- sensitive land uses. (Future Land Use, Zoning, and Urban Design Policy Statement 6). • Support a policy of annexation of land at the periphery of the city to protect the city from urban growth that is incompatible with the developmental objectives of Corpus Christi and to achieve orderly growth. (Future Land Use, Zoning, and Urban Design Policy Statement 6). • Land should be annexed so that all structures are constructed in accordance with building, plumbing, electrical, and other City codes, which are designed to ensure the public health, safety, and welfare. (Future Land Use, Zoning, and Urban Design Policy Statement 6). • Annexation should occur so that impacted areas may benefit from public health programs, zoning laws, police and fire protection, and so that new developments may be planned and linked to the municipal water supplies, wastewater, and storm drainage systems. (Future Land Use, Zoning, and Urban Design Policy Statement 6). Department Comments: • The proposed rezoning is mostly consistent with the adopted Comprehensive Plan (Plan CC). However, a portion of the subject property has the future land use designation of medium density residential and therefore inconsistent with a portion of the future land use map. • The proposed rezoning is compatible with neighboring properties and with the general character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood. However, adequate buffering should be considered along the shared property line between the residential and commercial developments. • The proposed large-scale commercial development will serve the expanding London area. In 2019, two major annexations occurred. The projected residential development due to the annexation totals approximately 1 ,800 single-family homes. • The appropriate buffering consists of using the "ON" Neighborhood Office District in lieu of the "CN-1" Neighborhood Commercial District. While the "ON" District offers the same amount of density of multifamily units, the "ON" District prohibits retail and restaurant uses not accessory to an office development. Additionally, the "ON" District allows medical uses by-right. Considering the significant number of adjacent single- family home, medical facilities and other professional office uses will be needed. Staff Report Page 4 Staff Recommendation: 1. Approval of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District. 2. Denial of the change of zoning from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District, in lieu thereof, approval of the "ON" Neighborhood Office District. Planning Commission Recommendation (July 22, 2020): Approval of the change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District and the "CN-1" Neighborhood Commercial District. Number of Notices Mailed — 1 within 200-foot notification area 4 outside notification area 0 As of July 3, 2020: 4= In Favor — 0 inside notification area o — 0 outside notification area Z In Opposition — 0 inside notification area a — 0 outside notification area Totaling 0.00% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) https://corpuschristi.sharepoint.com/sites/DevelopmentServices/DevelopmentSvcs/SHARED/ZONING CASES/2020/0720-01 Bobak Mostaghasi (London)/Council Documents/Report-Bobak Mostaghasi.docx Staff Report Page 5 RS-6 FR R5-4.5 a M� SUBJECT )ROPERFY 3 r FM 43 O cd HYDE PARK DR m N H lL Q � tX U Oat.Created:G WJZ29 0 250 500 Prepared By ReyR —Feet Departrr W ofD._fopmen t Services CASE: 0720-01 ; el Z ONING & !NOTICE AREA ° ultitalIL Lght hdu�rmlJ.Itifamlly 2 IH Heavy hdustrul "� SUBJECT ulNtam ilya PuD Plann un it Dev.overlay R&E-PT ofession.l Off ce R5-10 5ingle-Family 10ltifamilyAT RSG Single•-FamilyGighhorhood ammerc eRS4.5 Single-Family 4.5ig hh I, dCommerc e! RSTF Tw Famiy sort Commercial RS75 Single`Family 15sort Gaomemlal RE Reside tal EstteCG1 alCan .I l RSTH T.—h..— Cr, ownhouse '� X CG2 �Ge neral Commer"I SP Special Perm it s GI Mtensive Commercal RV Recreetlonal Vehide Park CBD ow Dntown Commercial RMH Manufacturetl Home _ CR3 Resort Canmemial -- FR Fa Rural H Historic Overlay BP Busir Parlh --- rw o D r o mfa- City of Corp- 4° ,2 x ,° C LOCATION MAP Christi f n"ni'a .itzf 1r R 7 i s � CASE: 0720-01 ■ Aerial Subject Property ■ � -s Roperty r� • Zoning Case #0720-01 Bobak Mostaghasi Rezoning for a Property at 0 FM 43 (Weber Rd.) From "FR" To "CG-2" and "CN-1" t '" —j—Property 1 e �4 Vicinity Map City Council `,elms°;ea August 25, 2020 Aerial Overview RS.a FR 5 SUBJECT PROPERTY "e: F Z Aerial Overview 12 Proposed Annexation Areas-05142020 Legend a a l a �An�e,<atonAlea 4 L-1, J...2019 ��.+�,,, Lontlon Towne fi „ Ord#031822 Transpona6an Plan 02-2fi-2019 .....—ndaryA ,l I=,—d An, ° --Moor C011aGor-Prapased(Cl) M,r Colletlnr-Purposed(C3) �i /rI + �FreewaylExpressrve9-�rop�sed.F" © — Il?Zoning 36.699 ac rS t? CN1 Zu+nn� CG3 385.802 Acre Tract Zoning i ct © sz 303.4¢ 1969 ac I I ' Kln—' Lantlin 11.19�0.20 .1r%4 at 1 ' 11 19 QY p ©© l! 15 'Pate .+ 06-03-20,20 Iin Zoning Pattern X00 IFE 099 f0 000 �O OM o OO�i O pG30O pL�UO� o OCL IQU 00 O Planning Commission Recommendation Approval of the "CG-2" General Commercial District and "CN- 1 " Neighborhood Commercial District Staff Recommendation Approval of the "CG-2" General Commercial District Denial of the "CN- 1 " Neighborhood Commercial District, in lieu thereof, "ON" Neighborhood Office District Public Notification 1 Notices mailed inside 200' buffer R9.8 5 Notices mailed outside 200' buffer FR Notification Area RS 4.5 71 Opposed: 0 (0.00%) � SUBJECT b PROPERTY 3 r i In Favor: 0 0 � HYDE-PARK-DR m w ti -= 7 `l U UDC Requirements RS-4 Buffer Yards: CN-1 to RS-4.5: Type B: 10' & 10 pts. Setbacks: Street: 20 feet Side & Rear: 10 feet m r Parking: suare¢r 1:250 GFA(Retail) PROPERTY Landscaping, Screening, and Lighting Standards e F i� Uses Allowed: Retail, Offices, and Multifamily *Bars/Nightclubs Not Allowed in "CN-1" Utilities Water: 16-inch C900 Wastewater: N/A SUBJEC4 paopIEaTY Gas: N/A Storm Water: N/A so �o o� A P v AGENDA MEMORANDUM µoRPORPg4 Public Hearing & First Reading Ordinance for the City Council Meeting 08/25/20 1852 Second Reading Ordinance for the City Council Meeting 09/08/20 DATE: July 16, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 Rezoning a property at or near 501 Heinsohn Road CAPTION: Zoning Case No. 0620-02, One Rail Group, LLC. (District 3). Ordinance rezoning property at or near 501 Heinsohn Road from the "FR" Farm Rural District and "IL" Light Industrial District to the "IL" Light Industrial District. SUMMARY: The purpose of the zoning request is to allow for the construction of a rail storage terminal. BACKGROUND AND FINDINGS: The subject property is 230 acres in size. The proposed use is the construction and operation of a Rail Storage Terminal. The rail terminal will be serviced by the Kansas City Railroad and will potentially serve all industries in the immediate area. The only building structures planned at this time will be an approximate 2,500 square foot office that will be submitted for approval to the City for review. No object higher than 35-feet is planned to be constructed on the site. The project will be phased to grow larger as customer contracts grow. The number of employees will be 25 or less. Hours of operation are seven days per week 6:00 a.m. to 6:00 p.m. No signage will be required at this location other than industry safety signage located in and around the rail facility. Access to the facility will be from Heinsohn Road. Very low volume is assumed at this time on Heinsohn Road and 50 trips peak am and 50 trips peak pm are assumed after construction is complete. Conformity to City Policy The subject property is located within the boundaries of the Corpus Christi Airport Area Development Plan and is planned for a light industrial use. The proposed rezoning to the"I L" Light Industrial District is consistent with the adopted Comprehensive Plan (Plan CC), compatible with surrounding uses, and does not have a negative impact upon the adjacent properties. Public Input Process Number of Notices Mailed 15 within 200-foot notification area 5 outside notification area As of July 3, 2020: I n Favor In Opposition 0 inside notification area 0 inside notification area 0 outside notification area 0 outside notification area Totaling 0.00% of the land within the 200-foot notification area in opposition. Commission Recommendation Planning Commission recommended approval of the change of zoning from the "FR" Farm Rural District and "IL" Light Industrial District to the "IL" Light Industrial District on July 22, 2020. ALTERNATIVES: 1. Denial of the change of zoning from the FR" Farm Rural District and "IL" Light Industrial District to the "I L" Light Industrial District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Staff recommends approval of the zoning request. Planning Commission recommended approval of the change of zoning from the "FR" Farm Rural District and "IL" Light Industrial District to the "IL" Light Industrial District with following vote count. Vote Count: For: 9 Opposed: 0 Absent: 0 Abstained: 0 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0620-02, One Rail Group, LLC. (District 3). Ordinance rezoning property at or near 501 Heinsohn Road from the "FR" Farm Rural District and "IL" Light Industrial District to the "IL" Light Industrial District. WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application 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 during a meeting of the City Council, during which all interested persons were allowed to be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code ("UDC") and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as being 80.144 acre tract of land situated in the Enriquez Villareal Survey Abstract No. 1 ,Nueces County, Texas, and being all of the south half of Block 2 of the J.C. Russell Farm Blocks, 27.361 acre tract of land situated in the Enriquez Villareal Survey Abstract No. 1 , Nueces County, Texas, and being a portion of Lots 14, 17 & 18 and all of Lots 22, 25 & 26 of the Johnny C. Wilson Farm Lots, 9.192 acre tract of land situated in the Enriquez Villareal Survey Abstract No. 1 , Nueces County, Texas, and being a portion of Lots 2, 6 & 10 of the Johnny C. Wilson Farm Lots, 0.192 acre tract of land situated in the Enriquez Villareal Survey Abstract No. 1 , Nueces County, Texas, and being a portion of Lot 2 of the Johnny C. Wilson Farm Lots, 98.382 acre tract of land situated in and Enriquez Villareal Survey Abstract No. 1 , Nueces County, Texas, and being all of the north half of Block 2 of the J.C. Russell Farm Blocks, 5.380 acre tract of land situated in and Enriquez Villareal Survey Abstract No. 1 , Nueces County, Texas, and being all of Lot 21 of the Johnny C. Wilson Farm Lots, 9.072 acre tract of land situated in and Enriquez Villareal Survey Abstract No. 1, Nueces County, Texas, and being a portion of Lots 3, 4, 7 & 8 of the Johnny C. Wilson Farm Lots as shown in Exhibit "A": from the "FR" Farm Rural District and "IL" Light Industrial District to the "IL" Light Industrial District. The subject property is located at or near 501 Heinsohn Road. Exhibit A, which is a map of the subject property attached to and incorporated in this ordinance. SECTION 2. 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 including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. 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 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1 , Section 1 .10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 2 of 13 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2020, 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 2020, 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 , 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 3 of 13 Exhibit A Y'LTCES C:OUNn,TEXAS Legal Descnption: TRACT 1: BEL;G a 80.144 acre tract of land situated in the Enriquez Villareal Surviffy_abstract No_ 1. Nueces Cotunty_ Teras.and beim all of the south half of Black-1 of the J.C.Russell Farm Blacks_ as recorded Volume 3_Page 553.1,1ap Records.Nueces Count-.Texas and being the renLiiuder portion of a called 158."acre tract of land described b•,-Deed to Lara-G. Justiss_et al.. as recorded iu 'ohume 205-. Page 360_Deed Records_Nueces Count4-_ Texas. Said 80.144 acre tract being more partictrlarly described by metes and botuids as follows: BEGLNVII\G at a 1 2" iron rod found for the southeast corner of said Block" on the ceneterline of Heinsahn Road. Said 1 iron rod found beinLy called the POINT OF BEGLVI ZNG and havinLy a-Texas Coordinate SystenY" Texas South Zone. North American Datum of 1953. State PLme Coordinate of N:17170493.5 E_13148 54.15 feet. for reference. THENCE S 88`35'37"W_a distance of'686.88 feet to a point for corner at the south,,vest corner of said Block?. and n-hich lies iilthin the confines of an existing railroad easement(Texas Me-ucau Railroad Right-of-,vay easement to Naval Station- Instnunent No. 187749.Deed Records.Nueces C otuxn-. Texas)- from which a 12" iron rod fotuid beans N 88`35'17" E.a distance of 14.81 feet.- THENCE eet_THENCE S 41`16'39" E_ alongy the confines of said existing railroad_a distance of 1298.93 feet to a point for the northn-est cancer of said 84.144 acre tract` THENCE N 88=35'16"E_ a distance of 21686-89 feet to a P. nail set for the northeast corner of said 80.144 acre tract on the centerline of said Heinsolm Road: THENCE S 01`'x'11"E_ a distance of 1298.66 feet to the POLNT OF BEGINNING. containing 80.1-14 acres or 3.491.063 square feet of land. more or less. TRAC T -1: BELONG a 2 7.361 acre tract of land situated in the Enriquez Villareal Survey Abstract No. 1. Nueces County- Texas-and being a portion of Lots 14. 17 & 15 and all of Lots 22 ?3 & 26 of the Johunv C. lFilson Farm Lots_ as recorded in Volume''1. Page 1'-13. Map Records_Nueces Count-. Te--is and being described by Deed to LurV and Zoe Justis.s Fanli13-Limited Parviersbip. as recorded in Doctunent No. 2004-005530 7.Official Public records_Nueces Counrv. Texts. Said"'7.361 acre tract being more partictulaTl_y described by metes and botuids as folloWS: BEGrTNE\G at a 1 i"" iron rod with a cap. statuged''TRANSGLOB.A.L SERVICES— set at the northeast corner of said Lot 25.on the east right-of-way line of Heinsohn Road. Said 1 "'iron rod-Mtli a cap_ stamped--T&ANSGLOBAL SERVICES-set being called the PONT OF Page 4 of 13 BEGINNING and hn iug a-Texas Coordinate System'Texas South Zane"North Aixerican Datum of 1983" State Plane Coordimate of'N: 17173451-18-, E: 1314 i91.9S feet" for reference. THENCE S 01=25`17"E" a distance of 360?4 feet to a 1" iron rod fotuid for the southeast coaxer of said Lot 25 and said Johnny C.WiLson Farre Lots: THENCE S 88-34'03"W alouq the.south line of said Johnny C. Wilson Fam Lots and Lots ,5 &26"a distance of 1300"97 feet to a 60D nail set at the southwest corner of said Lot 26; THENCE N 01 023'09" V7-along the west lime of Lots 26" 212. 18& 14" a distance of 12123.78 feet to a 1 -"' iron rod,,,,ith a cap.staniped''TF.LNSGLOB-kL SERVICES— set for the northwest corner of said 27.361 acre tract on the southerly right-of-way line of State 44(a variable n idth acid being the t�eguxtwxg of a nou-ttaugent clu,"e to the left having a radius of 345936 feet. a delta angle of 18=21`40" and a chord hearing and distance of S 82`20'35" E" 1103"86 feet: THENCE along said non-tangent=e to the left and said southerl'right-of-wa, line_passing the common line of Lots 14& 18 and Lots 17 & 18"au arc length of 1108.60 feet to a L""iron rod found for corner; THENCE N SS-35'3I"E. a distance of 163.75 feet to a 1 "' iron rod found for the northernmost northeast corner of said 27.361 acre tract: THENCE S 46-24T7" E_a distance of 65.67 feet to a 1 2"iron roda cap. stanxped -TR-ANSGLOBAL SER",-I(-- set for the easternnxost northeast corner of said '7.361 acre tract. on the east line of said Lot 17 and being it the intersection of the southerly right-of-way, line of said State Highway 44 and the n-est line of.said Heinsolin Road: THENCE S 01-25`17"E" along the east hue of said Lot 17 and the west right-ofway, line of said Heinsohn Roa&a distance of 282.38 feet to a 1 '" iron rod with a cap_ stamped --TRANSGL0BAL SERVICES- set at the southeast confer of said Lot 17: THENCE S 88-34`00"W_along the.south line of.said Lot 17" a distance of 650.3_' feet to a point for the.soutIrivest corner of saicf Lot 17.the southeast comer of said Lot 18 and the northeast corner of said Lot 22: THENCE S 01=216"E" alonLy the east line of said Lot 22. a distance of 360.25 feet to a point for the.southeast corner of said Lot 22"the northeast corner of said Lot 26 and the northn—est corner of said Lot 25_ THENCE N 88°34'00"E. a distance of 650.77 feet to the FOIh7 OF BEGINNING" contaiiug 27.361 acres or 1.191"846 sgxme feet of land"more or less. ~ Page 5 of 13 TRACT 3: BELNG a 9.192 acre tract of land.situated in the Enrignez Villareal Siuyev abstract No. 1. Nueces Cmnt}-_ Teas.and being a portion of Lots'. 6& 10 of the Johnny C. Wilson Farm Lots. as recorded in Volume 21.Page 12-13. Map Records.Nueces Cotmtv_ Te a.s and being described by Deed to Lam-and Zoe Justiss Family Limited Partnership. as recorded in Dacimient No. 1004-005307. Official Public Records_Nueces Cottntv_Texas. Said 9.191 acre tract being more particularly-described by metes and bounds as folllo S: BEGr-N-MNG at a 12" iron rod tit-ith a cap. .stautped ''Tl--LNSGLOBAL SERVICES" set for the north comer of said 9.191 acre tract on the easterly right-of-tit-ay of State Highwav 44(a vaf0ble %yLdth)_ from which a concrete montun-ent foiuid bears N 60`08''5-"E_ a distance of 5'.33 feet_ Said 1 "" iron rod alth a cap_ stamped --TRANSGLC)B.0 SER�-ICES set beingy called the PC TNT OF BEGUN IvG and h ndn¢a --Te i.s Coordinate System'Texas Sottth Zone-N- Mlx kntericm DatLmi of 1953_ State Plane Coordinate of 17175566.66. E: 1314091.15 feet- for reference. THENCE S 01=11`00" E_passing a 1:2'" iron rod found at the southea;t comer of said Lot } and the northeast coater of said Lot 6. in all a total distance of 965.36 feet to a point on the east line of said Lot 10 on said easterl-.-riu-it-of-way for the begiunin4 of a non-tangent curve to the rift having a radius of 17 215.0 8 feet. a delta angle of 15°05'19`' and a chord bearing and distance of N 71°08'56"W— 454.47 feet_ frons said point a found 1 '1" iron rod found bears N 01`'0'55"E- a dist mce of 1.52 feet-- THENCE eet:THENCE along .said non-tangent inwve to the rig11 t. an arc length of 455.50 feet to a 12" iron rod,lith a cap_ stamped-`TR.ANSGLOB.0 SERVICES" set for corner at the beginning of<a tangent aTve to the right having a radius of 305.99_ a delta tangle of 31`15'13" and a chord bearing and distance of 47°53'04" W- 166.45 feet: THENCE continuing along said easterly-f i_ :--i=- .,-a_-line the follcra-kg courses and distances: --long said tangent ctine to the right. an arc length of 165.56 feet to a point for the beginning of tangent curve to the right hat-iug a radius of 305.99 feet.a delta angle of 5 72 and a chord bearing and distance of N 03°38'56"W- 196.31 feet. franc said point a 1 2" iron rod foluld bears S 34-3703"E- a distance of 1.24 feet: .Along said tangent ctin-e to the right_ an arc length of 309_?7 feet to a 12" Iran rod A th a. cap_ stamped"TRANS GLOBAL SERVICES" .set for the beginning of a tangent ciuve to the right having a radios of 445.11 feet. a delta angle of 35`09'5S". and a chord bearing and distance of 41'36218" E. ?51.51 feet: .along said tangent ctm-e to the right. an arc length of 2'87.31 feet to a 1 _'" iron rod Stith a. cap_ stamped"TRANSGLOB_U SERVICES" set: T EN- CE N 60-05'3 S"E- a distance of 413.14 feet to the POINT OF BEGINVIN-G- containing 9.192 acres or 400.394 square feet of kind- mare or less. Page 6 of 13 TRACT 4: BELNG a 0.192 acre tract of land situated in the Enrigaez Villareal Survey Abstract No. 1_ Nueces Cotuat}y_ Texas.and being a portion of Lot '2 of the Johnny C.Wilson Faun Lots_as recorded in Vohime'1-Page 12-13_Map Records_Nueces Cotuiny_ Te�q.s and being described b-,-Deed to Lam and Zoe hustiss Firmly Linn ted Partnership. as recorded in D ufierit-No. '1004-005307_ Official Public Records.Nueces Ccrtmty.Texas_ Said 0.19" acre tract being more particularly described b-,-inetes and hounds as follows- BEGENN- LNG ata 1 `iron rod with a cap. .statitped"TRANSGLOBAL SERVICES_. set for the nortli;rest comer of said Lot 21 on the.south right-of-tray line of Agnes Street. Said 1 21" iron rod with a cap_ stamped "TRANSGLOBAL SERVICES" set being called the POOL T OF BEG N_VING and having a--Tex<i:s Coordinate S,,stcnu-Texas South Zone_ -NeTth American Datum of 1983. State Plane Coordinate of N: 1?173199-69_E: 1313438.55 feet. for reference. THENCE Iti 88:34'00"E. along the north line of Lot 2 and the south line of said right-of-viv. a distance of 19.94 feet a concrete niommient found at the intersection of the south right-of-tray line of Agues Street and the northerly right-of-seay line of State High,;,-a_-44(a variable aldth riglit-of-way): THENCE along the northerly ngJtt-of-way line of State Hightyay 44 the follo,�,ing courses and distmces: S 53°40'41" E_a distance of 6333 feet to i 1 T' iron rad %X-ith a cap_ stamped -' _VNSGLOBAL SERVICES .set for comer-- S omer:S 48°5114" W_ a distance of 116.'0 feet to a 6"hackberr,tree: S 43°14'55" NAL'_ a distance of 29.39 feet to a 12" iron rod ii7th a cap. stamped -'TR-A-NSGLOB AL SERVICES-set on the west line of said Lot 2: THENCE N 01`23'09"IV. alonz the west line of.said Lot 2. a distance of 133.5' feet to the P0rN_T OF BELL NT-\'G_ containing 0.192 acres or 5.358 square feet of land.more or less. -k- 0 58 54 Page 7 of 13 NUI C.I S C:t]UIIITYIIXAS Legal Desci iptlon: TRACT 1: BELNG a 98.382 acre tract of land situated in atnd Eurigiez Villareal Sun-ey Abstract No_ L Nueces County_ Te�a.s.and being all of the north half of Block' of the J.C. Russell Farm Blocks_ as recorded Volun7e 3-Page 53.Map Records-'Nueces Count-_Texas and being described by Deed to Johnny-C. Wilson_Jr._et al_as recorded in Volinue'03'_ Page 560_Deed Records_-Nueces Coimty. Terms and in the Estate of Mabel Kreiling Froinnie, recorded in Cause No. 385 78-4. Probate Records.Nueces Counrr.. Texas.and part of Lot 11 & 13 and all of Lots 19. 23 & 27 of the JohMV C'."%�'illson Farm Lots_as recorded in Volume 21- Pages 1'-13. Map Records_-Nueces C oimty." Texas and being described by Deed to Johnny Charles Wilson.Jr._and wife_ Lindau Fronune Wilson- as recorded in Document No. 8749"1.Official Public Records_ Nueces County_ Teas. Said 98.381 acre tract being more particularly described by metes and bounds as follows: BEGINNING at a P.K.nail set in the centerline of Heinsohn Road for the.southeast corner of said 98.38' acre tract_ from which a 1 '`' iron rod found for the.southeast corner of said Block�'- J.C.Rnssell Fami Blocks bears S 01`„'11” E, a distance of 1'98.67 feet. Said PYL nail set being called the POUT OF BEGUN-P G and having a-'Teas Coordinate System-Texas South Zone_North Americin Dat-.un of 1983_ State Plane Coordiri<ate of N: 17171701.81.E: 1314833.14 feet_ for reference. THENCE S 88`33'16"W.a distance of 2686.89 feet to a point for a comer for the southwest corner of said 98.38'acre tract. and which lies i�ithin the confines of an existing railroad(Texas Mexican Railroad Right-of-ya V easement to Naval Statim Instnmient No. 187749.Deed Records_-Nueces Counrnty_Texas)_ THENCE 1,�01°16'39"'V'_ along the confines of said existing railroad.a distance of 1299.20 feet to a paint for tine westernmost northwest comer of said 98.38' acre tract_ and from which a 12" iron pipe found bear N 88-3-'i1"E_ a distance of 121'.83 feet: THENCE N 88`34'03"E. a distance of 71'.921' feet to a 3_, fence confer found at an anterior ell corner of said 98.38'acre tract and the.southwest corner of said Lot 27: THENCE N 01°13'171' V'_ along the west lines of said Lots 27.23. 19. 13 & 11_a distance of 1515.91 feet to a 12" iron rod found for the northerumost uorffiwest comer of said 98.382 acne tract and being in the sa utherl r right-of-way line of State Highn-a;-44 (a variable Mdth right-of- way). also being the beginuiug of a non-tangent ciu ve to the left mud.having a radius of 3439.36 feet. a delta angle of 11:49"51"-and a chord bearing and distance of S 6714'49" E_ 713.03 feet: THENCE along said non-tangent crurve to the left_ departing the west line of Lot 11_passing the coninnon line of said Lots 11 & 15_ along the souther 1-,:-right-of-n-a,-line of State Highway 44. an arc length of 714.3' feet to a 1 2" iron rod with a cap. stamped "TRANSGLOBAL SERVICES- Page 8 of 13 set fur the nothemalo:st northeast corner of said 98.3821 acre tract and beim in the east line of Lot 15: THENCE S 01:23`09" E- along the east line of said Lots 15- 19- 23 & 27-a distance of 1213.78 feet to a 60D mil set for an interior ell corner of said 98.38'acre tract. the southeast corner of said Lot 27 and the north line of said Block I THENCE N 88c34'03"E- along the north line of said Block ,_passim a 1" iron rod found for the southeast comer of said Johnny C. Wilson Fami Lots at a distance of 1300.97 feet-in all a total distance of 1321'2'.121' feet to a P.K.nail set for the easte=ost northeast comer of said 98.382 acre tract oit the centerline of said Heinsohn.Road: THENCE S 01:21_I'11" E- alonz said centerline. a distance of 105'.16 feet to a 121"iron rod found for comer: THENCE S 88`3749"W.departing said centerline. a distance of 290.40 feet to a 60D nail set for an interior ell comer of said 98.382 acre tract: THENCE S 01:212"11" E_ a distance of 299-8_I feet to a 1 "" iron rod with a cap. steed ..TRAItiSGLOB LL SER—,,,"ICES—'set for an interior ell corner of said 98.38_I acre tract: THENCE N 88°37'49"E- a distance of 290.40 feet to a 12" iron rod found for comer on the centerline of said Heimsohn Road: THENCE S 01-,ti`11"E- alonz said centerline. a distance of 895.17 feet to the POIh7 OF BEGINNING. containing 98.38_I acres or 4.285.523 .squzue feet of land.more or less. TRACT?: BELNG a 5.380 acre tract of land situated in and Eiriquez Villareal Stn:ev Abstract No. 1. Nueces Cotuity- Texas-and being all of Lot A of the Johnny-C. Wilson Famn Lots. as recorded in Volume 1-1. Pages 1?-13.'slap Records--Nueces Count-_ Tees and being described by Deed to Jol=v Charles Wilson_ Jr..recorded in Vohune 145.Paze 306. Deed Records.Nueces Cornute. Teaaas and the Estate of filar,-Lee Wilsom as recorded in Cause No. 2 D00-PR-38815-_'- Probate Records-Plueces Carum�. Terns. Said 5.380 acre tract being more partictilari� described by nnetes and bounds as follo7,v.s: BEGINVING at a 1 2" iron rod 4rith a cap. stuWed "TR-NSGLOBAL SERVICES— set for the southeast comer of said Lot 211. fronx which a 1"iron rod found for the southeast corner of said Johnin-C.Wilson Farm Lots hears S 01-2115'0211"E- a distance of 360.20 feet. Said 12" iron rod with a cap_ stamped "TR.ANISGLOB AL. SERVICES-- set being called the PONT OF BEGIN_IING and having a-'Texas Coordinate Sasteni'Texas South Zane-North:lnterican Datum of 1983- State Plane Coordinaate of N_- 1717 3-45 1-18-E: 1314?91.98 feet. for reference. THENCE S 88`34'0,0" W.a distance of 650.77 feet to a point for the smithwest comer of Lot'1: Page 9 of 13 THENCE N 01`21'00'" W- a distance of 360. 5 feet to a point far the nortim-est corner of Lot 21: THENCE N 88`34'00'"E. a distance of 654.32 feet to a 12" iron rod nith a cap. stamped -'TR.AN SGLOB U SERVICES"set for the northeast comer of said Lot 21 THENCE S 01`25"16" E. a distance of M0.25' feet to the POINT OF BEG G. containing 5.380 acres or 234-357 sgikare feet of Land_ mare or less. T -kC T 3: BELNG a 9.472 acre tract of land.situated in and En.riquez Villareal Sun-ey abstract No. I, Nueces County- Tees.and being a portion of Lots 3.4. 7 & 8 of the Johnny C. "Wilson Fanu Lots. as recorded in Volume'1-Pages 1'-13-1A lap Records. Nueces Coring-_Texas and being described by Deed to Johnin~ Charles Wilson- Jr.. and wife. Linda Frontme Wilson_as recorded in Document No. 8 749 21. Official Public Records.Nueces Coimty.Texas. a Deed to Johimv Charles WilsoiL recorded in[Volume 148. Page 306.Deed Records-Nueces County- Texas and the Estate of la Lee��'ilsan-Cause No- ? -PR-33815 '- Probate Records-Nieces CaunrV. Te as. Said 9.072 acre tract beim more pa mcWarlti described by metes and bounds as follows: BEGINVNG at a 12"iron rod with a cap. .stantped "TR-ANSGLOBAL SERVICES— set at the the northeast corner of said Lot 3 and the south right-of--xa v line of Agnes Street- also being the northeast corner of said 9.0,- acre tract- Said 1 '" iron rad with a cap stamped -.TR- NSGLOBAL SERVICES" set beim called the POD\-T OF BEGL%TNING and ha-6=7 a —Texas Coordinate Systeni'Texas South Zone--forth.?nterican Da-rux7 of 1983- State Plane Coordinate of--N: 17175599.69- E: 1313438.38 feet- for reference. THENCE S 01:1-3'09" E_ a distance of 133.32 feet to a 1 2" iron rad with a cap. stanrtped -.T -ANSGLOB:?L SERVICES" .set an the east line of said Lot 3 and the northern right-of-tt-a�- line of State High tvay 44(a variable t--idth right-of-way): ` THENCE alon R the nartherl- rtzht-of-,Y.ry line of said State Hi ghwa-, 44 the following catuses and distances: ~ Y ~ S 43°14'55" W- a distance of 70.61 feet to a 10" hacicberr, tree: S 38`00'43" IV- a distance of 104.00 feet to a 1 2" iron rad��,�ith a cap. stamped -.TR�NISGLOB "iL SERVICES-set for the beginning of a tangent cun-e to the right having a radius of 509.77 feet-a delta angle of 66`53'23"-and a chord bearing and distance of 71°26'5'" W. 561.69 feet: ~ _slang said tangent turf e to the right.passing the common line of said Lot 3 & 7. an arc length of 594.91 feet to a concrete monnunent found for the beginning of a tangent nine to the right having a radius of 509.57 feet- a delta angle of 66°53'28 and a chard bearing and distance of N 68`47'45"W. 113.56 feet: Page 10 of 13 _�,1ong said taalEeut can e to the right.gassing the common liu�e of said Lot 7 Sand Lot #&S. an are lertgrth of 115.83 feet to a 6.0D nail set. from which a 1 -l" iron rod found bears 5 41:44'21'3"W. a distance of 3.--l7 feet_ N 63`34'46" W. a distance of 521'5.94 feet to a concrete nYouimient found for the southwest comer of said 9.07-1 acre tract: N 39'30'02"E_a distance of 175.4 9 feet to a point for the northn-est coater of said 9.07' acre tract and the north line of said Lot 4. oil the soiirh ri ltt-af- a, lice of said Agnes Street. from which a concrete moniulteut fatutd Dears S 1"43'51" W. a distance of 1.46 feet: THENCE N 55`34'00''E. a distance of 1111.66 feet to the POD-7T OF BEGLV_VLNG. containing 9.472 acres or 395.161 sq-t re feet of laud_more or less. .......• .II. . 'A �.�MES CU TIS YARGER ��a•••4.1.4 a•a.aaaa...a•aaa• • 5854 Page 11 of 13 r M i . e Mzm m"4'iri�;.�"s Oc ist — r neap Page 12 of 13 ,amu:,.„. � .,.. . et ,,...,. :- .....�.-�_�,.,-._....W,•..,w..�..,..�,.. i .a c — , Owl 4 di -xuie'R::�x.=rrfirm.z-.•ar ..••�' L��5. ��•�:�ss�r"�i�evciaf�i7�3k-ss"�'�li�• Page 13 of 13 PLANNING COMMISSION FINAL REPORT Case No. 0620-02 INFOR No. 20ZN1014 Plannin Commission Hearin Date: July 8, 2020 Owner: One Rail Group, LLC. Applicant: One Rail Group, LLC. Location Address: 501 Heinsohn Road o Legal Description: Being 80.144 acre tract of land situated in the Enriquez Villareal Survey Abstract Q No. 1,Nueces County, Texas, and being all of the south half of Block 2 of the J.C. Russell Farm Blocks, 'i 27.361 acre tract of land situated in the Enriquez Villareal Survey Abstract No. 1, Nueces County, Texas, N and being a portion of Lots 14, 17&18 and all of Lots 22,25&26 of the Johnny C.Wilson Farm Lots, 9.192 .v acre tract of land situated in the Enriquez Villareal Survey Abstract No. 1, Nueces County,Texas, and being � a portion of Lots 2, 6 & 10 of the Johnny C. Wilson Farm Lots, 0.192 acre tract of land situated in the QEnriquez Villareal Survey Abstract No. 1, Nueces County,Texas, and being a portion of Lot 2 of the Johnny C. Wilson Farm Lots, 98.382 acre tract of land situated in and Enriquez Villareal Survey Abstract No. 1, J Nueces County, Texas, and being all of the north half of Block 2 of the J.C. Russell Farm Blocks, 5.380 oa acre tract of land situated in and Enriquez Villareal Survey Abstract No. 1, Nueces County, Texas, and being all of Lot 21 of the Johnny C. Wilson Farm Lots, 9.072 acre tract of land situated in and Enriquez Villareal Survey Abstract No. 1, Nueces County,Texas,and being a portion of Lots 3,4,7&8 of the Johnny C. Wilson Farm Lots, located along the west side of Heinsohn Road, south of State Highway 44 (Agnes Street), and west of State Highway 358 North Padre Island Drive). From: "FR" Farm Rural District and "IL" Light Industrial District .� To: "IL" Light Industrial District No Area: 230 acres Purpose of Request: To allow for the construction of a rail storage terminal. Existing Zoning District Existing Future Land Use Land Use Site "FR" Farm Rural and Vacant Light Industrial "IL" Light Industrial Heavy Industrial North "IH" Heavy Industrial Heavy Industrial and Light Industrial o N 0 South "IL" Light Industrial Vacant Light Industrial }, J T "FR" Farm Rural and Vacant and W East "IL" Light Industrial Light Industrial Light Industrial "FR" Farm Rural, Vacant and Heavy Industrial West "IH" Heavy Industrial, and Heavy Industrial and Light "IL" Light Industrial Industrial Area Development Plan: The subject property is located within the boundaries of the Corpus Christi Airport Area Development Plan and is planned for a light m o industrial use. The proposed rezoning to the "IL" Light Industrial District is '40 consistent with the adopted Comprehensive Plan (Plan CC). a o Map No.: 053043 Q City Council District: 3 Zoning Violations: None Staff Report Page 2 Transportation and Circulation: The subject property has approximately 160 ° feet of street frontage along State Highway 44 (Agnes Street) which is designated as a "F1" Freeway/Expressway Street and has approximately 3,600 ° feet of street frontage along Heinsohn Road which is designated as a "A2" a N Secondary Arterial Street. According to the Urban Transportation Plan, "A2" L Secondary Arterial Streets can convey a capacity between 20,000 to 32,000 Average Daily Tris (ADT). Urban Proposed Existing Traffic Street Transportation Plan Section Section Volume C; Type State Highway `°F1" 450' ROW 400' ROW 4 SQA entN/A es Freeway/Expressway 180' paved Varies paved L U) Heinsohn "A2" Secondary 1 00' ROW 45' ROW Road Arterial 54' paved 21' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "FR" Farm Rural District and "IL" Light Industrial District to the "IL" Light Industrial District to allow for the construction and operation of a Rail Storage Terminal. Development Plan: The subject property is 230 acres in size. The proposed use is the construction and operation of a Rail Storage Terminal. The rail terminal will be serviced by the Kansas City Railroad and will potentially serve all industries in the immediate area. The only building structures planned at this time will be an approximate 2,500 square foot office that will be submitted for approval to the City for review. No object higher than 35- feet is planned to be constructed on the site. The project will be phased to grow larger as customer contracts grow. The number of employees will be 25 or less. Hours of operation are seven days per week 6:00 am to 6:00 pm. No signage will be required at this location other than industry safety signage located in and around the rail facility. Access to the facility will be from Heinsohn Road. Very low volume is assumed at this time on Heinsohn Road and 50 trips peak am and 50 trips peak pm are assumed after construction is complete. Existing Land Uses & Zoning: The subject property is currently zoned "FR" Farm Rural District and "IL" Light Industrial District and consists of vacant property. The property was annexed in 1962. To the north across State Highway 44 (Agnes Street) are vacant properties zoned "IL" Light Industrial District. To the south are vacant properties zoned "IL" Light Industrial District. To the east are businesses and vacant properties zoned "IL" Light Industrial District and "FR" Farm Rural District. To the west vacant properties zoned "IH" Heavy Industrial District and "FR" Farm Rural District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). No comments were received from either the Corpus Christi International Airport nor the Naval Air Station in opposition of the rezoning. Staff Report Page 3 Plat Status: The property is not platted. Utilities: Water: 8-inch ACP line located along Heinsohn Road. Wastewater: 8-inch PVC line located along Agnes Street. Gas: 2-inch Service Line located along Heinsohn Road. Storm Water: 24-inch line located along Agnes Street. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Corpus Christi Airport Area Development Plan and is planned for a light industrial use. The proposed rezoning to the "IL" Light Industrial District is consistent with the adopted Comprehensive Plan (Plan CC). The following policies should be considered: • 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). Department Comments: • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the surrounding uses, and does not have a negative impact upon adjacent properties. Planning Commission and Staff Recommendation (July 22, 2020): Approval of the change of zoning from the "FR" Farm Rural District and "IL" Light Industrial District to the "IL" Light Industrial District. Number of Notices Mailed — 15 within 200-foot notification area 5 outside notification area 0 M As of July 3, 2020: In Favor — 0 inside notification area o — 0 outside notification area Z In Opposition — 0 inside notification area — 0 outside notification area a Totaling 0.00% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) https://corpuschristi.sharepoint.com/sites/DevelopmentServices/DevelopmentSvcs/SHARED/ZONING CASES/2020/0620-02 One Rail Group,LLC/PC Documents/PC Report-One Rail Group,LLC.docx Staff Report Page 4 � ° AGNE�ST ��AG NE a2 ONES S Z RL HWY 44 FWY e n HWY 44 ACC IH d 5 W j 40 SUBJECF '—' P,ROPER 11 , 9 13 RF SPI92-02 FR 3 15 6 2 J- -Dae r—,smra° 0 250 500 F epared 6y R �Feet 77 tlepartmend of t7evefopmerrd 5ervic CASE: 4624-02 ZONING & NOTICE AREA RM-1 Multifamily) IL Lght lntlustrial RM-2 Multifamily2 IH Heavy hdustral SUBJECT RM-3 Multifamily3 PU6 Planned Unit Dev.Overlay `PROPERTY ON Professional Otice RS-10 Single-Fam ily 10 RM-AT Multifamily AT RSI Singles Family& CN-1 Neigh horhood Cam mercal RS-4.55irtgle-Family 4.5 CN-3 Nei g hborhood Cam mercal R5-TF TwoFamdy CR-1 Resort Commercial RS-15 Single-Family 15 CR-1 Re rt Com mere ial RE Residential Estate CO-1 Ge rmral C mn m e.a l RS-TH Townhouse MA ~ * Corpns ChrcsN ay CG7 Ge neral C am m era a l SP Special Permit CI Wens Ie Camnn cal Ry Recreational Vehide Park CBC Dow rttaw n.Commercial RMH Manufactured Home \ g CR-3 Resort C.ommemial E FR Farm Rural HHlstaric Overlay \� RP Business Park T ��- mth 20Pbuuf&r O in laver u . \ \ C"7 of ¢° X LOCATIO" PF mh I 4.I p / r I � CASE: 0620-02 Aerial with Subject Property SUBJECT ❑ Su ke d %PR OPER TY PYDpert AgIE crlA 4 CarpusChrisd ay 9 EAp 4•\1 Map Scale: 1:10,000 `� \\ � Com.of rOcaTION ,79aP Zoning Case #0620-02 One Rail Group, LLC. Rezoning for a Property at 501 Heinsohn Road From "FR" and "IL" To "IL" Ir r 1 Vicinity Map City Council August 25, 2020 Aerial Overview GNES AGfWES ST HWY44FWY - _ HWY 44 ACC - SUBJECT PROPERTY ut ., 2 Zoning Pattern o� OM 072 20M FE � IFF,p 982 °0 g %62 Q d A779) MIT 0 3 Planning Commission and Staff Recommendation Approval of the " IL" Light Industrial District Public Notification .R 15 Notices mailed inside 200' buffer a AGMESSTI 5 Notices mailed outside 200' buffer z Notification Area " Y44 FWY Ce IN® s o H ACC W j 5 Opposed: 0 (0.00%) , sus.JECrecr , PRQPERT,Y 9 77 !C SP/92-02 In Favor: 0 FR 5 6 UDC Requirements AGNE55T - Buffer Yards: AG ST � � IL to FR: N/A Nk i hW `� w Setbacks: H�Y4,Fw; Street: 20 feet H""x°- CC Side & Rear: 0 feet suerecr a Parking: PROPERTY N/A Landscaping, Screening, and Lighting Standards Uses Allowed: Light Industrial, Retail, Offices, Vehicle Sales, Bars, and Storage. Utilities Water: r 8-inch ACP Li Wastewater: 8-inch PVC � 8 Gas: SUBJIECr 2-inch service line Storm Water: 24-inch s c� �t 0 V NCORPOR 1�'0 AGENDA MEMORANDUM zss2 Action Item for the City Council Meeting August 25, 2020 DATE: July 25, 2020 TO: Peter Zanoni, City Manager FROM: Rudy Bentancourt, Director of Housing and Community Development RudyB(cDcctexas.com (361) 826-3021 Special Board Meeting of the Corpus Christi Housing Finance Corporation CAPTION: Special Board Meeting of the Corpus Christi Housing Finance Corporation regarding an Investment Services Agreement. SUMMARY: This motion authorizes the annual agreement between the Corpus Christi Housing Finance Corporation and the City of Corpus Christi for management of the investment of Corporation funds. BACKGROUND AND FINDINGS: This agreement authorizes the City's investment officers to serve as the investment officers for the Corporation under the Texas Public Funds Investment Act (PFIA) and provide cash management and investment services. The City's investment officers will invest the Corporation's funds in investments authorized by the Corporation's Investment Policy and Investment Strategy and in compliance with the PFIA. The Corporation will pay the City an amount specified in the annual budget for the investment and cash management services provided to the Corporation by the City. This is an annual agreement and the Corpus Christi Housing Finance Corporation approved the prior agreement by motion at its October 1, 2019 meeting. ALTERNATIVES: The City Council could choose not to approve the agreement and the Corpus Christi Housing Finance Corporation would need to hire staff or contract with a third party to manage the investments of the Corporation funds. FISCAL IMPACT: There is no fiscal impact for entering into this agreement. FUNDING DETAIL: Fund: N/A Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of this motion authorizing an agreement between the Corpus Christi Housing Finance Corporation and the City of Corpus Christi to manage the investments of Corporation funds. LIST OF SUPPORTING DOCUMENTS: Board Agenda Minutes of July 14, 2020 Treasurer's Report Agreement AGENDA CORPUS CHRISTI HOUSING FINANCE CORPORATION SPECIAL MEETING Date: Tuesday, August 25, 2020 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street, Corpus Christi, Texas 78401 1. President Rudy Garza calls meeting to order. 2. Secretary Rebecca Huerta calls roll. Board of Directors Officers Rudy Garza, President Peter Zanoni, General Manager Michael T. Hunter, Vice President Samuel "Keith" Selman, Asst. General Manager Roland Barrera Rebecca Huerta, Secretary Paulette Guajardo Paul Pierce, Asst. Secretary Gil Hernandez Alma Casas, Treasurer Joe A. McComb Judy Villalon, Asst. Treasurer Ben Molina Everett Roy Greg Smith 3 PUBLIC COMMENT —AUDIENCE AND PRESENTER SOCIAL DISTANCING AND PUBLIC TESTIMONY AND PUBLIC HEARING INPUT AT PUBLIC MEETINGS OF THE CITY COUNCIL. To reduce the chance of COVID-19 transmission, public meetings will be held in a manner intended to separate, to the maximum practical extent, audience and presenters from personal contact with members of Community, City Staff, and City Council. This meeting will broadcast at cc.texas.com/service/councilmeeting-agendas-minutes- video. Public testimony and public hearing input for Public Comment and all items on the agenda at public meetings of the city Council should be provided in writing format and presented to the City Secretary and/or designee no later than five minutes after the start of each meeting of the City Council. Testimony and/or public input shall be in accordance with the City Secretary's instructions, which shall be posted on the City Secretary's door and on the City website and allow for electronic submission. The written public testimony shall be provided to members of City Council prior to voting on measures for that meeting. Written testimony shall be limited in accordance with the City Secretary requirements and shall be placed into record for each meeting. This testimony shall serve as the required public testimony pursuant to the Texas Government Code 551.007 and shall constitute a public hearing for purposes of any public hearing requirement under law. The meeting may be held telephonically or via videoconference. The public may participate remotely by following the instructions of the City Secretary at cctexas.com/departments/city-secretary. 4. Approve minutes of June 14, 2020, board meeting. 5. Treasurer's Report. 6. Motion authorizing an agreement between the Corpus Christi Housing Finance Corporation and the City of Corpus Christi for management of the investment of Corporation funds. 7. Adjournment MINUTES CORPUS CHRISTI HOUSING FINANCE CORPORATION SPECIAL BOARD MEETING July 14,2020 2:49 p.m. PRESENT Board of Directors Officers Rudy Garza, President Peter Zanoni, General Manager Michael T. Hunter, Vice-President Samuel "Keith" Selman, Asst. Gen, Mgr. Roland Barrera Rebecca Huerta, Secretary Paulette Guajardo Paul Pierce, Asst. Secretary Gil Hernandez Alma Casas, Treasurer Joe McComb Judy Villalon, Asst. Treasurer Ben Molina Everett Roy Greg Smith President Garza called the meeting to order in the Council Chambers of City Hall at 2:49 p.m. Secretary Huerta verified that a quorum of the Board was present to conduct the meeting. President Garza referred to Item 3 and called for public comment. There were no comments from the public. President Garza referred to Item 4 and called for approval of the minutes of the October 1, 2019 meeting. Board Member Roy made a motion to approve the minutes as presented, seconded by Board Member Molina, and passed unanimously. President Garza referred to Item 5. Director of Finance Heather Hurlbert presented the Treasurer's Report ending April 30, 2020. There were no questions. President Garza referred to Item 6 as follows: Motion to approve the plans for redevelopment of the Ward Building to include 10,000 square feet of commercial space, 14 art studios and 8 multi- family units and grant an extension of one year to close the construction financing for the redevelopment due to financing delays caused by COVID-19. Board Member Molina made a motion to approve Item 6, seconded by Board Member Hunter, and passed unanimously. There being no further business to come before the Corpus Christi Housing Finance Corporation, President Garza adjourned the meeting at 2:58 p.m. CORPUS CHRISTI HOUSING FINANCE CORPORATION BALANCE SHEET JUNE 30, 2020 Assets Cash, cash equivalents & investments $ 474,976 Accounts Receivable 302,423 Total assets $ 777,399 Liabilities Unearned revenue $ 302,423 Fund Balance Restricted 474,976 Total liabilities and fund balances $ 777,399 CORPUS CHRISTI HOUSING FINANCE CORPORATION STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE FOR THE NINE MONTHS ENDED JUNE 30, 2020 Revenues Charges for services $ 70,112 Earnings on investments 212 Total revenues 70,324 Expenditures Community Development 1,327 Excess of revenues over expenditures $ 68,997 Fund Balance at October 1, 2019 405,979 Fund balance at April 30, 2020 $ 474,976 9030 CC Housing Finance Corp RAW Trial Balance April 30,2020 ACCOUNT -A ACCOUNT-DESC ACTIVITY-BB ACTIVITY-DB ACTIVITY-CR ACTIVITY-CB 111600 0 Cash in bank-pooled 369,971.87 70,111.56 1,407.26 438,676.17 111622 0 Cash in bank-CC Hsing Fin Corp 36,087.81 212.16 36,299.97 474,976.14 112820 0 Due from subdivision developer 302,422.80 302,422.80 200300 0 Misc accounts payable (80.73) 80.73 - 2082601 0 Def IF-Other (302,422.80) (302,422.80) 251850 0 Unapprop fd bal/Ret earnings (405,978.95) (405,978.95) 290100 0 Investment earnings clearing 212.16 212.16 307470 0 Developer Fee 65,111.56 (65,111.56) 340000 0 Contributions and donations 5,000.00 (5,000.00) 340900 0 Interest on investments 212.16 (212.16) 530080 0 Light heat&power 1,467.44 140.91 1,326.53 (474,976.14) Total 0.00 72,084.05 72,084.05 0.00 CORPUS CHRISTI HOUSING FINANCE CORPORATION COMPARATIVE BALANCE SHEET June 30, 2020 2020 2019 Assets Cash, cash equivalents & investments $ 474,976 406,060 Receivables Accounts 302,423 302,423 Total assets $ 777,399 708,482 Liabilities Accounts payable 0 81 Due to other funds 0 0 Unearned revenue 302,423 302,423 Total liabilities 302,423 302,504 Fund Balance 0 Restricted Total fund balance 474,976 405,979 Total liabilities and fund balances 777,399 708,482 9030 CC HOUSING FINANCE CORPORATION INCOME STATEMENT June 30, 2020 2020 2019 Revenues Charges for services $ 70,112 $ 36,729 Earnings on investments $ 212 $ 623 Total revenues $ 70,324 $ 37,352 Expenditures Community Development $ 1,327 $ 573 Total expenditures $ 1,327 $ 573 Excess (deficiency) of revenues over(under) expenditures $ 68,997 $ 36,780 Excess (deficiency) of revenues and other financing sources over(under) expenditures and other uses $ 68,997 $ 36,780 Fund balance at beginning of year $ 405,979 $ 369,199 Fund balance at end of year $ 474,976 $ 405,979 AGREEMENT BETWEEN CORPUS CHRISTI HOUSING FINANCE CORPORATION AND CITY OF CORPUS CHRISTI FOR INVESTMENT OF CORPORATION'S FUNDS This Agreement for the investment of funds ("Agreement") is entered into between the Corpus Christi Housing Finance Corporation ("Corporation") and the City of Corpus Christi ("City"). In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and the City agree as follows: 1. Agreement to Provide Investment Services. This Agreement between the Corporation and the City is executed to provide the specific and measurable services for the investment of the Corporation's funds. The City will annually prepare the investment policy and investment strategies for review and approval by the Corporation's Board of Directors. The recommended investment policy and strategies will be reviewed by the City's Investment Committee before presentation to the Corporation. The City's investment officers will serve as the investment officers of the Corporation. All investments must comply with federal and state law as well as any trust documents related to funds that are invested. 2. Payments. The Parties agree that the Corporation will pay the City an amount specified in the annual budget for the services provided to the Corporation by City staff as part of the Corporation's annual allocation. 3. Effective Date. The effective date of this Agreement is the date on which the City Council grants approval for this Agreement, and it is signed by all parties. 4. Term. The term of this Agreement will begin on the Effective Date and end on September 30, 2020. At the end of any term, this Agreement shall automatically renew for successive one-year terms, ending on September 30 of each year, unless terminated as provided in this Agreement. 5. Termination. The Parties may, by written agreement, terminate this Agreement at any time. In the event of such termination, the City will be entitled to reimbursement for any services provided up to the date of termination. Prior to the expiration of the initial term or any renewal term, either party may terminate this Agreement by providing 90 days' written notice of non-renewal to the other party. 6. Amendments or Modifications. No amendments or modifications to this Agreement be made, nor any provision waived, unless the amendment or modification is made in writing and signed by persons duly authorized to sign agreements on behalf of all parties. 7. Notices. a. Any required written notices shall be sent, certified mail, return receipt requested, addressed as follows: Page 1 of 2 If to Corporation: Corpus Christi Housing Finance Corporation Attn: President 1201 Leopard Street Corpus Christi, Texas 78401 If to City: City of Corpus Christi Attn: City Manager's Office 1201 Leopard Street P.O. Box 9277 Corpus Christi, Texas 78401 c. Notice is effective upon deposit in the United States mail in the manner provided above. 8. Relationship of Parties. In performing this Agreement, the Corporation and the City shall act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint- venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. CORPUS CHRISTI HOUSING CITY OF CORPUS CHRISTI FINANCE CORPORATION Rudy Garza Peter Zanoni President City Manager Date: Date: ATTEST: Rebecca Huerta City Secretary Date: APPROVED AS TO FORM: Assistant City Attorney Page 2 of 2 4pUS C 00 U AGENDA MEMORANDUM NOAP F PS E 1852 Action Item for the North Padre Island Development Corporation Meeting of August 25, 2020 DATE: August 10, 2020 TO: Peter Zanoni, City Manager FROM: Heather Hurlbert, Director of Finance and Business Analysis Heatherh3(a)cctexas.com (361) 826-3227 North Padre Island Development Corporation Meeting CAPTION: Annual meeting of the North Padre Island Development Corporation SUMMARY: This is the annual meeting of the North Padre Island Development Corporation (NPIDC). The NPIDC must have at least one annual meeting. The agenda will consist of the following substantial items: • Annual approval of the NPIDC investment policy • Review of the TIRZ #2 FY2021 budget • Approval of the amendment to the TexPool representatives due to staffing changes • Approval of the expenditure of$150,000 for additional monitoring of the Packery Channel related to an assessment of damage caused by Hurricane Hanna. BACKGROUND AND FINDINGS: Items included on the meeting agenda include: • Approval of December 10, 2019 Meeting Minutes • Election of Officers • Treasurer's Report • Motion approving expenditures in accordance with the TIRZ#2 budget • Resolution approving the annual adoption of NPIDC investment policy and investment strategy • Resolution amending the TexPool authorized representatives • Motion approving the expenditure of $150,000 for additional monitoring of the Packery Channel related to an assessment of damage caused by Hurricane Hanna The NPIDC is a local government corporation. The NPIDC issued the bonds for the Packery Channel Project. To repay the bonds, the NPIDC receives the tax increment funds from the TIRZ #2 and the City. The NPIDC manages the funds and uses them to repay the bonds and other obligations, to cover administrative expenses of the TIRZ #2, and for other approved TIRZ #2 projects consistent with the project plan. NPIDC action is required to approve expenditures. ALTERNATIVES: In order to participate in TexPool (which is a local government pool utilized by the City of Corpus Christi), the NPIDC is required to adopt by resolution both a written investment policy and an investment strategy (pursuant to Texas Government Code, Chapter 2256). Approval of this item is needed to adhere to this requirement. Since the City of Corpus Christi currently adopts an annual Investment Policy — that includes a section on investment strategy — it is recommended that NPIDC approve the City's Investment Policy by resolution. FISCAL IMPACT: The FY2021 TIRZ#2 Budget is budgeted in the Special Revenue Fund 1111 (North Padre Island). Revenue for this fund is derived from the Tax Increment Reinvestment Zone Number Two (TIRZ #2), Corpus Christi, as it is a contributing partnership between the City of Corpus Christi, Nueces County and the Hospital District. Total proposed revenues for FY2021 are $4,816,772. Total proposed expenditures are $1,822,256. Funding Detail: Fund: 1111 Reinvestment Zone #2 (TIF #2) Organization/Activity: All Mission Element: 707 Economic Development Project # (CIP Only): N/A Account: All RECOMMENDATION: Staff recommends approving all items as presented in the NPIDC Agenda. LIST OF SUPPORTING DOCUMENTS: December 10, 2019 Meeting Minutes Treasurer's Report Motion — FY2021 TIRZ#2 Budget Resolution — Investment Policy and Investment Strategy Resolution —Amending the TexPool Authorized Representatives Motion —Approving the expenditure of$150,000 for Packery Channel Monitoring AGENDA NORTH PADRE ISLAND DEVELOPMENT CORPORATION MEETING Date: Tuesday, August 25, 2020 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street Corpus Christi,Texas 78401 1. Call meeting to order: Secretary Rebecca Huerta calls roll. Board of Directors Officers Greg Smith, President Peter Zanoni, Executive Director Joe McComb, Vice-President Rebecca Huerta, Secretary Gil Hernandez Paul Pierce, Assistant Secretary Rudy Garza Constance P. Sanchez, Treasurer Michael Hunter Judy Villalon, Assistant Treasurer Ben Molina Roland Barrera Paulette Guajardo Everett Roy 2. Public Comment 3. Election of Officers 4. Approve minutes from the Board meeting of December 10, 2019 5. Treasurer's Report 6. Motion approving expenditures in accordance with the proposed TIRZ#2 FY 2020-2021 budget 7. Resolution amending and reaffirming the North Padre Island Development Corporation's Investment Policy and Investment Strategies for fiscal year 2020-2021. 8. Resolution amending the TexPool authorized representatives 9. Motion approving the expenditure of $156,472.00 for additional monitoring of the Packery Channel related to an assessment of damage caused by Hurricane Hanna 10. Adjourn NORTH PADRE ISLAND DEVELOPMENT CORPORATION CITY HALL— COUNCIL CHAMBERS 1201 LEOPARD ST. TUESDAY, DECEMBER 10, 2019 DURING THE CITY COUNCIL MEETING BEGINNING AT 11:30 A.M. PRESENT: Members Staff Greg Smith, President Peter Zanoni, Executive Director Joe McComb, Vice President Rebecca L. Huerta, Secretary Roland Barrera Paul Pierce, Assistant Secretary Rudy Garza Constance P. Sanchez, Treasurer Paulette Guajardo Judy Villalon, Assistant Treasurer Gil Hernandez Arlene Medrano, Business Liaison Michael Hunter Ben Molina Everett Roy ABSENT: Members None 1. Call meeting to order— President Smith called the meeting to order at 5:23 p.m. Secretary Rebecca L. Huerta called the roll and verified that the necessary quorum of the board and the required officers were present to conduct the meeting. 2. Public Comment There were no comments from the public. 3. Approval of the Minutes of the August 27, 2019 Meeting Board Member Molina made a motion to approve the minutes, seconded by Board Member Garza and passed unanimously. 4. Treasurer's Report Assistant Treasurer Judy Villalon provided the treasurer's report ending October 31, 2019, which included: total assets; revenues; expenditures; and fund balance. 5. Motion approving expenditures as laid out in Exhibit H to the revised Project and Financing Plan for the Tax Increment Reinvestment Zone #2. Business Liaison Arlene Medrano stated that the purpose of this item is to revise the Project and Financing Plan to increase the project costs for the Park Road 22 bridge by $2,884,815.66, bringing the total TIRZ #2 contribution to $6,884,815.66. Because the North Padre Island Development Corporation holds the funds for TIRZ #2, the Board's approval of this item is required in order to expend the funds. A board member stated that this item was previously discussed during the TIRZ #2 meeting. Board Member Garza made a motion to approve Item 5, seconded by Board Member Roy and passed unanimously. 6. Adjourn The meeting was adjourned at 5:26 p.m. NORTH PADRE ISLAND DEVELOPMENT CORPORATION (NPIDC) FINANCIAL REPORT • NPIDC Board Meeting August 18, 2020 - Y, NPIDC Fund Financial Position for the Nine Months Ended June 30, 2020 Beginning FY20 Fund Balance $14,806,573 Revenues Year-to-Date $4,499,201 Expenditures Year-to-Date ($118,630) Transfers Out ($15,982,323) Ending Fund Balance June 30 $3,204,821 Balance in CIP fund $16,064,502 mommommommmomm z Detail of Transfers Out Construction of Park Road 22 Bridge $15,934,816 General Fund $47,507 Total Transfers Out $15,982,323 3 North Padre Island Development Corporation Balance Sheet June 30, 2020 ASSETS Cash, cash equivalents and investments $ 3,204,821 Accrued Interest - Total assets 3,204,821 LIABILITIES AND FUND BALANCES North Padre Island Development 3,204,821 Total fund balance 3,204,821 Total liabilities and fund balances $ 3,204,821 North Padre Island Development Corporation Income Statement For the Nine Months Ended June 30, 2020 Revenues Taxes and business fees $ 4,396,417 Earnings on investments 102,784 Total revenues 4,499,201 Expenditures Community Development 16,030 Debt service Interest 102,600 Total expenditures 118,630 Excess (deficiency) of revenues over(under) expenditures 4,380,571 Other financing sources (uses) Transfer out (15,982,323) Net change in fund balance (11,601,752) Fund balance at beginning of year 14,806,573 Fund balance as of June 30, 2020 $ 3,204,821 Balance in Capital Improvement Fund (Fund 3278) $ 16,064,502 Proposed Budget TIRZ #2 .a, North Padre Island Development Corporation Meeting August 25, 2020 Budgeted Revenues 019 Adopted Amended Estimated Proposed Actuals Budget Budget Actuals Budget Tax Revenue-City $2,401,397 $2,758,918 $2,758,918 $2,673,135 *$2,905,151 Tax Revenue-Hospital District 1,192,280 1,331,986 1,331,986 1,279,253 1,363,688 Tax Revenue-Nueces County 449,533 506,313 506,313 466,057 494,097 Interest and Investment Income 348,469 250,000 200,000 134,594 53,836 Other Revenue 31,875 - - - - Total $4,423,554 $4,847,217 $4,847,217 $4,553,039 $4,816,772 *Based on preliminary tax values Pro osed Expensesp BudgetAdopted Amended Estimated Proposed Budget Budget Actuals TIRZ#2 Activities $4,000 $41,345 $12,486 $4,000 Debt Service-Principal and Interest 1,611,200 1,611,200 1,611,200 1,703,200 Transfer to CIP Fund 9,050,000 15,934,816 15,934,816 - Transfer to General Fund for Administrative 127,082 127,082 127,082 126,924 Services Total $10,728,544 $17,650,705 $17,621,846 $1,822,256 - Budget Overview FY2 . . FY2020 FY2020 Adopted Amended Estimated Proposed Budget Budget Actuals Budget Beginning Fund Balance $14,806,571 $14,806,571 $14,806,571 $1,737,764 Total Revenue 4,847,217 4,847,217 4,553,039 4,816,772 Total Expenditures 10,728,544 17,650,705 17,621,846 1,822,256 Ending Fund Balance $8,925,244 $2,003,083 $1,737,764 $4,732,280 Reserve-Bond $1,500,000 $1,500,000 Reserve-Maintenance $500,000 $500,000 Fund Balance Available For Future Commitments ($262,236) $2,732,280 Resolution amending and reaffirming the North Padre Island Development Corporation's Investment Policy and Investment Strategies for fiscal year 2020- 2021. WHEREAS, the Texas Public Funds Investment Act requires the governing body to annually review, amend as necessary, and reaffirm its investment policy and investment strategies; WHEREAS, the North Padre Island Development Corporation's Investment Policy and Investment Strategies were previously reviewed and reaffirmed for fiscal year 2019-2020 on August 27, 2019; and WHEREAS, the Investment Policy and Investment Strategies were reviewed for fiscal year 2020-2021 by the Investment Committee on June 25, 2020; recommended by the committee for approval with style and formatting changes, substantive amendments, and an updated issuance date; and are being recommended for reaffirmation by the Board of Directors of the North Padre Island Development Corporation (the "Board"). Therefore, be it resolved by the Board of Directors of the North Padre Island Development Corporation: Section 1. The Board has reviewed the North Padre Island Development Corporation's Investment Policy and Investment Strategies for fiscal year 2020-2021 . A copy of the Investment Policy, which contains the separate Investment Strategies, for fiscal year 2020-2021 is attached to this resolution as Exhibit A and incorporated by reference into this resolution as if set out here in its entirety. Section 2. Style and formatting changes, along with substantive amendments, are being made to the previous fiscal year's Investment Policy and Investment Strategies document, with such changes and amendments delineated and described below: (a) Section VIII, "Authorized Investments," subsection A.2. is changed from a maturity of one year to two years and amended to read as follows: "Fully FDIC insured depository certificates of deposit of banks doing business in Texas with a maximum maturity of two years." (b) Section VIII, "Authorized Investments," subsection A.7. is changed from a maturity of two years to three years, expanded to include other government units, and amended to read as follows: "General debt obligations of any U.S. States, agencies, counties, cities, and other political subdivisions of any state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years." (c) Section VIII, "Authorized Investments," subsection A.9. is changed from a maturity of 180 days to 270 days, expanded to include equivalent-rated commercial paper in accordance with State law, and amended to read as follows: "A1/P1, or equivalent, rated commercial paper with a maximum maturity of 270 days subject to meeting one of the two stated conditions in Sec. 2256.013." (d) Remove additional line spacing between subparts and revise the page numbers in the Table of Contents. Section 3. With an updated issuance date that coincides with the date this resolution is passed, the Board approves the Investment Policy and Investment Strategies for fiscal year 2020-2021 and reaffirms the continuation of the policy and strategies in full force and effect. PASSED AND APPROVED on the day of , 2020: Greg Smith Roland Barrera Rudy Garza Paulette M. Guajardo Gil Hernandez Michael Hunter Joe McComb Ben Molina Everett Roy ATTEST: North Padre Island Development Corporation Rebecca Huerta Greg Smith City Secretary President North Padre Island Development Corporation Investment Policy and Investment Strategy Adopted August 25, 2020 TABLE OF CONTENTS I. POLICY STATEMENT......................................................................................... 1 II. SCOPE ............................................................................................................. 1 III. PRUDENCE ..................................................................................................... 1 IV. OBJECTIVES.................................................................................................... 2 V. LEGAL LIMITATIONS AND AUTHORITIES.......................................................... 2 VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY ....................................... 2 VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS .................. 3 VIII. AUTHORIZED INVESTMENTS ........................................................................ 4 IX. COLLATERALIZATION...................................................................................... 5 X. SAFEKEEPING .................................................................................................. 5 XI. INTERNAL CONTROLS..................................................................................... 6 XII. REPORTING ................................................................................................... 6 XIII. DEPOSITORIES.............................................................................................. 7 XIV. INVESTMENT POLICY ADOPTION ................................................................. 7 XV. INVESTMENT STRATEGY ............................................................................... 8 XVI. GLOSSARY.................................................................................................. 10 APPENDICES A. TEXAS PUBLIC FUNDS INVESTMENT ACT............................................................12 B. RESOLUTION...........................................................................................................49 i NORTH PADRE ISLAND DEVELOPMENT CORPORATION INVESTMENT POLICY AND STRATEGY Adopted August 25, 2020 This Investment Policy sets forth the specific policies and guidelines and general strategy for the investment of funds of the North Padre Island Development Corporation (the "Corporation") in order to achieve the Corporation's goals of safety, liquidity, diversification, and yield and to preserve the public trust. This Policy satisfies the state statutory requirements of the Public Funds Investment Act, Texas Government Code, Chapter 2256 (the "Act") to define and adopt a formal investment policy and strategy and assures compliance with the Act. I. POLICY STATEMENT It is the policy of the Corporation that the administration of its funds and the investment of those funds shall be handled as its highest public trust. Investments shall be made in a manner which will provide maximum security of principal invested through risk management and diversification strategies while meeting the cash flow needs of the Corporation. The receipt of a reasonable yield will be secondary to the requirements for safety and liquidity. Earnings from investment will be used in a manner that best serves the interests of the Corporation. II. SCOPE This Investment Policy applies to all the financial assets of the Corporation. III. PRUDENCE The standard of care established by law to be used in the investment process shall be the "prudent person standard" and shall be applied in the context of managing the overall portfolio, rather than a consideration as to the prudence of a single investment. The standard states that: Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their principal as well as the probable income to be derived. 1 IV. OBJECTIVES All funds shall be managed and invested with four primary objectives, in order of their priority: safety, liquidity, diversification and yield. a. Safety: The preservation and safety of principal is the Corporation's foremost objective. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Authorized investments are chosen for their high credit quality and stability. b. Liquidity: The portfolio shall remain sufficiently liquid, and retain a liquidity buffer,to assure that the Corporation meets all reasonably anticipated expenditures. Investment decisions will be based on anticipated cash flows and only high-credit quality securities will be used for their marketability. c. Diversification: The Corporation will diversify its investments by maturity and market sector in an effort to avoid incurring unreasonable and avoidable market risks. d. Yield: The portfolio shall be designed with the objective of attaining a reasonable market yield taking into account the investment risk constraints and liquidity needs of the Corporation. V. LEGAL LIMITATIONS AND AUTHORITIES Specific investment parameters for the investment of public funds in Texas are found in the Act. All investments will be made in accordance with these statutes. In addition, investments shall conform to all financial indentures and trust requirements. VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY a. Corporation Board The Corporation Board has ultimate fiduciary responsibility for all funds. The Board is responsible for reviewing and adopting the Investment Policy and Strategy on no less than an annual basis. The Board has resolved to designate the Investment Committee of the City of Corpus Christi and the authorized Investment Officers of the City of Corpus Christi as the Corporation's Investment Committee and Investment Officers, respectively. The Treasurer or Assistant Treasurer of the Corporation Board will coordinate with these Investment Officers on all strategy and purchase decisions to provide cash flow requirements. This will provide efficiency and cost effectiveness but retain control of investment strategy and final decision-making by the Corporation. The Board shall receive and review quarterly investment reports from the Investment Committee. 2 b. Investment Committee An Investment Committee shall meet at least quarterly to review and determine operational strategies and to monitor investment results. The Investment Committee shall include in its deliberation such topics as: economic outlook, diversification, maturity structure, risk, and performance of the portfolio. The Investment Committee shall be responsible for monitoring, reviewing, and making recommendations regarding the Investment Policy and Strategy to the Corporation Board. The Investment Committee will review quarterly investment reports before submission to the Board. c. Investment Officer The Investment Officers will be responsible for the daily operations of the investment program and provide complete reports to the Investment Committee on a quarterly basis. The Investment Officers will retain all documentation on investment transactions and will direct the settlement and safekeeping of securities in accordance with any controlling Indenture of Trust. Should funds be removed from Trust,the Investment Officers will settle investments into the City's safekeeping account and provide documentation of the safekeeping to the Board representatives. All participants in the investment process shall seek to act responsibly as custodians of the public trust. The Investment Officers will avoid any transaction that might impair public confidence in the Corporation. The Investment Officers may not engage in an investment transaction except as provided under the terms of this Policy. VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS All investment transactions shall be made through the financial institutions or broker/dealers the City Investment Committee has approved, and all requirements for these institutions of the City are to be met for Corporation funds. No investment transactions may be entered into with a brokerage subsidiary of the City or the Corporation's safekeeping bank in order to perfect delivery versus payment (DVP) requirements for trade independence. Each authorized financial institution and broker/dealer will be provided a copy of the Corporation's Investment Policy to assure that they are familiar with the goals and objectives of the Corporation. If material changes are made to the Policy, a new Policy will be sent. Any local government investment pools in which the Corporation participates shall sign a written certification, in a form acceptable to the Corporation, substantially to the effect that the pool has: a. Received, and thoroughly reviewed the Policy, and 3 b. Acknowledged that the pool has implemented reasonable controls and procedures in an effort to preclude investment transactions not authorized by the Policy. VIII. AUTHORIZED INVESTMENTS a. Investments Authorized investments under this Policy shall be limited to the instruments listed below as further described by the Act. If additional types of securities are approved for investment of public funds by state statute, they will not be eligible for investment by the Corporation until this policy has been amended and the amended version adopted by the Corporation Board. 1. Obligations of the US Government, its agencies and instrumentalities, excluding mortgage backed securities, with a maximum stated maturity of three (3) years. (2256.009(1)) 2. Fully FDIC insured depository certificates of deposit of banks doing business in Texas with a maximum maturity of two years. (2256.010) 3. Fully collateralized direct repurchase agreements with a defined termination date secured in accordance with this policy and placed with a primary securities dealer. All repurchase agreement transactions shall be governed in accordance with the Act. The maximum stated maturity shall be one year with the exception of flex repurchase agreements used for bond proceeds capital projects. The flex repurchase agreement transaction shall be matched to the expenditure plan of the bonds. (2256.011) 4. AAA, or equivalent, rated local government investment pools defined by the Act and striving to maintain a $1 NAV and specifically approved for participation by a resolution of the Board. (2256.016) 5. AAA-rated, SEC registered money market mutual funds which strive to maintain a $1 net asset value. (2256.0.14(a)) 6. Fully FDIC insured interest bearing depository accounts of banks in Texas. (2256.009) 7. General debt obligations of any US states, agencies, counties, cities, and any other political subdivisions of any US state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years. (2256.009) 8. FDIC insured brokered certificate of deposit securities from a bank in any US state, delivery versus payment to the City's safekeeping agent, not to exceed one year to maturity. Before purchase, the Investment Officers must verify the FDIC status of the bank on www.fdic.gov to assure the bank is FDIC insured. (2256.009) 9. A1/P1,or equivalent, rated commercial paper with a maximum maturity of 270 days subject to one of the two stated conditions in Sec. 2256.013. (2256.013) 10. Guaranteed investment contracts with a maximum maturity of two years and executed in accordance with the Act. (2256.015) 11. Securities lending transactions with primary dealers or banks doing business in Texas in accordance with the Act. (2256.0115) 4 b. Competitive Bidding Requirement All securities, including depository certificates of deposit, will be purchased only after at least three (3) competitive offers are taken to verify that the Corporation is receiving fair market value/price for the investment. c. Delivery versus Payment Requirement All security transactions, including collateral for repurchase agreements, shall be conducted on a delivery versus payment (DVP) basis. IX. COLLATERALIZATION As a local government corporation,the Corporation is not authorized to have collateral pledged to it for time and demand bank deposits in accordance with FDIC regulations. Time and demand deposits in any bank holding company must be limited by the FDIC insurance level. a. Repurchase Agreements Owned Collateral Collateral under a repurchase agreement is owned by the Corporation. (2256.011) It will be held by an independent third-party safekeeping institution approved bythe Corporation under an executed Bond Market Master Repurchase Agreement. Securities (collateral) with a market value totaling 102% of the principal and accrued interest of the repurchase agreement is required and the counter-party is responsible for the monitoring and maintaining of collateral and margins daily. Authorized collateral for repurchase agreements will include only: 1. Cash; 2. Obligations of the US Government, its agencies and instrumentalities including mortgage-backed securities and CMO which pass the bank test; or 3. Debt obligations of any US state or US state sub-division rated A or better by at least one nationally recognized rating agency. X. SAFEKEEPING The Corporation shall maintain safekeeping under the Indenture of Trust, as applicable. All security transactions shall be settled on a delivery versus payment (DVP) basis by the safekeeping institution. Should funds be removed from Trust, the Investment Officers will settle investments into the City's safekeeping account and provide documentation of the safekeeping to the Board representatives. (2256.005) Securities shall not be held in any brokerage account. Securities shall not be bought from the Corporation's depository in order to provide perfected delivery versus payment. The safekeeping institution shall be required to issue safekeeping receipts listing each specific 5 security, rate, description, maturity, CUSIP and other pertinent information which will be maintained by the Investment Officers. XI. INTERNAL CONTROLS The Investment Officers will maintain controls to regulate the activities of the investment program in accordance with this policy. The controls will be reviewed annually with the independent auditor of the City. The controls shall be designed to prevent loss of funds due to fraud, employee error, misrepresentation by third parties, unanticipated market changes, or imprudent actions. Internal controls deemed most important would include: competitive bidding, control of collusion, separation of duties, safekeeping, delegation of authority, and documentation. a. Cash Flow Forecasting Cash flow analysis and forecasting is designed to protect and sustain cash flow requirements of the Corporation. The Board will inform the Investment Officers of anticipated cash flows which will be used for cash flow and investment purposes. b. Loss of Rating The Investment Officers shall monitor, on no less than a weekly basis, the credit rating on all authorized investments in the portfolio which require ratings by policy or law. Ratings will be based upon independent information from a nationally recognized rating agency. If any security falls below the minimum rating required by Policy or law, the Investment Officers shall notify the Board of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within one week after the loss of the required rating. (2256.021) c. Monitoring FDIC Coverage The Investment Officers shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered CDs owned by the Corporation based upon information from the FDIC. If any bank has been acquired or merged with another bank in which brokered CDs are owned by the Corporation, the Investment Officers shall immediately liquidate any brokered CD which places the Corporation above the FDIC insurance level. XII. REPORTING The Investment Officers shall provide quarterly reports to the Board in accordance with the Act (2256.023) and containing sufficient information to permit an informed outside reader to evaluate the performance of the investment program. At a minimum, the report shall include: a. Description of each investment and depository position, b. Amortized book and market values at the beginning and end of the reporting period, 6 c. Amortized book value and market value of each separately invested asset at the beginning and end of the reporting period market by sector and fund, d. Maturity date of each separately invested asset, e. Account, fund or pooled fund group for which each investment was acquired (as applicable), f. Earnings for the period, and g. Overall yield for the portfolio(s) in comparison to its benchmark yield for the comparable period. Market prices for market value calculations shall be obtained from independent sources. XIII. DEPOSITORIES The Corporation will use the City's depository bank or, if applicable,the depository listed in the Indenture of Trust. The City designates one banking institution for banking services through a competitive process at least every five years. Written depository agreements shall be executed before funds are transferred. XIV. INVESTMENT POLICY ADOPTION The Corporation Board shall review and adopt by resolution its Investment Policy and Strategy not less than annually and the approving resolution shall designate any changes made to the Policy. <This space is intentionally left blank.> 7 XV. INVESTMENT STRATEGY The Corporation portfolio will be designed and managed based on projected cash flows to provide for all anticipated and projected cash needs. The portfolio is to be managed pro- actively considering ongoing market changes but is essentially a buy-and-hold portfolio. Information on expected expenditures from the Board will be incorporated into investment decisions. The overall investment program shall be designed and managed with a degree of professionalism which is worthy of public trust. The Corporation maintains separate funds as required by the Indenture of Trust. Specific strategies for each fund are as follows: a. Pledged Revenue Fund Strategy — The Corporation's Pledged Revenue Fund is an aggregation of proceeds from bond issues and tax increment revenue. The objectives of this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. b. Reserve Fund Strategy — The Corporation's Reserve Fund are funds required by the Indenture of Trust to be maintained and intact throughout the life of the debt issue. The objectives of this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. c. Debt Service Fund Strategy—The Corporation's Debt Service Fund consists of interest earnings from the Reserve Fund. Twice a year funds are transferred from the Pledged 8 Revenue Fund to the Debt Service Fund for the debt service payment. The objectives for this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. The Corporation may combine funds for investment purposes into one portfolio while addressing all the needs of specific funds in the portfolio. The overall portfolio shall have a maximum dollar-weighted average maturity (WAM) of one year designed to meet anticipated cash flow needs. The risks in the portfolio shall be measured quarterly against a risk benchmark designed to mirror the authorized market investments and the Corporation's cash flow requirements. Because the portfolio is dictated by cash flow needs, the benchmark becomes a measure of risk which reflects the primary market rates matched to the WAM. With a maximum WAM of one year, the risk benchmark is established as the one-year Treasury Bill for the comparable period. The portfolio should track the risk benchmark but will naturally lag as market interest rates, which adjust daily, move. 9 XVI. GLOSSARY Agency— Federal government organizations set up for specific purposes such as management of resources, financial oversight or funding for specific purposes (ex: FNMA, FHLMC, GNMA, FHLB, FAMCA, FFCB, and TVA). They carry the implicit guarantee of the US Government. Benchmark — A recognized index or basis used to compare either performance or risk in a portfolio. In governmental portfolios, which are controlled by cash flow demands, the benchmark is used to measure risk. The benchmark is based on the primary markets used by the portfolio (US Treasuries) and the anticipated maturity of the portfolio (the WAM). Broker — A financial firm registered with FINRA, the SEC, and the State to bring a buyer and seller together for an investment transaction.A broker carries no inventory of securities owned by the firm. Dealer— Dealers carry an inventory of securities and sell from their inventory or broker trades as a broker. Primary dealers are recognized by the NY Fed and must adhere to strict financial requirements. Primary dealers transact in most markets domestically and internationally. Regional dealers are smaller firms and may focus on only specific markets. CUSIP Number — A 9-character alphanumeric code which identifies a financial security for purposes of facilitating clearing and settlement of trades. Custodian — An approved independent custodian charged with the safekeeping of securities owned by or pledged to the City. An independent custodian is one not affiliated with any pledging institution or counter-party. Delivery versus Payment (DVP) — The process whereby a custodian receives a security and verifies it is the correct security from the investor before any funds are released for its purchase. FINRA (Financial Institutions Regulatory Authority) — A self-regulated organization of broker/dealers. Instrumentality—Government agency or corporation established for a specific purpose. Investment Portfolio —Assets invested in securities and financial transactions including cash in bank accounts under authority of the Investment Policy. Securities—A fungible, negotiable financial instrument of financial value. Securities authorized by this Policy are debt instruments of the US Government or local governments. Securities Lending—A financial transaction in which securities owned by investing entity is lent out on margin (for interest earnings). Ownership of the security remains with the lender. Fund 10 from the lending transaction are reinvested for the same length of the loan providing incremental income to the portfolio. Settlement—The process of delivering a security to the new owner of that security. Settlement for book entry(electronic) securities is usually over the FedWire system of the Federal Reserve. Settlement done DVP assures the safest process because no funds are released until the security is received and verified by the custodian. WAM (Weighted Average Maturity) — The average period of time until portfolio securities mature, weighted by their book value in proportion to the total amount invested in the portfolio. 11 North Padre Island Development Corporation Investment Policy and Investment Strategy Adopted August 25, 2020 TABLE OF CONTENTS I. POLICY STATEMENT......................................................................................... 1 II. SCOPE ............................................................................................................. 1 III. PRUDENCE ..................................................................................................... 1 IV. OBJECTIVES.................................................................................................... 2 V. LEGAL LIMITATIONS AND AUTHORITIES.......................................................... 2 VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY ....................................... 2 VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS .................. 3 VIII. AUTHORIZED INVESTMENTS........................................................................ 4 IX. COLLATERALIZATION...................................................................................... 5 X. SAFEKEEPING .................................................................................................. 5 XI. INTERNAL CONTROLS..................................................................................... 6 XII. REPORTING ................................................................................................. 66 XIII. DEPOSITORIES.............................................................................................. 7 XIV. INVESTMENT POLICY ADOPTION ................................................................. 7 XV. INVESTMENT STRATEGY ............................................................................... 8 XVI. GLOSSARY.................................................................................................. 10 APPENDICES A. TEXAS PUBLIC FUNDS INVESTMENT ACT............................................................12 B. RESOLUTION...........................................................................................................49 i NORTH PADRE ISLAND DEVELOPMENT CORPORATION INVESTMENT POLICY AND STRATEGY Adopted August 25, 2020 This Investment Policy sets forth the specific policies and guidelines and general strategy for the investment of funds of the North Padre Island Development Corporation (the "Corporation") in order to achieve the Corporation's goals of safety, liquidity, diversification, and yield and to preserve the public trust. This Policy satisfies the state statutory requirements of the Public Funds Investment Act, Texas Government Code, Chapter 2256 (the "Act") to define and adopt a formal investment policy and strategy and assures compliance with the Act. I. POLICY STATEMENT It is the policy of the Corporation that the administration of its funds and the investment of those funds shall be handled as its highest public trust. Investments shall be made in a manner which will provide maximum security of principal invested through risk management and diversification strategies while meeting the cash flow needs of the Corporation. The receipt of a reasonable yield will be secondary to the requirements for safety and liquidity. Earnings from investment will be used in a manner that best serves the interests of the Corporation. II. SCOPE This Investment Policy applies to all the financial assets of the Corporation. III. PRUDENCE The standard of care established by law to be used in the investment process shall be the "prudent person standard" and shall be applied in the context of managing the overall portfolio, rather than a consideration as to the prudence of a single investment. The standard states that: Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their principal as well as the probable income to be derived. 1 IV. OBJECTIVES All funds shall be managed and invested with four primary objectives, in order of their priority: safety, liquidity, diversification and yield. a. Safety: The preservation and safety of principal is the Corporation's foremost objective. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Authorized investments are chosen for their high credit quality and stability. b. Liquidity: The portfolio shall remain sufficiently liquid, and retain a liquidity buffer,to assure that the Corporation meets all reasonably anticipated expenditures. Investment decisions will be based on anticipated cash flows and only high-credit quality securities will be used for their marketability. c. Diversification: The Corporation will diversify its investments by maturity and market sector in an effort to avoid incurring unreasonable and avoidable market risks. d. Yield: The portfolio shall be designed with the objective of attaining a reasonable market yield taking into account the investment risk constraints and liquidity needs of the Corporation. V. LEGAL LIMITATIONS AND AUTHORITIES Specific investment parameters for the investment of public funds in Texas are found in the Act. All investments will be made in accordance with these statutes. In addition, investments shall conform to all financial indentures and trust requirements. VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY a. Corporation Board The Corporation Board has ultimate fiduciary responsibility for all funds. The Board is responsible for reviewing and adopting the Investment Policy and Strategy on no less than an annual basis. The Board has resolved to designate the Investment Committee of the City of Corpus Christi and the authorized Investment Officers of the City of Corpus Christi as the Corporation's Investment Committee and Investment Officers, respectively. The Treasurer or Assistant Treasurer of the Corporation Board will coordinate with these Investment Officers on all strategy and purchase decisions to provide cash flow requirements. This will provide efficiency and cost effectiveness but retain control of investment strategy and final decision-making by the Corporation. The Board shall receive and review quarterly investment reports from the Investment Committee. 2 b. Investment Committee An Investment Committee shall meet at least quarterly to review and determine operational strategies and to monitor investment results. The Investment Committee shall include in its deliberation such topics as: economic outlook, diversification, maturity structure, risk, and performance of the portfolio. The Investment Committee shall be responsible for monitoring, reviewing, and making recommendations regarding the Investment Policy and Strategy to the Corporation Board. The Investment Committee will review quarterly investment reports before submission to the Board. c. Investment Officer The Investment Officers will be responsible for the daily operations of the investment program and provide complete reports to the Investment Committee on a quarterly basis. The Investment Officers will retain all documentation on investment transactions and will direct the settlement and safekeeping of securities in accordance with any controlling Indenture of Trust. Should funds be removed from Trust,the Investment Officers will settle investments into the City's safekeeping account and provide documentation of the safekeeping to the Board representatives. All participants in the investment process shall seek to act responsibly as custodians of the public trust. The Investment Officers will avoid any transaction that might impair public confidence in the Corporation. The Investment Officers may not engage in an investment transaction except as provided under the terms of this Policy. VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS All investment transactions shall be made through the financial institutions or broker/dealers the City Investment Committee has approved, and all requirements for these institutions of the City are to be met for Corporation funds. No investment transactions may be entered into with a brokerage subsidiary of the City or the Corporation's safekeeping bank in order to perfect delivery versus payment (DVP) requirements for trade independence. Each authorized financial institution and broker/dealer will be provided a copy of the Corporation's Investment Policy to assure that they are familiar with the goals and objectives of the Corporation. If material changes are made to the Policy, a new Policy will be sent. Any local government investment pools in which the Corporation participates shall sign a written certification, in a form acceptable to the Corporation, substantially to the effect that the pool has: a. Received, and thoroughly reviewed the Policy, and 3 b. Acknowledged that the pool has implemented reasonable controls and procedures in an effort to preclude investment transactions not authorized by the Policy. VIII. AUTHORIZED INVESTMENTS a. Investments Authorized investments under this Policy shall be limited to the instruments listed below as further described by the Act. If additional types of securities are approved for investment of public funds by state statute, they will not be eligible for investment by the Corporation until this policy has been amended and the amended version adopted by the Corporation Board. 1. Obligations of the US Government, its agencies and instrumentalities, excluding mortgage backed securities, with a maximum stated maturity of three (3) years. (2256.009(1)) 2. Fully FDIC insured depository certificates of deposit of banks doing business in Texas with a maximum maturity of two years. (2256.010) 3. Fully collateralized direct repurchase agreements with a defined termination date secured in accordance with this policy and placed with a primary securities dealer. All repurchase agreement transactions shall be governed in accordance with the Act. The maximum stated maturity shall be one year with the exception of flex repurchase agreements used for bond proceeds capital projects. The flex repurchase agreement transaction shall be matched to the expenditure plan of the bonds. (2256.011) 4. AAA, or equivalent, rated local government investment pools defined by the Act and striving to maintain a $1 NAV and specifically approved for participation by a resolution of the Board. (2256.016) 5. AAA-rated, SEC registered money market mutual funds which strive to maintain a $1 net asset value. (2256.0.14(a)) 6. Fully FDIC insured interest bearing depository accounts of banks in Texas. (2256.009) 7. General debt obligations of any US states, agencies, counties, cities, and any other political subdivisions of any US state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years. (2256.009) 8. FDIC insured brokered certificate of deposit securities from a bank in any US state, delivery versus payment to the City's safekeeping agent, not to exceed one year to maturity. Before purchase, the Investment Officers must verify the FDIC status of the bank on www.fdic.gov to assure the bank is FDIC insured. (2256.009) 9. A1/P1,or equivalent, rated commercial paper with a maximum maturity of 270 days subject to one of the two stated conditions in Sec. 2256.013. (2256.013) 10. Guaranteed investment contracts with a maximum maturity of two years and executed in accordance with the Act. (2256.015) 11. Securities lending transactions with primary dealers or banks doing business in Texas in accordance with the Act. (2256.0115) 4 b. Competitive Bidding Requirement All securities, including depository certificates of deposit, will be purchased only after at least three (3) competitive offers are taken to verify that the Corporation is receiving fair market value/price for the investment. c. Delivery versus Payment Requirement All security transactions, including collateral for repurchase agreements, shall be conducted on a delivery versus payment (DVP) basis. IX. COLLATERALIZATION As a local government corporation,the Corporation is not authorized to have collateral pledged to it for time and demand bank deposits in accordance with FDIC regulations. Time and demand deposits in any bank holding company must be limited by the FDIC insurance level. a. Repurchase Agreements Owned Collateral Collateral under a repurchase agreement is owned by the Corporation. (2256.011) It will be held by an independent third-party safekeeping institution approved bythe Corporation under an executed Bond Market Master Repurchase Agreement. Securities (collateral) with a market value totaling 102% of the principal and accrued interest of the repurchase agreement is required and the counter-party is responsible for the monitoring and maintaining of collateral and margins daily. Authorized collateral for repurchase agreements will include only: 1. Cash; 2. Obligations of the US Government, its agencies and instrumentalities including mortgage-backed securities and CMO which pass the bank test; or 3. Debt obligations of any US state or US state sub-division rated A or better by at least one nationally recognized rating agency. X. SAFEKEEPING The Corporation shall maintain safekeeping under the Indenture of Trust, as applicable. All security transactions shall be settled on a delivery versus payment (DVP) basis by the safekeeping institution. Should funds be removed from Trust, the Investment Officers will settle investments into the City's safekeeping account and provide documentation of the safekeeping to the Board representatives. (2256.005) Securities shall not be held in any brokerage account. Securities shall not be bought from the Corporation's depository in order to provide perfected delivery versus payment. The safekeeping institution shall be required to issue safekeeping receipts listing each specific 5 security, rate, description, maturity, CUSIP and other pertinent information which will be maintained by the Investment Officers. XI. INTERNAL CONTROLS The Investment Officers will maintain controls to regulate the activities of the investment program in accordance with this policy. The controls will be reviewed annually with the independent auditor of the City. The controls shall be designed to prevent loss of funds due to fraud, employee error, misrepresentation by third parties, unanticipated market changes, or imprudent actions. Internal controls deemed most important would include: competitive bidding, control of collusion, separation of duties, safekeeping, delegation of authority, and documentation. a. Cash Flow Forecasting Cash flow analysis and forecasting is designed to protect and sustain cash flow requirements of the Corporation. The Board will inform the Investment Officers of anticipated cash flows which will be used for cash flow and investment purposes. b. Loss of Rating The Investment Officers shall monitor, on no less than a weekly basis, the credit rating on all authorized investments in the portfolio which require ratings by policy or law. Ratings will be based upon independent information from a nationally recognized rating agency. If any security falls below the minimum rating required by Policy or law, the Investment Officers shall notify the Board of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within one week after the loss of the required rating. (2256.021) c. Monitoring FDIC Coverage The Investment Officers shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered CDs owned by the Corporation based upon information from the FDIC. If any bank has been acquired or merged with another bank in which brokered CDs are owned by the Corporation, the Investment Officers shall immediately liquidate any brokered CD which places the Corporation above the FDIC insurance level. XII. REPORTING The Investment Officers shall provide quarterly reports to the Board in accordance with the Act (2256.023) and containing sufficient information to permit an informed outside reader to evaluate the performance of the investment program. At a minimum, the report shall include: a. Description of each investment and depository position, b. Amortized book and market values at the beginning and end of the reporting period, 6 c. Amortized book value and market value of each separately invested asset at the beginning and end of the reporting period market by sector and fund, d. Maturity date of each separately invested asset, e. Account, fund or pooled fund group for which each investment was acquired (as applicable), f. Earnings for the period, and g. Overall yield for the portfolio(s) in comparison to its benchmark yield for the comparable period. Market prices for market value calculations shall be obtained from independent sources. XIII. DEPOSITORIES The Corporation will use the City's depository bank or, if applicable,the depository listed in the Indenture of Trust. The City designates one banking institution for banking services through a competitive process at least every five years. Written depository agreements shall be executed before funds are transferred. XIV. INVESTMENT POLICY ADOPTION The Corporation Board shall review and adopt by resolution its Investment Policy and Strategy not less than annually and the approving resolution shall designate any changes made to the Policy. <This space is intentionally left blank.> 7 XV. INVESTMENT STRATEGY The Corporation portfolio will be designed and managed based on projected cash flows to provide for all anticipated and projected cash needs. The portfolio is to be managed pro- actively considering ongoing market changes but is essentially a buy-and-hold portfolio. Information on expected expenditures from the Board will be incorporated into investment decisions. The overall investment program shall be designed and managed with a degree of professionalism which is worthy of public trust. The Corporation maintains separate funds as required by the Indenture of Trust. Specific strategies for each fund are as follows: a. Pledged Revenue Fund Strategy — The Corporation's Pledged Revenue Fund is an aggregation of proceeds from bond issues and tax increment revenue. The objectives of this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. b. Reserve Fund Strategy — The Corporation's Reserve Fund are funds required by the Indenture of Trust to be maintained and intact throughout the life of the debt issue. The objectives of this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. c. Debt Service Fund Strategy—The Corporation's Debt Service Fund consists of interest earnings from the Reserve Fund. Twice a year funds are transferred from the Pledged 8 Revenue Fund to the Debt Service Fund for the debt service payment. The objectives for this fund are to: 1. ensure safety of principal by investing only in high-quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. ensure that anticipated cash flows are matched with adequate investment liquidity or that the terms of the secured investment agreement permit maximum flexibility for the City in making withdrawals; 3. manage market and credit risk through diversification and control of counterparty risk; and 4. attain a market rate of return commensurate with the objectives and restrictions set forth in this Policy, the Indenture of Trust, the Tri-Party Agreement, and the bond ordinance to produce a reasonable market yield commensurate with its overall low risk strategy. The Corporation may combine funds for investment purposes into one portfolio while addressing all the needs of specific funds in the portfolio. The overall portfolio shall have a maximum dollar-weighted average maturity (WAM) of one year designed to meet anticipated cash flow needs. The risks in the portfolio shall be measured quarterly against a risk benchmark designed to mirror the authorized market investments and the Corporation's cash flow requirements. Because the portfolio is dictated by cash flow needs, the benchmark becomes a measure of risk which reflects the primary market rates matched to the WAM. With a maximum WAM of one year, the risk benchmark is established as the one-year Treasury Bill for the comparable period. The portfolio should track the risk benchmark but will naturally lag as market interest rates, which adjust daily, move. 9 XVI. GLOSSARY Agency— Federal government organizations set up for specific purposes such as management of resources, financial oversight or funding for specific purposes (ex: FNMA, FHLMC, GNMA, FHLB, FAMCA, FFCB, and TVA). They carry the implicit guarantee of the US Government. Benchmark — A recognized index or basis used to compare either performance or risk in a portfolio. In governmental portfolios, which are controlled by cash flow demands, the benchmark is used to measure risk. The benchmark is based on the primary markets used by the portfolio (US Treasuries) and the anticipated maturity of the portfolio (the WAM). Broker — A financial firm registered with FINRA, the SEC, and the State to bring a buyer and seller together for an investment transaction.A broker carries no inventory of securities owned by the firm. Dealer— Dealers carry an inventory of securities and sell from their inventory or broker trades as a broker. Primary dealers are recognized by the NY Fed and must adhere to strict financial requirements. Primary dealers transact in most markets domestically and internationally. Regional dealers are smaller firms and may focus on only specific markets. CUSIP Number — A 9-character alphanumeric code which identifies a financial security for purposes of facilitating clearing and settlement of trades. Custodian — An approved independent custodian charged with the safekeeping of securities owned by or pledged to the City. An independent custodian is one not affiliated with any pledging institution or counter-party. Delivery versus Payment (DVP) — The process whereby a custodian receives a security and verifies it is the correct security from the investor before any funds are released for its purchase. FINRA (Financial Institutions Regulatory Authority) — A self-regulated organization of broker/dealers. Instrumentality—Government agency or corporation established for a specific purpose. Investment Portfolio —Assets invested in securities and financial transactions including cash in bank accounts under authority of the Investment Policy. Securities—Afungible, negotiable financial instrument of financial value. Securities authorized by this Policy are debt instruments of the US Government or local governments. Securities Lending—A financial transaction in which securities owned by investing entity is lent out on margin (for interest earnings). Ownership of the security remains with the lender. Fund 10 from the lending transaction are reinvested for the same length of the loan providing incremental income to the portfolio. Settlement—The process of delivering a security to the new owner of that security. Settlement for book entry(electronic) securities is usually over the FedWire system of the Federal Reserve. Settlement done DVP assures the safest process because no funds are released until the security is received and verified by the custodian. WAM (Weighted Average Maturity) — The average period of time until portfolio securities mature, weighted by their book value in proportion to the total amount invested in the portfolio. 11 City of Corpus Christi Investment Policy and Investment Strategies Adopted August 25, 2020 TABLE OF CONTENTS I. POLICY STATEMENT............................................................................. 1 II. SCOPE................................................................................................. 1 III. PRUDENCE......................................................................................... 2 IV. OBJECTIVES ....................................................................................... 2 V. LEGAL LIMITATIONS AND AUTHORITIES ............................................. 3 VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY .......................... 3 VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS ..... 4 VIII. AUTHORIZED INVESTMENTS ........................................................... 5 IX. COLLATERALIZATION ......................................................................... 7 X. SAFEKEEPING...................................................................................... 8 XI. INTERNAL CONTROLS ........................................................................ 8 XII. REPORTING....................................................................................... 9 XIII. DEPOSITORIES ............................................................................... 10 XIV. AUDITS AND COMPLIANCE WITH LAWS ........................................ 10 XV. INVESTMENT POLICY ADOPTION.................................................... 10 XVI. INVESTMENT STRATEGIES ............................................................. 11 APPENDIX A. RESOLUTION .................................................................................... 12 i CITY OF CORPUS CHRISTI INVESTMENT POLICY AND INVESTMENT STRATEGIES Adopted, August 25, 2020 This Investment Policy ("Policy') sets forth the specific policies and guidelines and general strategy for the investment of funds of the City of Corpus Christi ("City") in order to achieve the City's goals of safety, liquidity, diversification, and yield and to preserve the public trust. This Policy satisfies the statutory requirements of the Public Funds Investment Act, Texas Government Code, Chapter 2256 ("Act") to define and adopt a formal investment policy and strategy and assures compliance with the Act. I. POLICY STATEMENT It is the policy of the City that the administration of its funds and the investment of those funds shall be handled as its highest public trust. Investments shall be made in a manner which will provide maximum security of principal invested through risk management and diversification strategies while meeting the cash flow needs of the City and conforming to all federal, State and local laws, rules and regulations governing the investment of public funds. The receipt of a reasonable yield is secondary to the requirements for safety and liquidity. Earnings from investment will be used in a manner that best serves the interests of the City. II. SCOPE This Policy governs the investment of all funds of the City as reported in the CAFR, except for the following: A. Employee's Retirement Fund, and B. Fireman's Retirement System. With respect to the funds of non-profit corporations that are established by City Council resolution and act on behalf of the City in accordance with State law, this Policy shall prevail in the absence of a specific investment policy adopted by the non-profit corporation. In addition to this Policy, the investment of bond proceeds and other bond funds (including debt and reserve funds) of the City or of a non-profit corporation established by the City and acting on behalf of the City in accordance with State law shall be governed and controlled by their creating ordinance, resolution or trust indenture, including the authorization of eligible investments, and by the provisions of the Internal Revenue Code of 1986, as amended, including all regulations and rulings promulgated thereunder applicable to the issuance of tax- exempt obligations. All funds in the investment portfolio ("Portfolio") of the City are managed as a pooled fund group, referenced in this Policy as the City's Pooled Fund, except the following, which are 1 managed as separately invested assets: A. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow; B. Airport Passenger Facility Charges (PFC); and C. Law Enforcement Seized Assets. III. PRUDENCE The standard of care established by law to be used in the investment process shall be the "prudent person standard" and shall be applied in the context of managing the overall Portfolio, rather than a consideration as to the prudence of a single investment. The standard states that: Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. IV. OBJECTIVES All funds shall be managed and invested with four primary objectives, in order of their priority: A. Safety The preservation and safety of principal is the City's foremost objective. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. Authorized investments are chosen for their high credit quality and stability. B. Liquidity The Portfolio shall remain sufficiently liquid, and retain a liquidity buffer, to assure that the City meets all reasonably anticipated expenditures. Investment decisions will be based on anticipated cash flows and only high-credit quality securities will be used for their marketability. C. Yield The Portfolio shall be designed with the objective of attaining a reasonable market yield taking into account the investment risk constraints and liquidity needs of the City. D. Diversification The City will diversify its investments by maturity and market sector in an effort to avoid incurring unreasonable and avoidable market risks. 2 V. LEGAL LIMITATIONS AND AUTHORITIES Specific investment parameters for the investment of public funds in Texas are found in the Act. All investments will be made in accordance with the Act, this Policy, and any applicable financial indentures or trust requirements. VI. DELEGATION OF AUTHORITY AND RESPONSIBILITY All participants in the investment process shall seek to act responsibly as custodians of the public trust. A. City Council The City Council has ultimate fiduciary responsibility for all funds. The City Council is responsible for reviewing and adopting the Policy on no less than an annual basis. The City Council shall receive and review quarterly investment reports, approved by the Investment Committee, from the Investment Officers. B. Investment Committee An Investment Committee shall meet at least quarterly to review and determine operational strategies and to monitor investment results. The Investment Committee shall consist of the City Manager, Chief Financial Officer, Director of Finance & Business Analysis, Assistant Director of Finance & Business Analysis, and Director of Management and Budget. The Investment Committee shall include in its deliberation such topics as: economic outlook, diversification, maturity structure, risk, and performance of the portfolio. At least annually, the Investment Committee shall review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. The Investment Committee shall be responsible for monitoring, reviewing, and making recommendations regarding the Policy to the City Council. The Investment Committee will review quarterly investment reports before submission to the City Council. C. Investment Officers Investment Officers are designated by City Council resolution until such designation is rescinded. The authority to invest City funds and the execution of any documentation necessary is granted to the Investment Officers consisting of the Chief Financial Officer, Director of Finance & Business Analysis, Assistant Director of Finance & Business Analysis, City Treasurer and Investment Analyst. The Investment Officers are responsible for the daily operation of the investment program; shall comply with this Policy, the Act, and all applicable federal, State, and City laws, rules, and regulations; and will provide complete reports to the Investment Committee on a quarterly basis. The Investment Officers will retain all documentation on investment transactions. Each Investment Officer shall attend at least 10 hours of training within 12 months after taking office or designation as an Investment Officer and eight hours of investment training 3 in each succeeding two-year fiscal period. Training must be received from an independent source approved by the City's Investment Committee and must include education in investment controls, security risks, strategy risks, market risks, diversification of the investment portfolio and compliance with the Act. The Investment Officers will avoid any transaction that might impair public confidence in the City. The Investment Officers may not engage in an investment transaction except as provided under the terms of this Policy. In order to ensure quality and capability of investment management, the Investment Officers shall possess sufficient working knowledge of economics and securities markets, as well as the experience and judgment necessary to carry out the responsibilities outlined in this Policy. D. Investment Advisor The City Council may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control. A contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the City Council by ordinance or resolution. E. Ethics and Conflicts of Interest Investment Officers shall comply with the City's Code of Ethics which requires disclosure of financial interests each year. Investment Officers shall refrain from personal business activities that could conflict with proper execution of the investment program or which could impair the ability to make impartial investment decisions. Investment Officers shall disclose to the City Council any material investment decisions and financial interests in institutions that conduct investment or banking transactions with the City. Investment Officers must file a disclosure statement with the Texas Ethics Commission and City Council if: 1. The Investment Officer has a personal business relationship with a business organization offering to engage in an investment transaction with the City (as defined in 2256.005 (i)(1-3)); or 2. The Investment Officer is related within the second degree by affinity or consanguinity, as determined under Chapter 573 of the Texas Government Code, to an individual seeking to transact investment business with the City. VII. AUTHORIZED FINANCIAL INSTITUTIONS AND BROKER/DEALERS All investment transactions shall be made through the financial institutions or broker/dealers approved by the Investment Committee. No investment transactions may be entered into with a brokerage subsidiary of the City's safekeeping bank in order to perfect delivery versus payment (DVP) requirements for trade independence. 4 The Investment Officers will provide each authorized financial institution and broker/dealer a copy of this Policy to ensure that they are familiar with the goals and objectives of the City as required by the Act. Investments shall only be made with those financial institutions or broker/dealers (including money market mutual funds and local government investment pools) which have provided the City with a written certification executed by a qualified representative of the firm acknowledging that the business organization has: A. Received, and thoroughly reviewed the Policy; and B. Implemented reasonable controls and procedures in an effort to preclude investment transactions not authorized by the Policy, except to the extent that this authorization is dependent on an analysis of the makeup of the City's Portfolio or requires an interpretation of subjective investment standards. The Investment Officers will request the Investment Committee authorize the deletion of financial institutions or broker/dealers for: A. Slow response time; B. Inability to compete with other authorized firms; C. Insufficient market information on technical or fundamental expectations based on economic indicators; D. Failed transactions or continuing operations difficulties; or E. Unwillingness to abide by this Policy. VIII. AUTHORIZED INVESTMENTS A. Investments Authorized investments under this Policy shall be limited to the instruments listed below as further described bythe Act. If additional types of securities are approved for investment of public funds by State statute,they will not be eligible for investment by the City until this Policy has been amended and the amended version adopted by the City Council. The City is not required to liquidate investments that were authorized investments at the time of purchase (2256.017). 1. Obligations of the U.S. Government, its agencies and instrumentalities, excluding mortgage backed securities, with a maximum stated maturity of three years [2256.009(x)(1)]. 2. Fully Federal Deposit Insurance Corporation (FDIC) insured or collateralized depository certificates of deposit of a depository institution that has its main office or a branch office in Texas with a maximum maturity of two years (2256.010). 3. Fully collateralized direct repurchase agreements with a defined termination date secured in accordance with this Policy and placed through a primary government 5 securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this State. All repurchase agreement transactions shall be governed in accordance with the Act. The maximum stated maturity shall be one year with the exception of flex repurchase agreements used for bond proceeds capital projects. The flex repurchase agreement transaction shall be matched to the expenditure plan of the bonds (2256.011). 4. AAA, or equivalent, rated local government investment pools defined by the Act and striving to maintain a $1 net asset value and specifically approved for participation by a resolution of the City Council (2256.016). 5. AAA-rated, SEC registered no-load money market mutual funds which strive to maintain a $1 net asset value [2256.014(a)]. 6. Fully FDIC insured or collateralized interest-bearing depository accounts of banks in Texas [2256.009(x)(7)]. 7. General debt obligations of any U.S. states, agencies, counties, cities, and other political subdivisions of any state rated no less than A by a nationally recognized rating agency and with a maximum stated maturity of three years [2256.009(a)(5)]. 8. FDIC insured brokered certificate of deposit securities from a bank in any U.S. state, DVP to the City's safekeeping agent, not to exceed two years to maturity. Before purchase, the Investment Officers must verify the FDIC status of the bank on www.fdic.gov to assure the bank is FDIC insured [2256.010(b)]. 9. A1/131,or equivalent, rated commercial paper with a maximum maturity of 270 days subject to meeting one of the two stated conditions in Sec. 2256.013. (2256.013). 10. Guaranteed investment contracts with a maximum maturity of two years and executed in accordance with the Act (2256.015). 11. Securities lending transactions with primary dealers or banks doing business in Texas in accordance with the Act (2256.0115). B. Competitive Bidding Requirement It is the policy of the City to require competitive bidding for all security purchases and sales, except for: 1. Transactions with money market mutual funds and local government investment pools; 2. Treasury and agency securities purchased at issue; 3. Automatic overnight "sweep" transactions with the city depository; 4. Fully insured certificate of deposit placed in accordance with the Act [2256.010 (b)]; 5. Repurchase agreements; and 6. Guaranteed investment contracts. At least three bids or offers must be solicited for all other transactions involving individual securities. In situations where the exact security is not offered by other dealers, offers on the closest comparable investment may be used to establish a fair market price for the security. Bids for certificates of deposit may be solicited in any manner permitted by the Act. 6 C. DVP Requirement All transactions, excluding local government investment pool and mutual fund transactions, shall be conducted on a DVP basis. IX. COLLATERALIZATION The City requires that all uninsured collected balances plus accrued interest, if any, in depository accounts be secured in accordance with the requirements of the Depository Services Agreement, this Policy, the Public Funds Collateral Act (Texas Government Code, Chapter 2257), and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989. A. Time and Demand Deposit Pledged Collateral Consistent with State law, the City requires all bank time and demand deposits to be federally insured and collateralized above federal insurance coverage with eligible securities. Depository collateral is pledged to and not owned by the City. All collateral shall be held by independent third-party custodian(s) approved by the City under an executed collateral agreement with the pledging bank. The custodian(s) shall provide a monthly report of the collateral. The value of pledged securities must be at least 102% of deposits including accrued interest. Eligible collateral securities shall only include: 1. Obligations of the U.S. Government, its agencies and instrumentalities, including mortgage backed securities and collateralized mortgage obligations passing the Federal Reserve bank test, 2. Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated not less than A by a nationally recognized rating agency, or 3. Letters of credit issued to the City by the Federal Home Loan Bank. The City's Investment Officers reserve the right to accept or reject any form of collateral or enhancement at their sole discretion. Collateralization often requires substitution. The substituted collateral's market value will be calculated and, if its market value is equal to or greater than the required collateral value, the substitution is allowed. Substitutions should be limited to minimize the City's transactional recording requirements. Should the collateral's market value exceed the required amount, the pledging Institution may request approval from an Investment Officer to reduce collateral. Collateral reductions may be permitted only if the City's records indicate that the total collateral market value exceeds the required amount. B. Repurchase Agreements Owned Collateral 7 Collateral under a repurchase agreement is owned by the City (2256.011). It will be held by an independent third-party safekeeping institution approved by the City under an executed Bond Market Master Repurchase Agreement. Securities (collateral) with a market value totaling 102% of the principal and accrued interest of the repurchase agreement is required, and the third-party is responsible for the monitoring and maintaining of collateral and margins daily. Authorized collateral for repurchase agreements will include only: 1. Cash; 2. Obligations of the U.S. Government, its agencies and instrumentalities including mortgage-backed securities and CMO which pass the bank test; or 3. Debt obligations of any U.S. state or U.S. state sub-division rated A or better by at least one nationally recognized rating agency. X. SAFEKEEPING The City shall maintain safekeeping with its banking institution or other banks for the safekeeping of City-owned securities (including those owned under a repurchase agreement or guaranteed investment contract). All collateral must be held in the City's name and must be so reflected on the safekeeping receipts. All security transactions shall be settled on a DVP basis by the safekeeping institution (2256.005). Securities shall not be held in any brokerage account. Securities shall not be bought from the City's depository bank in order to provide perfected DVP. The safekeeping institution shall be required to issue safekeeping receipts listing each specific security, rate, description, maturity, Committee on Uniform Security Identification Procedures (CUSIP) number, and other pertinent information which will be maintained by the Investment Officers. XI. INTERNAL CONTROLS The Investment Officers will maintain controls to regulate the activities of the investment program in accordance with this Policy. The controls shall be designed to prevent loss of funds due to fraud, employee error, misrepresentation by third parties, unanticipated market changes, or imprudent actions. Internal controls deemed most important would include: competitive bidding, control of collusion, separation of duties, safekeeping, delegation of authority, and documentation. In conjunction with the annual financial audit, a compliance audit of management controls on investments and adherence to this Policy shall be performed. A. Cash Flow Forecasting Cash flow analysis and forecasting is designed to protect and sustain cash flow requirements of the City. Executive management of the City will inform the Investment 8 Officers of anticipated cash flows which will be used for cash flow and investment purposes. B. Loss of Rating The Investment Officers shall monitor the credit rating on all authorized investments in the portfolio which require ratings by policy or law. Ratings will be based upon independent information from a nationally recognized rating agency. An investment that requires a minimum rating under the Act does not qualify as an authorized investment during the period the investment does not have the minimum rating. The City shall take all prudent measures that are consistent with this Policy to liquidate an investment that does not have the minimum rating. If any security falls below the minimum rating required by Policy or law, the Investment Officers shall notify the Committee of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within one week after the loss of the required rating (2256.021). C. Monitoring FDIC Coverage The Investment Officers shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered certificates of deposit owned by the City based upon information from the FDIC. If any bank has been acquired or merged with another bank in which brokered certificates of deposit are owned by the City, the Investment Officers shall immediately liquidate any brokered certificate of deposit which places the City above the FDIC insurance level. XII. REPORTING In accordance with the Act (2256.023), not less than quarterly, the Investment Officers shall prepare and submit to the Investment Committee and City Council a written report of investment transactions for all funds covered by the Act and this Policy for the preceding reporting period within a reasonable time after the end of the period. The report must: A. Describe in detail the investment position of the portfolio on the date of the report; B. Be prepared jointly by all Investment Officers of the City; C. Be signed by each Investment Officer of the City; D. Contain a summary statement of each pooled fund group that states the: 1. Beginning market value for the reporting period; 2. Ending market value for the period; and 3. Fully accrued interest for the reporting period; E. State the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; F. State the maturity date of each separately invested asset that has a maturity date; G. State the account or fund or pooled group fund in City for which each individual investment was acquired; and H. State the compliance of the investment portfolio of the City as it relates to: 9 1. The investment strategy expressed in this Policy; and 2. Relevant provisions of Section 2256.023 of the Act. The quarterly reports prepared by the Investment Officers shall be formally reviewed at least annually by an independent auditor, and the result of the review shall be reported to City Council by that auditor. In addition to quarterly reports, the Investment Officers will submit to the Director of Financial Services the following reports on a monthly basis: A. Cash position by bank account; B. Collateral position; and C. Investment transaction. Market prices for market value calculations shall be obtained from nationally recognized securities databases including those provided by the City's depository bank through its safekeeping services and Bloomberg Professional Services. XIII. DEPOSITORIES The City designates one banking institution for banking services through a competitive process at least every five years. Written depository agreements shall be executed before funds are transferred. XIV. AUDITS AND COMPLIANCE WITH LAWS Each banking institution agrees to comply with all federal, State, and local laws, rules, and regulations. The personnel or officers of such institution shall be fully qualified and authorized under federal, State, and local law to perform the services set out under this Policy. Each institution shall permit the Investment Officers to audit, examine, and make excerpts or transcripts from such records of all contracts, invoices, materials, and other data relating to applicable investments. XV. INVESTMENT POLICY ADOPTION The City Council shall review and adopt by resolution its Investment Policy and Investment Strategies not less than annually, and the approving resolution shall designate any changes made to the Policy and Strategies. 10 XVI. INVESTMENT STRATEGIES The City's Investment Portfolio ("Portfolio") will be designed and managed based on projected cash flows to provide for all anticipated and projected cash needs for each fund. The Portfolio is to be managed pro-actively considering ongoing market changes but is essentially a buy-and- hold portfolio. Information on expected expenditures from the executive management of the City will be incorporated into investment decisions. The overall investment program shall be designed and managed with a degree of professionalism worthy of public trust. The investment strategy for funds established after the annual Policy adoption will be managed in accordance with the terms of this Policy and applicable agreements until a specific strategy is reviewed and adopted. A. Pooled Fund Strategy The City's Pooled Fund is an aggregation of City funds which include tax receipts, enterprise revenue, fine and fee revenues, as well as, bond proceeds, grants, gifts, and endowments. The City's Pooled Fund may include funds from various Corporations associated with the City which receive income distributions from their pro-rata share of the full fund group. The City's Pooled Fund is maintained to meet anticipated daily cash needs for City operations, capital projects, and debt service payments. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high-credit quality investments for which a strong secondary market exists which are designed to assure on-going suitability and marketability of such investments; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Limit market and credit risk through diversification; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy. The City's Pooled Fund shall have a maximum dollar-weighted average maturity (WAM) of one year (365 days) designed to meet anticipated cash flow needs. The fund shall be laddered based on cash flow analysis to provide ongoing liquidity for anticipated needs and provide for reasonable extension. A minimum of 15% of the City's Pooled Fund shall be held in cash or cash equivalents for liquidity and no more than 40% may be invested longer than one year. Changes in City cash flows may change percentage representations over time. Unless approved by the Investment Committee, the target percentages specified shall not be exceeded for a temporary period greater than thirty (30) days without the Investment Officers taking corrective action. The risks in the City's Pooled Fund shall be measured quarterly against a risk benchmark designed to mirror the authorized market investments and the City's cash flow requirements. Because this fund is dictated by cash flow needs, the benchmark becomes a measure of risk which reflects the primary market rates matched to the WAM. With a maximum WAM of one year, the risk benchmark is established as the one-year Treasury 11 Bill for the comparable period. The fund should track the risk benchmark but will naturally lag as market interest rates, which adjust daily, move. B. Texas Utility System Junior Lien Revenue Improvement Bonds Escrow Fund Strategy This escrow fund was established pursuant to an escrow agreement dated as of August 29, 2017 with The Bank of New York Mellon Trust Company, N.A. Escrow will be maintained with The Bank of New York Mellon Trust Company, N.A. in investments authorized by the Act and this Policy. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high credit quality investments for which a strong secondary market exists; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Manage market and credit risk through diversification of investments and the requirement of AAA ratings; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy and the escrow agreement. C. Airport Passenger Facility Charges (PFC) Fund Strategy The Airport PFC Fund is revenue comprised of fees imposed as authorized by The Aviation Safety and Capacity Expansion Act of 1190 (Public Law 101-508, Title II, Subtitle B). The revenue is segregated as required by the Passenger Facility Charge Audit Guide for Public Agencies, issued by the Federal Aviation Administration. The objectives of this fund are to: 1. Ensure safety of principal by investing only in high credit quality investments for which a strong secondary market exists; 2. Ensure that anticipated cash flows are matched with adequate investment liquidity; 3. Manage market and credit risk through diversification of investments and the requirement of AAA ratings; and 4. Attain a market yield commensurate with the objectives and restrictions set forth in this Policy and the escrow agreement. D. Law Enforcement Seized Assets Fund Strategy The Law Enforcement Seized Assets Fund is comprised of seized contraband money that, per the Code of Criminal Procedure, Chapter 59, Article 8, may be deposited in an interest- bearing bank account in the jurisdiction of the attorney representing the State until final judgment is rendered concerning the contraband. The objective of this fund is to ensure safety of principal by investing only in a fully FDIC-insured or collateralized interest-bearing depository account of banks in Texas. Since the revenue will only be deposited into this type of investment,there is no liquidity risk, market risk, diversification risk, nor credit risk. 12 Resolution Amending Authorized Representatives Please use this form to amend or designate Authorized Representatives. This document supersedes all prior Authorized Representative forms. Required Fields 1.Resolution WHEREAS, (North Padre Island Development Corporation, BNY Mellon Trust Company as I 171 s 15141 81 Participant Name* Trustee Location Number* ("Participant')is a local government of the State of Texas and is empowered to delegate to a public funds investment pool the authority to invest funds and to act as custodian of investments purchased with local investment funds;and WHEREAS,it is in the best interest of the Participant to invest local funds in investments that provide for the preservation and safety of principal, liquidity,and yield consistent with the Public Funds Investment Act;and WHEREAS,the Texas Local Government Investment Pool("TexPool/Texpool Prime"),a public funds investment pool,were created on behalf of entities whose investment objective in order of priority are preservation and safety of principal,liquidity,and yield consistent with the Public Funds Investment Act. NOW THEREFORE,be it resolved as follows: A. That the individuals,whose signatures appear in this Resolution,are Authorized Representatives of the Participant and are each hereby authorized to transmit funds for investment in TexPool/TexPool Prime and are each further authorized to withdraw funds from time to time, to issue letters of instruction,and to take all other actions deemed necessary or appropriate for the investment of local funds. B. That an Authorized Representative of the Participant may be deleted by a written instrument signed by two remaining Authorized Representatives provided that the deleted Authorized Representative(1)is assigned job duties that no longer require access to the Participant's TexPool/TexPool Prime account or(2)is no longer employed by the Participant;and C. That the Participant may by Amending Resolution signed by the Participant add an Authorized Representative provided the additional Authorized Representative is an officer,employee,or agent of the Participant; List the Authorized Representative(s)of the Participant.Any new individuals will be issued personal identification numbers to transact business with TexPool Participant Services. IAnthia Deloach I Ilntermediate Representative, Client Processing Name Title 1211 14141 618161012181 121114141618161011161 IAnthia.DeloachC�bnymellon.com PhoneFFax Email Digitally signed by anthia.deloach@bnymellon.co L Signature Date:2020-06-18 16:18-05:00 2. (Bart Gragert I Representative, Client Processing Name Title 2 1 4 4 61815 (.0 8 3 121114141618161011161 Bart.Gragert@bnymellon.com Phone Fax Email Signature 3. IAltrice Briscoe I (Representative, Client Processing Name Title 12 1 1 1 41 4 16 1 81 5 1 51 4 1 41 12 1 1 1 4 14 16 1 81 6 10 1 1 1 6 1 IAltrice.Briscoe(aD-bnymellon.com Phone Fax Email Digitally signed by Altrice Briscoe Reason:I have reviewed this 1 rimer Pnr Signature Date:2020-06-1814:43-05:00 Form Continues on Next Page 1 of 2 1.Resolution(continued) 4. Sandra Woods 1Representative, Client Processing Name Title 12 1114 14 16 1815 10 12111 121114141618161011I6I ISandra.Woods(cbbnymellon.com Phone Fax Email 1 /r/a.�...t-tboal� 2020-06-1817:51-05:00 1 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. 1Anthia Deloach 1 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. 1Kathlyn Shen / Lynette Lewandowski 1 1Vice President/Vice President 1 Name Title 17 11 1 3 14 1 8 1 31 6 1 1 1 5 1 1 1 17 13 12 16 16 1 71 4 15 18 14 1 lkathlyn.shenp-bnymellon.com / 1 Phone 713-483-6530 Fax Email Lynette.Lewandowski@bnymellon.com 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 I I J day of 1 1,1 2 0 1 1 1. Note: Document is to be signed by your Board President,Mayor or County Judge and attested by your Board Secretary,City Secretary or County Clerk. 1North Padre Island Development Corporation 1 Name of Participant' SIGNED ATTEST Signature' Signature' Printed Name' Printed Name' 1 1 1 Title' Title' 2.Mailing Instructions The completed Resolution Amending Authorized Representatives can be faxed to TexPool Participant Services at 1-866-839-3291,and mailed to: TexPool Participant Services Additional Authorized Representatives 1001 Texas Avenue,Suite 1150 Houston,TX 77002 7. Additional Authorized Representatives Judy Villalon P: 361-826-3651 City Treasurer F: 361-882-7320 N j I JudyAV@CCTexas.com 5. Arnetta Johnson P: 214-468-6364 Lead Representative, Client Processing 8. F: 214-468-6016 Arnetta.Johnson@bnymellon.com Heather Hurlbert P: 361-826-3227 Treasurer, North Padre Island Development Corporation atasignedbyMar°h-"°ward Lrsha L F: 361-882-7320 HeatherH3@CCTexas.com R a Reason:I am an authorized signer 6 Dale:2020-06-16 11:55-05:00 Additional Inquiry-only Representative LaTarsha March-Howard P:214-468-6182 Kathy Gonzalez P: 361-826-3653 Vice President F:214-468-6016 Accounting Assistant, Cash Management F: 361-882-7320 LaTarsha.March-Howard@bnymellon.com KathyV@CCTexas.com ORIGINAL SIGNATURE AND DOCUMENT REQUIRED TEX-REP 2 OF 2 TexPool Participant Services Managers and Federated 1001 Texas Avenue,Suite 1150 • Houston,TX 77002 Serviced by Phone: 1.866TEXPOOL(839-7665) • Fax: 1-866-839-3291 • www.texpool.com G45340-17(7/19) 2019©Federated Investors,Inc. 1.Resolution(continued) 4. 1 1 1 1 Name Title IIIIIIIIIIIIIIIIIIIIIII 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. I I 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. 1Rodolfo Pena Jr. I Ilnvestment Analyst Name Title 13161 1 181216131615101 13 161 1 1818121 7 13 12 10 1 IRudyP2@CCTexas.com Phone Fax Email D. That this Resolution and its authorization shall continue in full force and effect until amended or revoked by the Participant,and until 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 II J day of I 1,1 2 0 1 1 . Note: Document is to be signed by your Board President,Mayor or County Judge and attested by your Board Secretary,City Secretary or County Clerk. I I Name of Participant' SIGNED ATTEST I I I I Signature' Signature` I I I I Printed Name' Printed Name' I I I I Title' Title' 2.Mailing Instructions The completed Resolution Amending Authorized Representatives can be faxed to TexPool Participant Services at 1-866-839-3291,and mailed to: TexPool Participant Services 1001 Texas Avenue,Suite 1150 Houston,TX 77002 ORIGINAL SIGNATURE AND DOCUMENT REQUIRED TEX-REP 2 OF 2 TexPool Participant Services Managed and Federated 1001 Texas Avenue,Suite 1150 - Houston,TX 77002 Serviced by Phone: 1-866-TEXPOOL(839-7665) • Fax: 1-866-839-3291 • wwu1.texp001.c0m G45340-17 Q,19) 2019©Federated Investors,Inc. SC 0 � U NogPoap,Eo AGENDA MEMORANDUM 1852 Action Item for the City Council Meeting of August 25, 2020 DATE: August 14, 2020 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Kim Baker, Director of Contracts and Procurement Kimb2@cctexas.com (361) 826-3169 Professional Services Contract Amendment No. 3 Packery Channel Monitoring CAPTION: Motion approving Amendment No. 3 with Texas A&M University — Corpus Christi to provide professional services in the amount of $156,472.00 for a total contract value not to exceed $401,451.00 for Packery Channel Monitoring, to provide guidance following damage during Hurricane Hanna; located in City Council District 4, with funds available from Tax Increment Reinvestment Zone No. 2 Capital Fund. SUMMARY: This motion recommends City Council approval of the professional service contract in the amount of $156,472.00 with Texas A&M University — Corpus Christi (TAMU-CC), Texas to provide post storm Hurricane Hanna monitoring services and emergency survey of Packery Channel and the adjacent beaches along Mustang Island and North Padre Island. BACKGROUND AND FINDINGS: Packery Channel provides an outstanding feature for our community for natural habitat, navigation, and recreational opportunities. The monitoring began in 2003 with Texas A&M University - Corpus Christi (TAMU-CC) as part of the City's initiative to support research-based management of this system. This information is used to determine future dredging requirements to maintain the navigable waterway. As a result of the monitoring, it was discovered the anticipated dredging requirements were substantially different than originally projected. The scour from eddy currents and tidal flows better "flush" the channel and change the rate of sedimentation, and therefore reduces dredging frequency. The monitoring program consists of seasonal investigations of shoaling and scour from the Deposition Basin at HWY 361 to the channel mouth at the Gulf of Mexico. The program also includes one annual survey for the full length of Packery Channel and includes Beach surveys from the Fish Pass to approximately one mile south of Bob Hall pier. The information helps the City determine the optimal time and areas to dredge to avoid early dredging and unnecessary cost. Post-dredge surveys allow for evaluating effectiveness of the dredging. The information is critical to navigation safety and placement of navigation aids, beach nourishment planning, structural stability assessment for coastal structures and other channel features. Previously approved contract amendments provided survey of the shoaling in the channel up to May 2020. This amendment provides emergency post-storm survey of the Packery Channel, adjacent beaches, and coastal structures to provide guidance following damage during Hurricane Hanna. PROJECT TIMELINE: If approved by City Council in August 2020, work will begin after the issuance of notice to proceed with approximate completion by October 2020. COMPETITIVE SOLICITATION PROCESS: Texas A&M University - Corpus Christi was selected for the Packery Channel Monitoring project in April 2018 under RFQ 2018-01. Five firms submitted under the Packery Channel Category. Texas A&M University - Corpus Christi., was one of the highest ranked firms in the Category and the Packery Channel Monitoring project was their first stated preference. The selection committee consisted of representatives from the Engineering Services Department. Firms were ranked based on five factors: 1) experience of the firm, 2) experience of the key personnel with specific experience with multiple Bond street programs and local utilities, 3) project approach and management plan, 4) capacity to meet the project requirements and timelines, and 5) past performance. ALTERNATIVES: Not awarding the professional services contract amendment to Texas A&M University - Corpus Christi, will delay necessary repairs to the Packery Channel due to Hurricane Hanna. FINANCIAL IMPACT: This item will award the professional services contract to Texas A&M University - Corpus Christi for Packery Channel Monitoring in the amount of $156,472.00 for a total contract value not to exceed $401,451.00, effective upon issuance of notice to proceed, with funding approved and available from TIF2 Capital Fund 3278. FUNDING DETAIL: Funding of the project will be available through TIF2 Capital Fund. Fund: 3278 —TIF2 Capital Mission Elem: Infrastructure (717) Project No.: Packery Channel Monitoring (18140A) Account: 550950 - Design Activity: 18140-A-3278-EXP RECOMMENDATION: Staff recommends approval of the professional services amendment contract with Texas A&M University - Corpus Christi, in the amount of$156,472.00 for the Packery Channel Monitoring. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Contract CITY OF CORPUS CHRISTI AMENDMENT NO. to the CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, Texas, hereinafter called "CITY," and Texas A & M University Corpus Christi, hereinafter called "TAMU-CC," agree to the following amendment to the Contract for Professional Services for Packery Channel Monitoring Project (Project No. 18140A) as authorized and administratively amended by: Original Contract November 2, 2018 Administrative Approval $49,991.00 Amendment No. 1 March 26, 2019 Motion No. M2019-044 $188,123.00 Amendment No. 2 May 13, 2019 Administrative Approval $6,865.00 IN THE ORIGINAL CONTRACT, EXHIBIT A, SCOPE OF SERVICES, shall be modified as shown in the attached Exhibit A. IN THE ORIGINAL CONTRACT, COMPENSATION shall be modified as shown in the attached Exhibit A for an additional fee not to exceed $156,472.00 for a total restated fee not to exceed $401,451.00. All other terms and conditions of the November 2, 2018 contract between the "CITY' and "TAMU-CC" and of any amendments to that contract which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI TEXAS A & M UNIVERSITY CORPUS CHRISTI Michael Rodriguez Date Ahmed Mandy, Ph.D. Date Chief of Staff Vice President for Research and Innovation 6300 Ocean Drive, Unit 5844 Corpus Christi, TX 78412-5844 (361)825-3881 Office Ahmed.mandy@tamucc.edu Deidre.Williams@tamucc.edu APPROVED AS TO FORM Legal Department Date ATTEST Authorized By: Council City Secretary Date Amendment No. 1 Page 1 of 1 Packery Channel Monitoring Program Post-Storm (Hurricane Hanna) Survey,Analysis, and Assessment and Structural Surveys Statement of Work: 28 July 2020 (Revised 13 Aug 2020) Submitted to: City of Corpus Christi Department of Engineering Services Submitted by: Deidre D.Williams Deidre.Williams@tamucc.edu The Conrad Blucher Institute for Surveying and Science Texas A&M University-Corpus Christi Introduction Packery Channel and the adjacent beaches within the project footprint along Mustang Island and North Padre Island were impacted by Hurricane Hanna on 25 and 26 July 2020. This proposal outlines the Packery Channel Monitoring Program (PCMP) tasks that will be applied to assess changes driven by the hurricane and how these changes impact ongoing plans for dredging/nourishment and revetment repairs. This proposal also provides a task to acquire surveys for application to structural assessment and debris/obstacle identification in the channel by coastal engineers selected by the City of Corpus Christi. The City of Corpus Christi is charged with the management and operation and restoration of Packery Channel and the adjacent beaches along Mustang Island and North Padre Island as per agreement with the Department of the Army (DOA 2003) . The information gathered from the emergency post-hurricane survey will support the City of Corpus Christi in decision making related to post-storm restoration and possible FEMA reimbursement for damage. In addition the information gathered from the study will support the City Staff in; 1)revisions to dredge planning, 2)beach nourishment planning including Beneficial Use Dredge Material (BUDM)placement, 3) bollard relocation along North Padre Island (NPI) Seawall, 3) navigation safety (public notices), and 4) forward planning toward long-term sustainable management of coastal resources (channel and beach). Basis for Monitoring Plan A successful management plan for inlet and beach systems is location specific and takes into account the following; 1) dynamic needs of each individual location(no two plans are alike as no two systems are identical), 2)inlet age and history of inlet performance, 3) management approach and funding sources,4)obligations to formal agreements such as with the Department of the Army (DOA) and Texas General Land Office (TGLO), 5) need for periodic public safety (navigation) advisories, 6) application to FEMA's reimbursement process, and 7) support of City Staff in EXHIBIT A Page 1 of 8 planning and long-term management decision making on a broad spectrum of management concerns. In addition, plans must be adaptable to support adaptable management in response to gradual and episodic (storms) change in conditions and need for restoration and adaptive design changes for long-term success and resiliency. Packery Channel is a unique case in inlet management as its primary purpose was environmentally specific and focused with recreational (non-commerce related)navigation and recreational development added to complement the project by the City. The channel was constructed as an environmental restoration project with two goals; 1) provide for increased water exchange between the Gulf of Mexico and the Upper Laguna Madre/Corpus Christ Bay and 2)provide a source of BUDM sand to periodically nourish the beach fronting the NPI Seawall toward reducing storm damage to the landward infrastructure. In addition,the inlet is constructed along a path of a former ephemeral inlet rather than long standing naturally open inlet with no long-term performance history to apply to management guidance. The channel serves a tertiary purpose of providing recreational benefits such as navigation between the Gulf and the Upper Laguna Madre for tourists and the local community. The Monitoring Program meets the management needs of the unique inlet. The PCMP initiated as a collaboration between TAMU-CC, the Galveston District United States Army Corps of Engineers (USACE), and the Engineering Research and Development Center (ERDC). The proposed 2020/2021 monitoring plan represents the contributions and recommendations from City Staff, committees such as the Watershore Beach Advisory Committee (WBAC) and the Island Strategic Action Committee (ISAC) and the Conrad Blucher Institute (CBI). The modifications in the program have, to date, been in response to requests from the ISAC to reduce the annual cost of the monitoring program. The PCMP has performed seasonal assessments of the channel and adjacent beaches since construction was completed in 2006 with baseline monitoring conducted since 2003. The USACE sponsored the PCMP from 2003-2008 with the City of Corpus Christi sponsoring from 2008 to present. In recent years, the number of survey/assessments was reduced from four to three with sub tasks eliminated at the request of City Staff. Each seasonal assessment provides information that City Staff apply to specific aspects of coastal resource management. The proposed annual effort includes: 1) seasonal channel surveys, 2) annual beach profile surveys, 2)trend analysis and 3)assessment of performance. Three channel surveys are proposed to document change in volume and shoal location and extent. The channel surveys document changes over the winter, spring and summer seasons. Each channel survey/assessment serves a specific purpose. The peak summer seasonal survey 1) marks the anniversary of channel construction in 2006 for long-term performance assessment, 2) documents the peak in annual net shoaling in the channel for application to dredge and beach nourishment planning, and 3) provides guidance to mariners regarding navigation safety due to increases in shoaling that area typical over the summer months. The peak winter seasonal survey documents the season when channel scour (removal) dominates and sand is actively transported out of the channel into the Gulf of Mexico. The peak winter survey/assessment has been applied by City Staff to justify dredge deferment in the past. Deferral of dredging has resulted in significant cost savings to the City. The transitional spring seasonal survey/assessment documents a seasonal period of rapid shoaling and the potential for depth limited navigation at the start of the busy summer season and peak usage that has resulted in the City issuing navigation public safety warnings four(4)times since 2006. Although conducted seasonally in the past, the 2020/2021 monitoring program includes just one annual beach profile survey (since 2018). This survey is conducted during the late summer and EXHIBIT A Page 2 of 8 early fall to capture the peak summer condition. The peak summer survey typically documents a more stable beach along Mustang Island and North Padre Island, in the absence of tropical storm activity. Beach profile data is applied to 1) calculate the total beach volume, 2) determine the annual rate of erosion, and 3) to apply as a template to calculate the needed beach nourishment volume to restore the beach to design width (200 ft). Previously additional surveys have been conducted during March/April to document the winter condition and assess BUDM placement performance. The beach profile data is also archived as the pre-storm data for application to FEMA's reimbursement process should the area be damaged by a hurricane. Monitoring and assessment are also included in proposals for CEPRA funding nourishment the beach south of Whitecap Blvd. The post-storm survey tasks are identical to the end of summer annual survey conducted since 2008 and most recently Nov 2019; with one exception that additional beach profiles were added north of Packery Channel in order to support the permitting of planned alongshore redistribution of sand. This allows a determination of change along the entire channel and adjacent beaches due to storm focusing to be assessed. In addition to conducting the survey tasks outlined below, the CBI principal investigator provides, data,assessment,graphics and consultation with the structural engineers for the following 1) post-storm restoration actions, 2) revisions pertinent to permit process, 3) revisions pertinent to restoration process and 4) development of long-term resource management plans toward alternate sand management strategies to supplement BUDM placement along NPI. In addition,the CBI principal investigator supports the FEMA reimbursement process and has served as a primary contact for FEMA representatives following hurricanes in the past (Ike and Harvey) and is able to provide concise answers to FEMA questions in the wake of storm impact to the inlet and beach system. Structural Surveys Packery Channel and the adjacent wetlands and beaches were inundated with overbank flooding due to sustained onshore flow into the channel occurring between 25 and 27 July 2020. This proposal outlines the abbreviated(due to funding limitations) emergency post-storm survey of the structures and identification of debris/obstacles in the channel. The surveys will document the physical change of the jetties, revetment and structures surrounding the Packery Channel boat ramp as well as identify submerged obstacles within the channel from the Deposition Basin to the channel mouth. Although proposed, no elevation surveys are included at this time due to funding limitations. The deliverable is suitable for visual interpretation of change and comparison to previous similar surveys conducted following Hurricane Harvey. The City of Corpus Christi is charged with the management and operation and restoration of Packery Channel and the adjacent beaches along Mustang Island and North Padre Island as per agreement with the Department of the Army (DOA 2003). This data will be provided for application to the initial review of structural integrity and identification of obstacles in the channel for both navigation safety and for dredge planning by coastal engineers contracted by the City of Corpus Christ. The data supports assessment of the need for revisions in repair design and dredge planning and basis for identifying the need for more detailed future surveys. EXHIBIT A Page 3 of 8 Packery Channel Monitoring Program Statement of Work. Post-Storm Emergency Survey Analysis and Assessment of Packery Channel and Adjacent Beaches along Mustang and North Padre Island The 202012021 monitoring Program plan consists of the following tasks. For this emergency survey Task 5 and Task 6 were added to the scope. Task 1. Annual Fall (Peak Summery) Seasonal Survey,Analysis and Assessment: N/A Task 2. Peak Winter Seasonal Survey (Task 1): N/A Task 3. Transitional Spring Seasonal Survey: N/A Task 4. Meetings: Based on 2019/2020 Requests • City Engineering/Admin Briefing (1) • Committee meetings (2) Island Strategic Action Committee (ISAC) and (2) Watershore Beach Advisory Committee (WBAC) • Beach Operations Staff(1) Total= 4 Task 5. Shoreline Survey and Assessment N/A Task 6. Emergency Post-Storm Survey and Assessment of Packery Channel and the Adjacent Beaches of Mustang and North Padre Island Full Extent Bathymetric Survey (1) Multibeam sonar(channel) single-beam sonar(Gulf) -Extent: Entire Channel footprint from the intersection of the Gulf Intracoastal Waterway (GIWW) to and including the nearshore around the channel mouth -Purpose/Application: 1) Emergency post-storm assessment 2) Post-storm Revisions to Planning: Dredge and BUDM beach nourishment 2) Post-Storm Navigation Safety and Public Safety update: ID of peak shoaling and potential for depth limited navigation Supports: Post-storm maintenance, post-storm restoration planning and repair and operation (EIS, DOA Cooperative Agreement) as well as guidance for public safety • Beach Profile Survey(1) -Extent A (Study Area): Adjacent beaches along Mustang Island and North Padre Island from north of Fish Pass to approximately 0.5 mile south of Bob Hall pier along previously occupied transects -Extent B (Seawall Focused) Dense transect grid along the NPI Seawall for accurate nourishment planning Purpose/Application: 1)Identify areas of storm driven erosion and deposition (resource management planning) 2) Calculate rate of erosion and volume loss due to Hurricane Hanna EXHIBIT A Page 4 of 8 3) Calculate volume estimated to restore beach elevation and design width (200 ft) 4) Apply as post-storm documentation for FEMA reimbursement process or for alternate funding resources TBD 5) Apply to support Beach Operations in recovery and restoration process 6) Apply to long-term sand management strategies and beach nourishment planning over the post-storm recovery period Supports: City Ordinance (028494), EIS, DOA Cooperative Agreement and TGLO (CEPRA),joint City/Nueces County Erosion Response Plan(2012), City of Corpus Christi Beach and Dune Management Plan • Shoreline Position Survey(1) -Extent: Mustang Island and North Padre Island (Fish Pass to 1 mile south of Bob Hall Pier) -Purpose/Application: 1) Document storm driven change in beach width that trigger nourishment and management planning and action by Beach Operations 2)Identify where the beach is less than 150 ft wide to trigger and guide Bollard relocation along NPI Seawall 3) Document areas of storm deposition sand redistribution along seawall or other areas of loss due to storm damage/erosion 4) Redefine post-storm lateral limits of shoreline widths in excess of 200 ft for permit applications Supports: -Post storm recovery efforts -Bollard Relocation: City Ordinance (028494) -Long-term beach management planning (joint City/Nueces County Erosion Response Plan (2012), City of Corpus Christi Beach and Dune Management Plan) -Permit process • Analysis and Assessment -Channel: Purpose/Application: 1. Support modification of Dredge/Nourishment Planning based on changes due to storm forcing during Hurricane Hanna and long-term management strategies 2)Identify storm driven increases in shoaling along the entire channel and at the channel mouth for dredge planning and navigation safety 3. Calculate post-storm channel volume change 3) Revise guidance reporting for application to dredge and nourishment planning 4) Post-storm reporting/presentations: Information and education of staff and community Committees (ISAC, WBAC, City Council, Engineering Dept, Parks and Recreation) -Channel: Navigation Safety 1)ID peaks in shoaling, 2)Public warnings -Beach: 1) Document status and performance of beach nourishment and maintenance Task 7. Emergency Post-Storm Survey of Coastal Structures and Identification of Debris/ Obstacles in Packery Channel from the Deposition Basin to the Channel Mouth 1. Side scan survey: Purpose: Identify debris and obstacles as well as displaced stone or revetment material Cost: $5,850 EXHIBIT A Page 5 of 8 2. UAS Flight jetties and revetment(High Resolution Orthorectified Aerial Image)Note: No elevation data Purpose: Visual structural assessment jetty (may be applied to recommend additional more detailed elevation surveys Cost: $6,450 Performance Period and Schedule This survey is an emergency survey and assessment to provide guidance following damage during Hurricane Hanna. The survey will be scheduled as soon as possible upon authorization to proceed and be conducted within the scheduling constraints of the surveyors and weather/seas limitations. Analysis and reporting will follow with updates to provide most relevant findings in email and presentation format Deliverables: • xyz data and shapefiles (ESRI .shp) files • Summary report and briefing • Meetings: (1) City Briefing (1) Beach Operations (2) Committee Structural Surveys • Map and Debris Report(no elevation measurements) • Orthorectified Mosaic Aerial Image (no elevation measurements) Emergency Event Total Estimated Cost: $156,472 Signature: Dr.Ahmed Mandy Vice President for Research & Innovation Estimated Budget Next Page EXHIBIT A Page 6 of 8 Table 1. Packery Channel Monitoring Program: Estimated Cost Seasonal Surveys, Analysis and Assessment 2020/2021 Year 1 Task 1 —Annual Full Survey and Analysis/Assessment (Peak Summer) Channel Bathymetry (GIWW to Gulf) $ 0.0 Beach Profile Shoreline Position Survey Task 2—Abbreviated Peak Winter Survey and Analysis/Assessment Channel Bathymetry (Basin to Entrance $0.0 Channel and nearshore Gulf) Task 3- Transitional/Spring Navigation Hazard Survey and Analysis/Assessment Channel Bathymetry (Basin to Entrance $0.0 Channel and nearshore in Gulf) Task 4— Meetings: Beach Operations and Committee Meetings/presentations 1 Beach Operations $3,166 1 Committee Meetings 2 City Staff or Council Briefing Task 5—Shoreline Survey and $ 0.0 Assessment Task 6— Emergency Post-Storm Survey Analysis/Assessment (Hurricane Hanna) Channel Bathymetry (GIWW to Gulf) Beach Profile $ 141,006 Shoreline Position Survey Task 7—Structural Surveys for Assessment of Damage Aerial Mosiac $12,300 Side Scan Total Authorized Fee Emergency Survey/Assessment $ 156,472 EXHIBIT A Page 7 of 8 References: Williams, D.D, 2018a. Packery Channel Monitoring Program, Statement of Work: 2018/2019, Project Tasks and Cost Estimate, Proposal submitted July 2018. Williams, D.D. 2018b. SOQ for FY2018 Capital Improvement Projects, Group C, Project 3, Packery Channel Monitoring Program submitted Feb 2018 DOA 2003. Project Cooperation Agreement for Construction of the North Padre Island Storm Damage Reduction and Environmental Restoration Project, Department of the Army and City of Corpus Christi Environmental Impact Statement(EIS) 2003. North Padre Island Storm Damage Reduction and Environmental Restoration Project, Nueces County Texas, Final Environmental Impact Statement, 313 pp and appendices. EXHIBIT A Page 8 of 8 Doyle Q N ortland SCALE: N.T.S. NUECES BAY N c °RRippR SHIP CORPUS CHRISTI ayRO I LEOPARD O a' i 44 e HRISTI p SOK"/ 288 358 00 CORPUS CHRISTI BAY R 5 T� p° 7i � 9 O 9e y ro n 09 0 � 9q O O TEXAS A&M UNIVERSITY O� HO4y CORPUS CHRISTI 355 M Z C CABANISS q y GSG BAY CORPUS CHRISTI FIELD \4�" Q NAVAL AIR STATION 43 O p0 FLOUR BLUFF v 358 288 w 44 a Z J P C �O 0 O� OJ 02 2444 H PROJECT LOCATION o P22 PAC LAGUNA eL MADRE GULF OF MEXICO Project Number: 18140A CITY COUNCIL EXHIBIT Packery Channel Monitoring CITY OF CORPUS CHRISTI,TEXAS V441 DEPARTMENT OF ENGINEERING SERVICES �r so �o o� A PH v AGENDA MEMORANDUM WoRPORPg4 1852 Action Item for the City Council Meeting of August 25, 2020 DATE: August 25, 2020 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities kevi n n(a)cctexas.com (361) 826-1874 Heather Hurlbert, Director of Finance and Business Analysis Heatherh3(a)cctexas.com (361) 826-3227 Authorization of a Financial Agreement to accept a loan from the Texas Water Development Board for the design and construction of a Seawater Desalination Plant to provide a future water supply. CAPTION: Resolution authorizing the execution and approval of a Financing Agreement between the City of Corpus Christi and the Texas Water Development Board (TWDB) related to the City's issuance, sale, and delivery of City Utility System Junior Lien Revenue Improvement Bonds in an amount not to exceed $11 ,425,000 to the TWDB with proceeds of said bonds to be used for a city desalination project and other matters in connection therewith. SUMMARY: On July 23, 2020 the City of Corpus Christi was approved to receive funding through the State Water Implementation Fund for Texas (SWIFT) loan program in an amount not to exceed $222,475,000 from the Texas Water Development Board (TWDB) to fund the design and construction of a Seawater Desalination Plant within the Inner Harbor of the Corpus Christi Ship channel to provide a future water supply. This resolution authorizes the financing agreement for the initial $11 ,425,000 in funding. BACKGROUND AND FINDINGS: The City of Corpus Christi has been working on alternative water sources for decades. Following the 2011-2013 drought, the City of Corpus Christi along with stakeholders formed a group to investigate potential water sources for a new, uninterruptible water supply for the region. Following extensive evaluations of the quality, quantity, and reliability of alternative water supplies, seawater desalination was determined to be the most safe, reliable, and cost-effective alternative. In 2014, Freese and Nichols, Inc. was selected as the City's Owner's Representative consultant for the seawater desalination project. They have been working alongside City staff since then to methodically plan for a new water supply and to obtain the best value water for the region. On August 27, 2019, the City Council established the Desalination Project Implementation Trigger Point as 75% of the Water Supply Firm Yield. The trigger point proposes that a new supply be implemented when demand reaches 75% of the Water Supply Firm Yield, which is projected to be in 2022. On February 6, 2020, the City submitted an abridged loan application to the TWDB for the design and construction of a Seawater Desalination Plant within the Inner Harbor of the Corpus Christi Ship channel to provide a future water supply. The abridged loan application in the amount of$222,475,000 was the first step in the process of applying for the SWIFT loan program. On April 9, 2020, the Texas Water Development Board approved the City's abridged loan application and invited the City to submit their full loan application due by May 11 , 2020, which was the second step in the process. On April 21 , 2020, the City Council approved a resolution for the City to submit the full SWIFT loan application to the TWBD. This application was approved by the TWDB board on July 23, 2020. The City was awarded the full $222,475,000 that will be disbursed over two years: $11 ,425,000 in 2020 to finalize requirements and develop the Design-Build acquisition package, and $211 ,050,000 for Design-Build construction in the 2021-2025 timeframe. The City received a 20% subsidy from the TWDB towards the final interest rate which is estimated to be approximately 2.156% after the subsidy for the 2020 funds. The SWIFT loan program was created by the Texas Legislature to provide affordable, ongoing state financial assistance for projects in the state water plan. The program helps communities develop cost-effective water supplies by providing low-interest loans, extended repayment terms, deferral of loan repayments, and incremental repurchase terms. Through fiscal year 2019, SWIFT committed over $8.3 billion for projects across Texas. To apply for funding, entities must first submit an abridged loan application for their projects to be evaluated. The projects are ranked and the top projects that are within the limits of available funding are invited to submit a full application. Once the full application is evaluated and approved, TWDB offers financing through the loan program. The interest rate charged by the TWDB is based on the TWDB's cost of funds sold with the State of Texas' General Obligation AAA rating. The lending rate balances reasonable rates for TWDB customers that cover TWDB's cost of funds and risk exposure. Utilization of the TWDB funding option is being recommended especially since the interest rate that will be charged for these obligations is based on a AAA rating -- which is a higher rating than the City's AA-/Aa3 rating for its utility priority lien bonds and junior lien utility bonds —therefore resulting in a lower interest rate. In addition, the SWIFT loan program provides a percentage subsidy reducing the interest rate. The final step in the process is for the City to sign the Financing Agreement with the TWDB for the loan, which is due September 8, 2020, and then City Council will later consider an ordinance to issue debt to collateralize the loan. The debt sale will be a private placement with TWDB and the debt will be issued at a lower interest rate than the City could receive if the debt was sold on the open market. The City will bring the ordinance to issue the debt on October 13, 2020, and anticipates issuing the debt in November 2020. With this first portion of the loan, the City plans to execute the following items in FY 2021 . Task Q1 Q2 Q3 Q4 Environmental Studies for Corpus Christi Bay characterization X X X Environmental Permits (TCEQ, US Army Corps of Engineers) X X X X Land Acquisition, Easements, Right of Ways, and Site Mitigation X X X X Power Purchase Agreement X X X Develop Request for Qualifications RFQ contractorpre-qualifications)— X X Issue RFQ and Evaluate Contractor Submitters X X Develop Design-Build Request for Proposal (RFP) package X X X Issue Design-Build RFP X ALTERNATIVES: The alternative to applying for the SWIFT loan would be to secure alternative funding that is not offered through the SWIFT loan program. If we do not apply for the SWIFT loan program, even with the low interest rates we are experiencing at the present time, the City would not realize the low rates offered by the TWDB through the SWIFT loan program. As a result, the City would pay a higher rate of interest to fund the design and construction of the seawater desalination facility which could negatively affect utility rates. FISCAL IMPACT: There is no need for a utility rate adjustment in the foreseeable future to service the $11 ,425,000 loan. The City will receive a 20% reduction in interest rates as compared to traditional financing methods for the bonds issued in 2020, resulting in an estimated loan interest rate of 2.156%. This first year's funding is to finalize requirements and develop the Design-Build acquisition package, and the second year's funding is for Design-Build construction of the plant in the 2021-2025 timeframe. The City plans on issuing 30-year debt with level debt service amounts to secure the two loan amounts. Through the loan program, the City will sell the debt by private placement with TWDB and the debt will be issued at a lower interest rate than the City could receive if the debt was sold on the open market. The debt service will be paid primarily with revenue collected from the Drought Exemption Surcharge fee (66% of debt service), the Water Development Fund, and the remainder through capacity created by existing debt being paid in full and customer utility rate revenue. RECOMMENDATION: Staff recommends approval of the Financing Agreement with TWDB for funding of a Seawater Desalination Facility within the Inner Harbor to provide a future water supply through the SWIFT loan program. LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION NO. A RESOLUTION AUTHORIZING THE EXECUTION AND APPROVAL OF A FINANCING AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND THE TEXAS WATER DEVELOPMENT BOARD (TWDB) RELATED TO THE CITY'S ISSUANCE, SALE, AND DELIVERY OF CITY UTILTY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS IN AN AMOUNT NOT TO EXCEED $11,245,000 TO THE TWDB WITH PROCEEDS OF SAID BONDS TO BE USED FOR A CITY DESALINATION PROJECT AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Corpus Christi, Texas (the City) previously submitted an application to the Texas Water Development Board (the TWDB) for financial assistance from its State Water Implementation Fund Program (SWIFT); and WHEREAS, the TWDB Board approved the City's application requesting up to $11,425,000 in SWIFT financial assistance and as a condition precedent to secure this financing assistance the TWDB requires that the City enter into a Financing Agreement in substantially the form attached hereto as Exhibit A; and WHEREAS, in accordance with the rules and regulations of the TWDB Board, which govern the procedures in making this SWIFT application, the City Council (the Council) of the City is required to pass a resolution authorizing the execution of the Financing Agreement; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: 1. The Council authorizes the execution of a Financing Agreement between the City and the TWDB in substantially the form attached hereto as Exhibit A. The Mayor, City Manager, each Assistant City Manager, Chief Financial Officer, Director of Financial Services, City Secretary, City Attorney, and Water Resource Manager of the City (each, an Authorized Official) are also hereby authorized to approve any amendments or revisions to this Financing Agreement. 2. Each Authorized Official is hereby authorized to execute and submit to the TWDB the Financing Agreement, and together with Bond Counsel, Financial Advisor, and consulting engineers named in the SWIFT application, are authorized to appear before the TWDB in support of such SWIFT application and the Financing Agreement. 3. Each Authorized Official is further specifically authorized to make the required assurances to the TWDB in accordance with the rules, regulations, and policies of the TWDB. 4. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Council. 100846480.5 5. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. 6. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. 7. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Council hereby declares that this Resolution would have been enacted without such invalid provision. 8. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. 9. This Resolution shall take effect immediately upon its passage. 100846480.5 2 PASSED, ADOPTED AND APPROVED on the 25th day of August, 2020. CITY OF CORPUS CHRISTI, TEXAS Mayor Attest: City Secretary (SEAL) APPROVED THIS 25th DAY OF AUGUST, 2020: City Attorney 100846480.5 THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI § 1, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of a resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 25th day of August, 2020, authorizing the City to approve a financing agreement with the Texas Water Development Board, which resolution is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL OF SAID CITY, THIS THE 25TH DAY OF AUGUST, 2020. City Secretary (SEAL) 100846480.5 -4- That the foregoing resolution was read for the first time and passed on this the 25th day of August, 2020, by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Everett Roy Ben Molina Roland Barrera Greg Smith Gil Hernandez PASSED AND APPROVED, this the 25th day of August, 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor 100846480.5 5 EXHIBIT A Financing Agreement See Tab No. 100846480.5 A-1 �� to FINANCING AGREEMENT This FINANCING AGREEMENT (Agreement) is entered into between the TEXAS WATER DEVELOPMENT BOARD (TWDB), an agency of the State of Texas, and the CITY OF CORPUS CHRISTI (City). The TWDB and the City may be referred to as the "Party"or "Parties"in this Agreement. RECITALS WHEREAS,the TWDB adopted Resolution No. 20-068 (Attachment A, referred to as the Resolution) on July 23, 2020, making a commitment to the City for financial assistance in the amount of$222,475,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) administered by the TWDB; and WHEREAS,through this Agreement,the City intends to sell to the TWDB the City's $11,425,000 City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, New Series 2020C (City's Bonds) for the TWDB's financial assistance from the SWIRFT, as further described in Attachment B; and WHEREAS,the City shall execute (a) separate financing agreement(s) for the remaining amount(s) of the commitment made in the Resolution at a date or dates to be determined by the Executive Administrator of the TWDB; and WHEREAS,the SWIRFT is funded in part with proceeds of the expected issuance of TWDB's revenue bonds (SWIRFT Bonds), issued under authority of Texas Water Code §§ 15.472 and 15.475, and Texas Constitution,Article III, Section 49-d-13; and WHEREAS,the SWIRFT Bonds are additionally secured by money made available under the terms of a bond enhancement agreement executed under authority of Texas Water Code §§ 15.434 and 15.435, and Texas Constitution,Article III, Section 49-d-12; and WHEREAS,the SWIRFT is funded, in part,with money received as repayment of financial assistance provided from the SWIRFT, under Texas Water Code § 15.472,which is Page 1 of 9 used to pay the principal and interest on the SWIRFT Bonds, under Texas Water Code § 15.474, and Texas Constitution,Article III, Section 49-d-13(d) and (f); and WHEREAS,the Resolution provides that funding the commitment is contingent on future sales of SWIRFT Bonds designated by the TWDB; and WHEREAS,the TWDB intends to provide financial assistance from the SWIRFT to the City with proceeds of SWIRFT Bonds designated by the TWDB; and WHEREAS,the TWDB and the City desire to enter into this Agreement to set forth the obligations of the Parties with respect to the TWDB providing financial assistance to the City consistent with the desire of the TWDB to issue SWIRFT Bonds to provide money for the SWIRFT. NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement,the TWDB and the City agree as follows: AGREEMENT SECTION 1. MUTUAL COMMITMENTS.As further described in the Resolution,the TWDB committed to the City and the City hereby commits to borrow from the TWDB an amount not to exceed $11,425,000 from the SWIRFT to be evidenced by the issuance and delivery of City Bonds to the TWDB consistent with the terms and conditions described in this Agreement,Attachment A,Attachment B, and Attachment C. SECTION 2. TRANSACTION SCHEDULE AND PRICING. By execution of this Agreement,the City acknowledges and represents that it has a current need for financial assistance from the TWDB and shall take all necessary steps to issue and deliver the City Bonds to evidence the commitment described in Section 1. The City further acknowledges and understands that the TWDB is entering into this Agreement for the sole purpose of issuing SWIRFT Bonds to fund the TWDB commitment described in the Resolution and in this Agreement. The City acknowledges that the SWIRFT Bonds, the subject of this Agreement, are being issued for the purpose of funding the City's requested financial assistance. With respect to the City Bonds and the SWIRFT Bonds,the Parties agree to structure such public securities in a manner that will allow for substantially similar terms, redemption provisions, and related matters to allow the TWDB to timely pay the debt service on the SWIRFT Bonds. The foregoing notwithstanding,the TWDB consents to early redemption, or prepayment of the City Bonds, as provided for in this Agreement and the Resolution. The Page 2 of 9 City Bonds may be prepaid by the City on any date beginning on or after the first scheduled interest payment date that occurs no earlier than 10 years from the dated date of the City Bonds. To confirm the terms of the City Bonds and the SWIRFT Bonds,the City shall execute this Agreement. In order to mutually assure the performance of the Parties under this Agreement, the Parties agree that the issuance and delivery of the SWIRFT Bonds and the issuance and delivery of the City Bonds to TWDB shall occur not more than fifty-seven (57) days apart as reflected in Attachment C. Notwithstanding the foregoing, the Parties intend and expect that the TWDB issue and deliver its SWIRFT Bonds approximately sixteen (16) days after execution of the TWDB's Bond Purchase Agreement or such date as may be mutually agreed to in Attachment C. SECTION 3. BINDING COMMITMENT. The TWDB agrees to take all necessary steps to issue the SWIRFT Bonds for the purposes described in this Agreement and in the Resolution upon receipt of this Agreement,which shall be signed and delivered by the City to the Executive Administrator of the TWDB at least thirteen (13) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C. The City acknowledges that the schedule provided in Attachment C is a best estimate by the TWDB and is subject to change by the TWDB. The TWDB expressly reserves the right to modify Attachment C at any time and shall provide the City with an updated Attachment C as soon as practicable upon any modification; provided that, if such modification of Attachment C occurs before the initiation of pricing of the SWIRFT Bonds and such modification results in an earlier scheduled pricing date, no such modification of Attachment C may result in the City having fewer than five (5) days between the receipt of the modified schedule and the TWDB posting the Preliminary Official Statement for the SWIRFT Bonds. SECTION 4. TERMINATION &BREACH OF AGREEMENT. A. The Parties agree that the City may terminate this Agreement in writing at anytime prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C,with no penalty. B. The City understands and agrees that the City may terminate this Agreement in writing between six (6) days and four (4) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 22, 2020) as set forth in Attachment C, provided the City agrees to reimburse the TWDB from lawfully available funds of the City for its proportional share of transaction costs incurred by the TWDB, such as,but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs Page 3 of 9 pertaining to the SWIRFT Bonds in an amount not to exceed $13,123 (Transaction Cost Payment). The City shall be obligated to pay such costs to the TWDB no later than March 8, 2021. C. The City understands and agrees that the City may terminate this Agreement in writing within three (3) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Daylight Time on the day before the TWDB Bond Pricing, provided the City agrees to pay from lawfully available funds 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement to the TWDB (Pre-pricing Termination Payment), and additionally shall reimburse the TWDB from lawfully available funds of the City its Transaction Cost Payment. The City shall be obligated to pay such costs to the TWDB no later than March 8, 2021. The City understands and agrees that termination under this section will result in a total penalty amount of$127,373. D. The City understands and agrees that TWDB would suffer and incur severe and irreparable damages if the City Bonds are not issued and delivered. If the City fails to issue the City Bonds by the date specified in Attachment C, as contemplated in this Agreement, it shall be a breach of this Agreement and the City shall pay, from lawfully available funds of the City, a "Post-pricing Termination Payment"to the TWDB. The Post-pricing Termination Payment shall be an amount equal to 5.0 percent of the amount of the commitment authorized in Section 1 of this Agreement. The City shall be obligated to pay the Post-pricing Termination Payment to the TWDB no later than March 8, 2021. The City shall also reimburse the TWDB from lawfully available funds of the City, its Transaction Cost Payment, plus the City's proportional share of the underwriters' discount incurred by the TWDB, no later than March 8, 2021. The City understands and agrees that failure by the City to issue the City Bonds by the date specified in Attachment C,will result in a total penalty amount pursuant to this section not to exceed $633,193. SECTION S.AMORTIZATION STRUCTURE. The City shall provide the TWDB a maturity schedule in the form set forth in Attachment B at the time of execution of this Agreement.A final amortization structure will be required at least seven (7) days before the initiation of pricing of the SWIRFT Bonds in accordance with the provisions of this Agreement. The par amount included in Attachment B may be revised, subject to approval by the Executive Administrator of the TWDB, at any time prior to the seventh (7th) day before the initiation of pricing of the SWIRFT Bonds with no penalty. Page 4 of 9 SECTION 6. CONTINGENCIES. A. The Parties agree that the TWDB's obligation to purchase the City's securities with the SWIRFT is contingent upon the TWDB receiving all legally required approvals for the issuance of the SWIRFT Bonds from the Legislative Budget Board, the Bond Review Board, and the Texas Attorney General. The TWDB's obligation to purchase the City's securities with the SWIRFT is also contingent upon the purchase and delivery of the SWIRFT Bond proceeds by the underwriters pursuant to the Bond Purchase Agreement relating to the SWIRFT Bonds. Accordingly, if any contingency described in the preceding paragraph above is unmet, the TWDB, upon delivery of written notice thereof to the City, may extend or terminate this Agreement together with all of its obligations and duties without incurring any cost, fee, or penalty for either the TWDB or the City. B. The Parties agree that the City's obligation to issue and deliver the City Bonds is contingent upon approval by the Texas Attorney General of the City Bonds. The City agrees to use its best efforts to obtain approval by the Texas Attorney General of the City Bonds to satisfy the closing requirements set forth in Section 2 of this Agreement. To this end,the City agrees as follows: (1) City shall timely file the transcript of proceedings for the City Bonds with the Texas Attorney General in accordance with the schedule contained in Attachment C; (2) City shall comply with the requirements and conditions contained in the Resolution; (3) City shall provide the TWDB with a copy of the preliminary approval letter from the Texas Attorney General promptly upon receipt; (4) City shall provide the TWDB with a copy of its responses to the preliminary approval letter concurrently with the submission of such responses to the Texas Attorney General; and (5) City shall allow TWDB to brief the Texas Attorney General on any issues noted in the preliminary approval letter and initiate or participate in conferences with the Texas Attorney General related to the approval of the City Bonds. Page 5 of 9 Accordingly, if, after the City employs its best efforts to obtain approval by the Texas Attorney General and such approval cannot be obtained by the date specified in Attachment C, as a matter of law,the TWDB, as a matter of law, at its sole discretion, may terminate this Agreement and upon termination the City shall pay, from any of its lawfully available funds,the Post-pricing Termination Payment no later than March 8, 2021, as provided in Section 4D. The City shall also reimburse the TWDB from lawfully available funds of the City its Transaction Cost Payment plus the City's proportional share of the underwriters' discount no later than March 8, 2021. The City understands and agrees that if the City does not obtain approval from the Texas Attorney General and issue its City Bonds by the date specified in Attachment C, it will be subject to a total penalty amount pursuant to this section not to exceed $633,193. SECTION 7. REDEMPTION OF OUTSTANDING DEBT. Proceeds of the City Bonds shall not be used, in whole or in part,to redeem outstanding bonds, commercial paper, or other obligations issued by the City. The City agrees that it will not take or fail to take any action that will cause the SWIRFT Bonds to be considered to be advance refunding bonds under Section 149(d) of the Internal Revenue Code of 1986, as amended. SECTION 8. NOTICES.All notices, agreements or other communications required hereunder shall be given, and shall be deemed given,when delivered in writing to the address, facsimile or email of the identified Party or Parties set forth below: Texas Water Development Board City of Corpus Christi Development Fund Manager Attn: Esteban (Steve) Ramos P.O. Box 13231 P.O. Box 9277 Austin, Texas 78711-3231 Corpus Christi, TX 78469-9277 Telephone: (512) 475-4584 Telephone: (361) 826-3294 Facsimile: (512) 475-2053 E-mail: estebanr2@cctexas.com SECTION 9. SEVERABILITY. In the event any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable, or otherwise affect any of its other provisions. SECTION 10.AMENDMENTS, SUPPLEMENTS,AND MODIFICATIONS. Other than the changes allowed under Section 3 and Section 5, this Agreement may be amended, supplemented, or modified only in a writing executed by duly authorized representatives of the Parties. SECTION 11.APPLICABLE LAW. This Agreement and any amendments shall be governed by and construed in accordance with the laws of the State of Texas. Page 6 of 9 SECTION 12. STATE AUDIT. By executing this Agreement and delivering the City Bonds, the City accepts the authority of the Texas State Auditor's Office to conduct audits and investigations in connection with all state funds received pursuant to this Agreement. The City shall comply with any directive from the Texas State Auditor and shall cooperate in any such investigation or audit. The City agrees to provide the Texas State Auditor with access to any information the Texas State Auditor considers relevant to the investigation or audit. SECTION 13. FORCE MAJEURE. Either Party to this Agreement may be excused from performance under this contract for any period when performance is prevented as the result of an act of God, strike,war, civil disturbance, or epidemic, provided that the Party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the Party's control to ensure performance and to shorten the duration of the event of Force Majeure. The Party suffering an event of Force Majeure shall provide notice of the event to the other Party as soon as practicable but not later than five business days after the event. Subject to this provision, such nonperformance shall not be deemed a breach or a ground for termination. SECTION 14. EFFECTIVE DATE. This Agreement shall be effective as of the date of the last signature below. SECTION 15. BINDING AGREEMENT. The execution of this Agreement has been authorized by the governing boards of both Parties. The individuals executing this Agreement have the legal authority to bind each respective Party to the terms and conditions of this Agreement. The respective commitments of the TWDB and the City set forth above shall be binding upon the TWDB and the City upon both Parties' execution of this Agreement. [Remainder of Page Intentionally Left Blank] Page 7 of 9 EXECUTED in multiple counterparts, each of which shall be deemed to be an original. CITY OF CORPUS CHRISTI By: Name: Title: Date: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2020 by in his/her capacity as on behalf of (SEAL) Notary Public, State of Texas Page 8 of 9 TEXAS WATER DEVELOPMENT BOARD By: Name: Jeff Walker Title: Executive Administrator Date: STATE OF TEXAS COUNTY OF TRAVIS This instrument was acknowledged before me on the day of 2020, by Jeff Walker in his capacity as Executive Administrator of the Texas Water Development Board, an agency of the State of Texas, on behalf of said agency. (SEAL) Notary Public, State of Texas Page 9 of 9 ATTACHMENT A TWDB RESOLUTION NO. 20-068 Attachment A, Page 1 of 9 A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE TO CITY OF CORPUS CHRISTI IN THE FORM OF A MULTI-YEAR COMMITMENT FROM THE STATE WATER IMPLEMENTATION REVENUE FUND FOR TEXAS THROUGH THE PROPOSED PURCHASE OF $222,475,000 CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, PROPOSED SERIES 2020 AND PROPOSED SERIES 2021 (20-068) WHEREAS,the City of Corpus Christi (City) has filed an application for financial assistance in the amount of$222,475,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) to finance the planning, acquisition, design, and construction of certain water supply project(s) identified as Project No. 51052 (Project); and WHEREAS,the City seeks financial assistance from the Texas Water Development Board (TWDB) in the form of a multi-year commitment through the TWDB's proposed purchase of$222,475,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Proposed Series 2020 and 2021, (together with all authorizing documents (Obligations)), all as is more specifically set forth in the application and in recommendations of the Executive Administrator's staff; and WHEREAS,the City has offered a pledge of a junior lien on the net revenues of the City's utility system as sufficient security for the repayment of the Obligations; and WHEREAS,the commitment is approved for funding under the TWDB's pre-design funding option, and initial and future releases of funds are subject to 31 TAC § 363.1307; WHEREAS, subject to the City's use of an approved debt service structure, interest rate subsidies are available to the City for State Fiscal Year 2020 at up to the following levels: 35% for financial assistance for a term of 20 years, 25% for financial assistance for a term of 21 to 25 years, and 20%for financial assistance for a term of 26 to 30 years. The interest rate subsidy applicable to each proposed series will be set through each financing agreement executed between the TWDB and the City; and WHEREAS,the TWDB hereby finds: 1. that the application and assistance applied for meet the requirements of Texas Water Code, Chapter 15, Subchapters G and H and 31 TAC Chapter 363, Subchapters A and M; 2. that the Project is a recommended water management strategy project in the State Water Plan adopted pursuant to Texas Water Code § 16.051, in accordance with Texas Water Code § 15.474(a); Attachment A, Page 2 of 9 3. that a water conservation plan has been submitted and implemented in accordance with Texas Water Code § 16.4021 and 31 TAC § 363.1309(b)(1); and 4. that the City has acknowledged its legal obligation to comply with any applicable requirements of federal law relating to contracting with disadvantaged business enterprises and any applicable state law relating to contracting with historically underutilized businesses, in accordance with Texas Water Code § 15.435(h) and 31 TAC § 363.1309(b)(3). NOW THEREFORE,based on these findings,the TWDB resolves as follows: A commitment is made by the TWDB to City of Corpus Christi for financial assistance in the amount of$222,475,000 from the State Water Implementation Revenue Fund for Texas,to be evidenced by the TWDB's proposed purchase of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds in one or more series as follows: a) $11,425,000 Proposed Series 2020, to expire on December 31, 2020; and b) $211,050,000 Proposed Series 2021, to expire on December 31, 2021; Such commitment is conditioned as follows: Standard Conditions: 1. this commitment is contingent on a future sale of bonds by the TWDB or on the availability of funds on hand; 2. this commitment is contingent upon the issuance of a written approving opinion of the Attorney General of the State of Texas stating that the City has complied with all of the requirements of the laws under which said Obligations were issued; that said Obligations were issued in conformity with the Constitution and laws of the State of Texas; and that said Obligations are valid and binding obligations of the City; 3. this commitment is contingent upon the City's continued compliance with all applicable laws, rules, policies, and guidance as these may be amended from time to time to adapt to a change in law, in circumstances, or any other legal requirement; 4. this commitment is contingent upon the City executing a separate financing agreement, approved as to form and substance by the Executive Administrator, and submitting that executed agreement to the TWDB consistent with the terms and conditions described in the financing agreement; S. this commitment is contingent upon the City providing a current proforma of the City's proposed revenue to the Executive Administrator each year prior to closing; Attachment A, Page 3 of 9 6. interest rate subsidies for non-level debt service structure are subject to adjustment by the Executive Administrator; 7. the City shall use a paying agent/registrar in accordance with 31 TAC § 363.42(c)(2), and shall require the paying agent/registrar to provide a copy of all receipts documenting debt service payments to the TWDB and to the TWDB's designated Trustee; The Following Conditions Must Be Included in the Obligations: 8. the Obligations must provide that the Obligations can be called for early redemption on any date beginning on or after the first interest payment date that is 10 years from the dated date of the Obligations, at a redemption price of par,together with accrued interest to the date fixed for redemption; 9. The Obligations must provide that the City will comply with all applicable TWDB laws and rules related to the use of the financial assistance; 10. The Obligations must provide that the City will comply with the conditions included in the TWDB environmental finding,when issued; 11. The Obligations must contain a provision requiring the City to maintain insurance coverage sufficient to protect the TWDB's interest in the project; 12. the Obligations must include a provision wherein the City, or an obligated person for whom financial or operating data is presented to the TWDB in the application for financial assistance either individually or in combination with other issuers of the City's Obligations or obligated persons, will, at a minimum, regardless of the amount of the Obligations, covenant to comply with requirements for continuing disclosure on an ongoing basis substantially in the manner required by Securities and Exchange Commission (SEC) in 17 CFR§ 240.15c2-12 (Rule 15c2-12) and determined as if the TWDB were a Participating Underwriter within the meaning of such rule, such continuing disclosure undertaking being for the benefit of the TWDB and the beneficial owners of the City's Obligations, if the TWDB sells or otherwise transfers such Obligations, and the beneficial owners of the TWDB's bonds if the City is an obligated person with respect to such bonds under SEC Rule 15c2-12; 13. the Obligations must include a provision requiring the City to use any proceeds from the Obligations that are determined to be surplus proceeds remaining after completion of the Project and completion of a final accounting in a manner approved by the Executive Administrator; 14. the Obligations must contain a provision that the TWDB may exercise all remedies available to it in law or equity, and any provision of the Obligations that restricts or limits the TWDB's full exercise of these remedies shall be of no force and effect; Attachment A, Page 4 of 9 15. financial assistance proceeds are public funds and, as such,the Obligations must include a provision requiring that these proceeds shall be held at a designated state depository institution or other properly chartered and authorized institution in accordance with the Public Funds Investment Act, Government Code, Chapter 2256, and the Public Funds Collateral Act, Government Code, Chapter 2257; 16. financial assistance proceeds shall not be used by the City when sampling, testing, removing, or disposing of contaminated soils and/or media at the Project site. The Obligations shall include an environmental indemnification provision wherein the City agrees to indemnify, hold harmless and protect the TWDB from any and all claims, causes of action or damages to the person or property of third parties arising from the sampling, analysis,transport, storage,treatment, recycling and disposition of any contaminated sewage sludge, contaminated sediments and/or contaminated media that may be generated by the City, its contractors, consultants, agents, officials and employees as a result of activities relating to the Project to the extent permitted by law; 17. the Obligations must include a provision stating that the City shall report to the TWDB the amounts of Project funds, if any,that were used to compensate historically underutilized businesses that worked on the Project, in accordance with 31 TAC § 363.1312; 18. the Obligations must contain a provision that the TWDB will purchase the Obligations, acting through the TWDB's designated Trustee, and the Obligations shall be registered in the name of Cede & Co. and closed in book-entry form in accordance with 31 TAC § 363.42(c)(1); 19. the Obligations must contain a provision stating that the City shall abide by all applicable construction contract requirements related to the use of iron and steel products produced in the United States, as required by Texas Government Code, Chapter 2252, Subchapter G and Texas Water Code § 17.183; 20. the Obligations must include a provision prohibiting the City from using the proceeds of this financial assistance in a manner that would cause the Obligations to become "private activity bonds"within the meaning of§ 141 of the Internal Revenue Code as amended (Code) and the Treasury Regulations promulgated thereunder (Regulations); 21. the Obligations must provide that no portion of the proceeds of the financial assistance will be used, directly or indirectly, in a manner that would cause the Obligations to be "arbitrage bonds"within the meaning of§ 148(a) of the Code and Regulations, including to acquire or to replace funds that were used, directly or indirectly,to acquire Nonpurpose Investments (as defined in the Code and Regulations) that produce a yield materially higher than the yield on the TWDB's bonds that are issued to provide financing for the financial assistance (Source Series Bonds), other than Nonpurpose Investments acquired with: Attachment A, Page 5 of 9 a. proceeds of the TWDB's Source Series Bonds invested for a reasonable temporary period of up to three (3) years after the issue date of the Source Series Bonds until such proceeds are needed for the facilities to be financed; b. amounts invested in a bona fide debt service fund,within the meaning of § 1.148-1(b) of the Regulations; and C. amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed the least of maximum annual debt service on the Obligations, 125% of average annual debt service on the Obligations, or 10 percent of the stated principal amount(or, in the case of a discount, the issue price) of the Obligations; 22. the Obligations must include a provision requiring the City take all necessary steps to comply with the requirement that certain amounts earned on the investment of gross proceeds of the Obligations be rebated to the federal government in order to satisfy the requirements of§ 148 of the Code. The Obligations must provide that the City will: a. account for all Gross Proceeds, as defined in the Code and Regulations, (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 retain all records of such accounting for at least six years after the final Computation Date. The City may, however,to the extent permitted by law, commingle Gross Proceeds of its financial assistance with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith; b. calculate the Rebate Amount, as defined in the Code and Regulations, with respect to its financial assistance, not less frequently than each Computation Date, in accordance with rules set forth in § 148(f) of the Code, § 1.148-3 of the Regulations, and the rulings thereunder. The City shall maintain a copy of such calculations for at least six years after the final Computation Date; C. as additional consideration for providing financial assistance, and in order to induce providing financial assistance by measures designed to ensure the excludability of the interest on the TWDB's Source Series Bonds from the gross income of the owners thereof for federal income tax purposes, pay to the United States the amount described in paragraph (b) above within 30 days after each Computation Date; d. exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (b) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time Attachment A, Page 6 of 9 thereafter, including payment to the United States of any interest and any penalty required by the Regulations; 23. the Obligations must include a provision prohibiting the City from taking any action that would cause the interest on the Obligations to be includable in gross income for federal income tax purposes; 24. the Obligations must provide that the City will not cause or permit the Obligations to be treated as "federally guaranteed" obligations within the meaning of§ 149(b) of the Code; 25. the Obligations must contain a covenant that the City will refrain from using the proceeds of the Obligations to pay debt service on another issue of obligations of the borrower in contravention of section 149(d) of the Code (related to "advance refundings"); 26. the Obligations must provide that neither the City nor a related party thereto will acquire any of the TWDB's Source Series Bonds in an amount related to the amount of the Obligations to be acquired from the City by the TWDB; 27. The Obligations shall be on parity with any existing obligations that are secured with the same pledge of security as the proposed Obligations; and 28. the Obligations shall be governed by the additional debt test and reserve requirement as provided in the outstanding$2,750,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017 held by the TWDB. Conditions to Close or for Release of Funds: 29. prior to closing, the City shall submit documentation evidencing the adoption and implementation of sufficient system rates and charges or, if applicable,the levy of an interest and sinking tax rate sufficient for the repayment of all system debt service requirements; 30. prior to closing, if not previously provided with the application,the City shall submit executed contracts for engineering and, if applicable, financial advisor and bond counsel, for the Project that are satisfactory to the Executive Administrator. Fees to be reimbursed under the contracts must be reasonable in relation to the services performed, reflected in the contract, and acceptable to the Executive Administrator; 31. prior to closing, when any portion of financial assistance is to be held in escrow or in trust,the City shall execute an escrow agreement or trust agreement, approved as to form and substance by the Executive Administrator, and shall submit that executed agreement to the TWDB; Attachment A, Page 7 of 9 32. prior to closing,the City's bond counsel must prepare a written opinion that states that the interest on the Obligations is excludable from gross income or is exempt from federal income taxation. Bond counsel may rely on covenants and representations of the City when rendering this opinion; 33. prior to closing,the City's bond counsel must prepare a written opinion that states that the Obligations are not"private activity bonds." Bond counsel may rely on covenants and representations of the City when rendering this opinion; 34. the transcript must include a No Arbitrage Certificate or similar Federal Tax Certificate setting forth the City's reasonable expectations regarding the use, expenditure, and investment of the proceeds of the Obligations; 35. the transcript must include evidence that the information reporting requirements of § 149(e) of the Internal Revenue Code will be satisfied. This requirement may be satisfied by filing an IRS Form 8038 with the Internal Revenue Service. In addition, the applicable completed IRS Form 8038 or other evidence that the information reporting requirements of§ 149(e) have been satisfied must be provided to the Executive Administrator within fourteen (14) days of closing. The Executive Administrator may withhold the release of funds for failure to comply; PROVIDED, however,the commitment is subject to the following special conditions: 36. prior to the release of funds for the costs of planning, engineering, architectural, legal,title, fiscal, economic investigation, studies, surveys, or designs for that portion of the Project that proposes surface water or groundwater development,the Executive Administrator must have either issued a written finding that the City has the right to use the water that the Project financed by the TWDB will provide or a written determination that a reasonable expectation exists that such a finding will be made before the release of funds for construction; 37. prior to the release of construction funds for that portion of a Project that proposes surface water or groundwater development, the Executive Administrator must have issued a written finding that the City has the right to use the water that the Project financed by the TWDB will provide; APPROVED and ordered of record this,the 23rd day of July, 2020. TEXAS WATER DEVELOPMENT BOARD Peter M. Lake, Chairman DATE SIGNED: Attachment A, Page 8 of 9 ATTEST: Jeff Walker, Executive Administrator Attachment A, Page 9 of 9 ATTACHMENT B DESCRIPTION OF BORROWER BONDS Title of Borrower Bonds: $11,425,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Proposed Series 2020 Project Name: Seawater Desalination Project Number: 51052 Aggregate Principal Amount of Borrower Bonds: $11,425,000 Anticipated Closing Date: 12/2/2020 Dated Date: 12/2/2020 First Principal Payment Date: 7/15/2022 First Interest Payment Date: 7/15/2021 Maturity Schedule: Maturity Principal Amount 7/15/2022 $330,000 7/15/2023 $330,000 7/15/2024 $335,000 7/15/2025 $335,000 7/15/2026 $335,000 7/15/2027 $340,000 7/15/2028 $340,000 7/15/2029 $340,000 7/15/2030 $345,000 7/15/2031 $350,000 7/15/2032 $350,000 7/15/2033 $355,000 7/15/2034 $365,000 7/15/2035 $370,000 7/15/2036 $375,000 7/15/2037 $385,000 7/15/2038 $390,000 7/15/2039 $400,000 7/15/2040 $405,000 7/15/2041 $415,000 7/15/2042 $425,000 7/15/2043 $435,000 7/15/2044 $445,000 Attachment B, Page 1 of 2 7/15/2045 $460,000 7/15/2046 $470,000 7/15/2047 $480,000 7/15/2048 $495,000 7/15/2049 $505,000 7/15/2050 $520,000 Attachment B, Page 2 of 2 ATTACHMENT C FINANCING SCHEDULE DATE ACTION 07/23/2020 TWDB approval of commitments 09/07/2020 Labor Day Holiday** Financing agreement-last day to execute 09/08/2020 13 days prior to initiation o ricin Financing agreement(Sec. 4A) -last day political subdivisions can terminate without penalty 09/14/2020 7 days prior to initiation of ricin Financing agreement(Sec. 5) -last day political subdivisions can modify maturity schedule 09/14/2020 7 days prior to initiation of ricin Financing agreement(Sec. 4B) -last day political subdivisions can 09/17/2020 terminate with costs of issuance 4 days prior to initiation of ricin Financing agreement(Sec. 4C) -before 9:00 a.m.political subdivisions can terminate with costs of issuance and 1%penalty(1 day prior to 09/21/2020 pricing). 09/21/2020 TWDB bond pricing initiation (pre-pricing begins) 09/22/2020 TWDB bond pricing 10/01/2020 TWDB approves interest rates available to political subdivisions Political subdivisions adopt bond documents and/or board Various participation agreements Political subdivisions submit transcripts to Texas Attorney General in Various preparation of closing 10/08/2020 TWDB bond closing(political subdivisions must close within 57 days) 10/09/2020 to 12/04/20 Closings on political subdivision obligations 10/12/2020 Columbus Day Holiday TWDB open)** 11/11/2020 Veteran's Day Holiday** 11/26/2020 Thanksgiving Holiday** 11/27/2020 Thanksgiving Holiday** 12/04/2020 Last day to close on political subdivision obligations Financing agreement(Sec. 41)) -penalty applied to any political subdivision failing to issue debt Start of post-pricing termination payment period (includes costs of 12/04/2020 issuance,underwriters'discount and 5%penalty) 03/08/2021 Last due date for penalty payments *-Preliminary-subject to change "State agency holidays are reflected to show when TWDB is closed; they are counted towards deadlines, Attachment C, Page 1 of 1 Texas Water Development Board P.O. Box 13231, 1700 N. Congress Ave. Austin,TX 78711-3231,www.twdb.texas.gov Phone(512)463-7847, Fax(512)475-2053 April 9, 2020 Mr. Esteban Ramos Water Resource Manager City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469 Re: City of Corpus Christi SWIFT PIF #13268 - Seawater Desalination Plant State Water Implementation Fund for Texas - Invitation to Apply Dear Mr. Ramos: Thank you for submitting an abridged application for financial assistance through the State Water Implementation Fund for Texas (SWIFT) program on behalf of the City of Corpus Christi. The abridged applications received for the current funding cycle have been prioritized according to the criteria outlined in 31 TAC §363.1304, and the Texas Water Development Board approved the prioritization on April 9, 2020. We are pleased to extend the City of Corpus Christi an invitation to submit a complete application for financial assistance through the SWIFT program.All applicants have 30 days to submit their applications. The deadline for receipt of the complete application is 5:00pm, Central Daylight Time, on Monday, May 11, 2020.At this time, the invited amount and type of SWIFT funding eligible to be included in the application is summarized below. This prioritization approval does not constitute a funding commitment and is contingent on the financial and technical review of the complete application. Terms and conditions, including applicable interest rate subsidies will be set prior to or at the time of commitment. Invitation Amount and Type of Funding: • Total: $222,475,000 Low-Interest Loan 0 2020: $11,425,000 0 2021: $211,050,000 Applications may be submitted through our online loan application system or as traditional hard copies. To download application documents or access the online system, please visit our Financial Assistance Application web page. Our Mission Board Members To provide leadership,information,education,and Peter Lake, Chairman I Kathleen Jackson, Board Member I Brooke T. Paup, Board Member support for planning,financial assistance,and outreach for the conservation and responsible ; development of water for Texas Jeff Walker, Executive Administrator SWIFT Application Invitation Letter April 9, 2020 Page 2 In accordance with Texas Water Code §16.0121, water systems are required to provide regular water loss audits to the TWDB, which are used to calculate a Water Loss Threshold for each system. Then next annual water loss audits are due to the TWDB on May 1, 2020, and these will be used as part of the SWIFT application evaluation. Please visit our Water Loss Audit Resources web page for more information. Please direct any questions or concerns regarding the application, commitment process, and closing processes to Mireya Loewe, Manager, Regional Project Team 6. Please contact Mireya to discuss your project in greater detail and to schedule a pre-application meeting if you have not already done so. If approved, Mireya's team will work with you throughout the life of your project and maybe reached at Mireya.Loewe@twdb.texas.gov or (512) 475- 0590. r (512) 475- 0590. We look forward to working with the City of Corpus Christi on the next steps toward implementing this important project. Thank you again for your interest in the SWIFT program. Sincerely, Jessica Pena Zuba Deputy Executive Administrator Texas Water Development Board Cc: Mireya Loewe, Manager, Regional Project Team 6 Texas Water Development Board P.O.Box 13231, 1700 N.Congress Ave. Austin,TX 78711-3231,www.twdb.tex2s.gov Phone(512)463-7847, Fax(512)475-2053 July 29, 2020 Mr. Esteban Ramos Water Resources Manager City of Corpus Christi P.O. Box 9277 Corpus Christi,Texas 78469 Re: Seawater Desalination TWDB Project No. 51052 Closing Requirements State Water Implementation Revenue Fund for Texas Financial Commitment LM201158- $11,425,000 Financing LM211158 - $211,050,000 Financing Dear Mr.Ramos: Thank you for utilizing the Texas Water Development Board (TWDB) financial assistance programs. On July 23, 2020,TWDB approved the City's financial assistance request. A copy of the TWDB resolution is enclosed. The news release is located at: httl2s://texaswaternewsroom.org/12ressreleases/index.html. The financial assistance commitment expires as follows: Multi-Year Commitment: Expiration Date LM201158-$11,425,000 Proposed Series 2020 December 31, 2020 LM211158-$211,050,000 Proposed Series 2021 December 31, 2021 The loan will become effective with the TWDB's purchase of your bonds. You may be required to execute a financing agreement that will be provided under separate cover. Using the outline provided below,please create a schedule for closing the loan and receiving the funds. Deadlines are listed in business days. Documentation or Event Deadline Due To business da s 1. Bond ordinance,draft 20 business days prior to adoption date TWDB Attorney 2. Interest rates for bond ordinance* 5 business days prior to adoption date Borrower Bond ordinance adoption 3. Budget for the release of funds at closing** 18 business days prior to closing date TWDB Engineering Reviewer 4. Escrow Release Authorization 13 business days prior to closing date Borrower S. Final closing documents(see below) 8 business days prior to closing date TWDB Financial Analyst and TWDB Attorney Closing *Interest rates expire forty-five(45)days afteryour adoption date. **/f'required,a templatefbran outlay report and instructions will be provided. Our Mission Board Members Leading the state's efforts in ensuring Peter M.Lake,Chairman I Kathleen Jackson, Board Member I Brooke T. Paup, Board Member a secure water future for Texas Jeff Walker, Executive Administrator Mr. Esteban Ramos,Water Resource Manager City of Corpus Christi Page 2 Prior to submitting draft documents, please provide to your TWDB financial analyst the dates for your bond ordinance adoption and preferred closing date. If you would like to schedule a closing conference call to go over the process,you may contact the TWDB financial analyst or Team Manager. Required closing documents and TWDB team contact information are shown below. Required final closing documents: • Bond Ordinance or Resolution adopting the issuance • Attorney General Opinion (5 business days prior) • Comptroller's Certificate (5 business days prior) • Debt Service Schedule • Executed Escrow Agreement • Financial Advisor's Closing Instructions • Executed Paying Agent Agreement • Private Placement Memorandum-with all attachments • Sufficiency of Funds Statement • Vendor Identification Form • Blanket Issuer Letter of Representations (BLOR) • Bond Counsel Opinion • No Litigation Certificate • No Arbitrage/Federal Tax Certificate Our team looks forward to working with you to make this a successful project. Please include the project number listed above when sending correspondence related to this project. If you have any questions or seek additional information,you may contact any of the team members or me at mireya.loewe@twdb.texas.gov or 512475-0590. Team members contact information: Francia Harutunian, Senior Engineer, 512/463-8271 Arnoldo Rubio,Financial Analyst, 512/475-0581 Lauren Dill, Environmental Reviewer, 512/475-1501 Joe Reynolds,Attorney, 512/936-2414 Sincerely, Mireya Loewe Digitally signed by Mireya Loewe Date:2020.07.29 15:53:46-05'00' Mireya Loewe Team Manager/South Region ML/ARR/ep Enclosure cc via email: Paul W Jack., Estrada Hinojosa&Company, LLC Stephanie Leibe, Norton Rose Fulbright- San Antonio Jason Cocklin, Freese&Nichols, Inc.-Corpus Christi A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE TO CITY OF CORPUS CHRISTI IN THE FORM OF A MULTI-YEAR COMMITMENT FROM THE STATE WATER IMPLEMENTATION REVENUE FUND FOR TEXAS THROUGH THE PROPOSED PURCHASE OF$222,475,000 CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, PROPOSED SERIES 2020 AND PROPOSED SERIES 2021 (20-068) WHEREAS,the City of Corpus Christi (City) has filed an application for financial assistance in the amount of$222,475,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) to finance the planning,acquisition,design, and construction of certain water supply project(s) identified as Project No. 51052 (Project); and WHEREAS,the City seeks financial assistance from the Texas Water Development Board (TWDB) in the form of a multi-year commitment through the TWDB's proposed purchase of$222,475,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Proposed Series 2020 and 2021, (together with all authorizing documents (Obligations)),all as is more specifically set forth in the application and in recommendations of the Executive Administrator's staff, and WHEREAS,the City has offered a pledge of a junior lien on the net revenues of the City's utility system as sufficient security for the repayment of the Obligations; and WHEREAS,the commitment is approved for funding under the TWDB's pre- design funding option,and initial and future releases of funds are subject to 31 TAC § 363.1307; WHEREAS, subject to the City's use of an approved debt service structure, interest rate subsidies are available to the City for State Fiscal Year 2020 at up to the following levels: 35% for financial assistance for a term of 20 years, 25% for financial assistance for a term of 21 to 25 years, and 20% for financial assistance for a term of 26 to 30 years. The interest rate subsidy applicable to each proposed series will be set through each financing agreement executed between the TWDB and the City; and WHEREAS,the TWDB hereby finds: 1. that the application and assistance applied for meet the requirements of Texas Water Code, Chapter 15, Subchapters G and H and 31 TAC Chapter 363, Subchapters A and M; 2. that the Project is a recommended water management strategy project in the State Water Plan adopted pursuant to Texas Water Code§ 16.051, in accordance with Texas Water Code§ 15.474(a); 3. that a water conservation plan has been submitted and implemented in accordance with Texas Water Code§ 16.4021 and 31 TAC§ 363.1309(b)(1); and 4. that the City has acknowledged its legal obligation to comply with any applicable requirements of federal law relating to contracting with disadvantaged business enterprises and any applicable state law relating to contracting with historically underutilized businesses, in accordance with Texas Water Code§ 15.435(h) and 31 TAC § 363.1309(b)(3). NOW THEREFORE, based on these findings,the TWDB resolves as follows: A commitment is made by the TWDB to City of Corpus Christi for financial assistance in the amount of$222,475,000 from the State Water Implementation Revenue Fund for Texas, to be evidenced by the TWDB's proposed purchase of City of Corpus Christi,Texas Utility System Junior Lien Revenue Improvement Bonds in one or more series as follows: a) $11,425,000 Proposed Series 2020, to expire on December 31, 2020; and b) $211,050,000 Proposed Series 2021, to expire on December 31, 2021; Such commitment is conditioned as follows: Standard Conditions: 1. this commitment is contingent on a future sale of bonds by the TWDB or on the availability of funds on hand; 2. this commitment is contingent upon the issuance of a written approving opinion of the Attorney General of the State of Texas stating that the City has complied with all of the requirements of the laws under which said Obligations were issued; that said Obligations were issued in conformity with the Constitution and laws of the State of Texas; and that said Obligations are valid and binding obligations of the City; 3. this commitment is contingent upon the City's continued compliance with all applicable laws, rules, policies and guidance as these may be amended from time to time to adapt to a change in law, in circumstances, or any other legal requirement; 4. this commitment is contingent upon the City executing a separate financing agreement,approved as to form and substance by the Executive Administrator, 2 and submitting that executed agreement to the TWDB consistent with the terms and conditions described in the financing agreement; 5. this commitment is contingent upon the City providing a current proforma of the City's proposed revenue to the Executive Administrator each year prior to closing; 6. interest rate subsidies for non-level debt service structure are subject to adjustment by the Executive Administrator; 7. the City shall use a paying agent/registrar in accordance with 31 TAC § 363.42(c)(2),and shall require the paying agent/registrar to provide a copy of all receipts documenting debt service payments to the TWDB and to the TWDB's designated Trustee; The Following Conditions Must Be Included in the Obligations: . 8. the Obligations must provide that the Obligations can be called for early redemption on any date beginning on or after the first interest payment date that is 10 years from the dated date of the Obligations,at a redemption price of par, together with accrued interest to the date fixed for redemption; 9. The Obligations must provide that the City will comply with all applicable TWDB laws and rules related to the use of the financial assistance; 10. The Obligations must provide that the City will comply with the conditions included in the TWDB environmental finding,when issued; 11. The Obligations must contain a provision requiring the City to maintain insurance coverage sufficient to protect the TWDB's interest in the project; 12. the Obligations must include a provision wherein the City, or an obligated person for whom financial or operating data is presented to the TWDB in the application for financial assistance either individually or in combination with other issuers of the City's Obligations or obligated persons,will,at a minimum, regardless of the amount of the Obligations, covenant to comply with requirements for continuing disclosure on an ongoing basis substantially in the manner required by Securities and Exchange Commission (SEC) in 17 CFR§ 240.15c2-12 (Rule 15c2-12) and determined as if the TWDB were a Participating Underwriter within the meaning of such rule, such continuing disclosure undertaking being-for the benefit of the TWDB and the beneficial owners of the City's Obligations, if the TWDB sells or otherwise transfers such Obligations,and the beneficial owners of the TWDB's bonds if the City is an obligated person with respect to such bonds under SEC Rule 15c2-12; 3 13. the Obligations must include a provision requiring the City to use any proceeds from the Obligations that are determined to be surplus proceeds remaining after completion of the Project and completion of a final accounting in a manner approved by the Executive Administrator; 14. the Obligations must contain a provision that the TWDB may exercise all remedies available to it in law or equity,and any provision of the Obligations that restricts or limits the TWDB's full exercise of these remedies shall be of no force and effect; 15. financial assistance proceeds are public funds and, as such, the Obligations must include a provision requiring that these proceeds shall be held at a designated state depository institution or other properly chartered and authorized institution in accordance with the Public Funds Investment Act, Government Code, Chapter 2256, and the Public Funds Collateral Act, Government Code, Chapter 2257; 16. financial assistance proceeds shall not be used by the City when sampling, testing, removing or disposing of contaminated soils and/or media at the Project site.The Obligations shall include an environmental indemnification provision wherein the City agrees to indemnify, hold harmless and protect the TWDB from any and all claims, causes of action or damages to the person or property of third parties arising from the sampling,analysis,transport, storage, treatment, recycling and disposition of any contaminated sewage sludge, contaminated sediments and/or contaminated media that may be generated by the City, its contractors, consultants, agents, officials and employees as a result of activities relating to the Project to the extent permitted by law; 17. the Obligations must include a provision stating that the City shall report to the TWDB the amounts of Project funds, if any, that were used to compensate historically underutilized businesses that worked on the Project, in accordance with 31 TAC § 363.1312; 18. the Obligations must contain a provision that the TWDB will purchase the Obligations, acting through the TWDB's designated Trustee, and the Obligations shall be registered in the name of Cede& Co. and closed in book-entry form in accordance with 31 TAC§ 363.42(c)(1); 19. the Obligations must contain a provision stating that the City shall abide by all applicable construction contract requirements related to the use of iron and steel products produced in the United States, as required by Texas Government Code, Chapter 2252, Subchapter G and Texas Water Code § 17.183; 20. the Obligations must include a provision prohibiting the City from using the proceeds of this financial assistance in a manner that would cause the Obligations to become"private activity bonds"within the meaning of§ 141 of the Internal 4 Revenue Code as amended (Code) and the Treasury Regulations promulgated thereunder (Regulations); 21. the Obligations must provide that no portion of the proceeds of the financial assistance will be used, directly or indirectly, in a manner that would cause the Obligations to be "arbitrage bonds"within the meaning of§ 148(a) of the Code and Regulations, including to acquire or to replace funds that were used, directly or indirectly,to acquire Nonpurpose Investments (as defined in the Code and Regulations) that produce a yield materially higher than the yield on the TWDB's bonds that are issued to provide financing for the financial assistance (Source Series Bonds), other than Nonpurpose Investments acquired with: a. proceeds of the TWDB's Source Series Bonds invested for a reasonable temporary period of up to three (3) years after the issue date of the Source Series Bonds until such proceeds are needed for the facilities to be financed; b. amounts invested in a bona fide debt service fund, within the meaning of § 1.148-1(b) of the Regulations; and C. amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed the least of maximum annual debt service on the Obligations, 125% of average annual debt service on the Obligations, or 10 percent of the stated principal amount (or, in the case of a discount,the issue price) of the Obligations; 22. the Obligations must include a provision requiring the City take all necessary steps to comply with the requirement that certain amounts earned on the investment of gross proceeds of the Obligations be rebated to the federal government in order to satisfy the requirements of§ 148 of the Code. The Obligations must provide that the City will: a. account for all Gross Proceeds, as defined in the Code and Regulations, (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 retain all records of such accounting for at least six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of its financial assistance with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith; b. calculate the Rebate Amount, as defined in the Code and Regulations,with respect to its financial assistance, not less frequently than each Computation Date, in accordance with rules set forth in § 148(f) of the Code, § 1.148-3 of the Regulations, and the rulings thereunder. The City 5 shall maintain a copy of such calculations for at least six years after the final Computation Date; C. as additional consideration for providing financial assistance, and in order to induce providing financial assistance by measures designed to ensure the excludability of the interest on the TWDB's Source Series Bonds from the gross income of the owners thereof for federal income tax purposes, pay to the United States the amount described in paragraph (b) above within 30 days after each Computation Date; d. exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (b) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any interest and any penalty required by the Regulations; 23. the Obligations must include a provision prohibiting the City from taking any action that would cause the interest on the Obligations to be includable in gross income for federal income tax purposes; 24. the Obligations must provide that the City will not cause or permit the Obligations to be treated as "federally guaranteed" obligations within the meaning of§ 149(b) of the Code; 25. the Obligations must contain a covenant that the City will refrain from using the proceeds of the Obligations to pay debt service on another issue of obligations of the borrower in contravention of section 149(d) of the Code (related to "advance refundings"); 26. the Obligations must provide that neither the City nor a related party thereto will acquire any of the TWDB's Source Series Bonds in an amount related to the amount of the Obligations to be acquired from the City by the TWDB; 27. The Obligations shall be on parity with any existing obligations that are secured with the same pledge of security as the proposed Obligations; and 28. the Obligations shall be governed by the additional debt test and reserve requirement as provided in the outstanding$2,750,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017 held by the TWDB. Conditions to Close or for Release of Funds: 29. prior to closing,the City shall submit documentation evidencing the adoption and implementation of sufficient system rates and charges or, if applicable,the levy of 6 an interest and sinking tax rate sufficient for the repayment of all system debt service requirements; 30. prior to closing, if not previously provided with the application, the City shall submit executed contracts for engineering and, if applicable, financial advisor and bond counsel, for the Project that are satisfactory to the Executive Administrator. Fees to be reimbursed under the contracts must be reasonable in relation to the services performed, reflected in the contract,and acceptable to the Executive Administrator; 31. prior to closing,when any portion of financial assistance is to be held in escrow or in trust, the City shall execute an escrow agreement or trust agreement, approved as to form and substance by the Executive Administrator,and shall submit that executed agreement to the TWDB; 32. prior to closing, the City's bond counsel must prepare a written opinion that states that the interest on the Obligations is excludable from gross income or is exempt from federal income taxation. Bond counsel may rely on covenants and representations of the City when rendering this opinion; 33. prior to closing,the City's bond counsel must prepare a written opinion that states that the Obligations are not"private activity bonds." Bond counsel may rely on covenants and representations of the City when rendering this opinion; 34. the transcript must include a No Arbitrage Certificate or similar Federal Tax Certificate setting forth the City's reasonable expectations regarding the use, expenditure and investment of the proceeds of the Obligations; 35. the transcript must include evidence that the information reporting requirements of§ 149(e) of the Internal Revenue Code will be satisfied. This requirement may be satisfied by filing an IRS Form 8038 with the Internal Revenue Service. In addition, the applicable completed IRS Form 8038 or other evidence that the information reporting requirements of§ 149(e) have been satisfied must be provided to the Executive Administrator within fourteen (14) days of closing.The Executive Administrator may withhold the release of funds for failure to comply; PROVIDED, however,the commitment is subject to the following special conditions: 36. prior to the release of funds for the costs of planning,engineering,architectural, legal, title, fiscal, economic investigation, studies, surveys, or designs for that portion of the Project that proposes surface water or groundwater development, the Executive Administrator must have either issued a written finding that the City has the right to use the water that the Project financed by the TWDB will provide or a written determination that a reasonable expectation exists that such a finding will be made before the release of funds for construction; 7 37. prior to the release of construction funds for that portion of a Project that proposes surface water or groundwater development, the Executive Administrator must have issued a written finding that the City has the right to use the water that the Project financed by the TWDB will provide; APPROVED and ordered of record this, the 23rd day of July, 2020. TEXAS WAT OPMENT BOARD Peter M. Lake, Chairman DATE SIGN ED- ATTEST- rpm D:ATTEST:rpm Jeff W I z xecutive Administrator 8 �� to FINANCING AGREEMENT This FINANCING AGREEMENT (Agreement) is entered into between the TEXAS WATER DEVELOPMENT BOARD (TWDB), an agency of the State of Texas, and the CITY OF CORPUS CHRISTI (City). The TWDB and the City may be referred to as the "Party"or "Parties"in this Agreement. RECITALS WHEREAS,the TWDB adopted Resolution No. 20-068 (Attachment A, referred to as the Resolution) on July 23, 2020, making a commitment to the City for financial assistance in the amount of$222,475,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) administered by the TWDB; and WHEREAS,through this Agreement,the City intends to sell to the TWDB the City's $11,425,000 City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, New Series 2020C (City's Bonds) for the TWDB's financial assistance from the SWIRFT, as further described in Attachment B; and WHEREAS,the City shall execute (a) separate financing agreement(s) for the remaining amount(s) of the commitment made in the Resolution at a date or dates to be determined by the Executive Administrator of the TWDB; and WHEREAS,the SWIRFT is funded in part with proceeds of the expected issuance of TWDB's revenue bonds (SWIRFT Bonds), issued under authority of Texas Water Code §§ 15.472 and 15.475, and Texas Constitution,Article III, Section 49-d-13; and WHEREAS,the SWIRFT Bonds are additionally secured by money made available under the terms of a bond enhancement agreement executed under authority of Texas Water Code §§ 15.434 and 15.435, and Texas Constitution,Article III, Section 49-d-12; and WHEREAS,the SWIRFT is funded, in part,with money received as repayment of financial assistance provided from the SWIRFT, under Texas Water Code § 15.472,which is Page 1 of 9 used to pay the principal and interest on the SWIRFT Bonds, under Texas Water Code § 15.474, and Texas Constitution,Article III, Section 49-d-13(d) and (f); and WHEREAS,the Resolution provides that funding the commitment is contingent on future sales of SWIRFT Bonds designated by the TWDB; and WHEREAS,the TWDB intends to provide financial assistance from the SWIRFT to the City with proceeds of SWIRFT Bonds designated by the TWDB; and WHEREAS,the TWDB and the City desire to enter into this Agreement to set forth the obligations of the Parties with respect to the TWDB providing financial assistance to the City consistent with the desire of the TWDB to issue SWIRFT Bonds to provide money for the SWIRFT. NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement,the TWDB and the City agree as follows: AGREEMENT SECTION 1. MUTUAL COMMITMENTS.As further described in the Resolution,the TWDB committed to the City and the City hereby commits to borrow from the TWDB an amount not to exceed $11,425,000 from the SWIRFT to be evidenced by the issuance and delivery of City Bonds to the TWDB consistent with the terms and conditions described in this Agreement,Attachment A,Attachment B, and Attachment C. SECTION 2. TRANSACTION SCHEDULE AND PRICING. By execution of this Agreement,the City acknowledges and represents that it has a current need for financial assistance from the TWDB and shall take all necessary steps to issue and deliver the City Bonds to evidence the commitment described in Section 1. The City further acknowledges and understands that the TWDB is entering into this Agreement for the sole purpose of issuing SWIRFT Bonds to fund the TWDB commitment described in the Resolution and in this Agreement. The City acknowledges that the SWIRFT Bonds, the subject of this Agreement, are being issued for the purpose of funding the City's requested financial assistance. With respect to the City Bonds and the SWIRFT Bonds,the Parties agree to structure such public securities in a manner that will allow for substantially similar terms, redemption provisions, and related matters to allow the TWDB to timely pay the debt service on the SWIRFT Bonds. The foregoing notwithstanding,the TWDB consents to early redemption, or prepayment of the City Bonds, as provided for in this Agreement and the Resolution. The Page 2 of 9 City Bonds may be prepaid by the City on any date beginning on or after the first scheduled interest payment date that occurs no earlier than 10 years from the dated date of the City Bonds. To confirm the terms of the City Bonds and the SWIRFT Bonds,the City shall execute this Agreement. In order to mutually assure the performance of the Parties under this Agreement, the Parties agree that the issuance and delivery of the SWIRFT Bonds and the issuance and delivery of the City Bonds to TWDB shall occur not more than fifty-seven (57) days apart as reflected in Attachment C. Notwithstanding the foregoing, the Parties intend and expect that the TWDB issue and deliver its SWIRFT Bonds approximately sixteen (16) days after execution of the TWDB's Bond Purchase Agreement or such date as may be mutually agreed to in Attachment C. SECTION 3. BINDING COMMITMENT. The TWDB agrees to take all necessary steps to issue the SWIRFT Bonds for the purposes described in this Agreement and in the Resolution upon receipt of this Agreement,which shall be signed and delivered by the City to the Executive Administrator of the TWDB at least thirteen (13) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C. The City acknowledges that the schedule provided in Attachment C is a best estimate by the TWDB and is subject to change by the TWDB. The TWDB expressly reserves the right to modify Attachment C at any time and shall provide the City with an updated Attachment C as soon as practicable upon any modification; provided that, if such modification of Attachment C occurs before the initiation of pricing of the SWIRFT Bonds and such modification results in an earlier scheduled pricing date, no such modification of Attachment C may result in the City having fewer than five (5) days between the receipt of the modified schedule and the TWDB posting the Preliminary Official Statement for the SWIRFT Bonds. SECTION 4. TERMINATION &BREACH OF AGREEMENT. A. The Parties agree that the City may terminate this Agreement in writing at anytime prior to seven (7) days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C,with no penalty. B. The City understands and agrees that the City may terminate this Agreement in writing between six (6) days and four (4) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 22, 2020) as set forth in Attachment C, provided the City agrees to reimburse the TWDB from lawfully available funds of the City for its proportional share of transaction costs incurred by the TWDB, such as,but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs Page 3 of 9 pertaining to the SWIRFT Bonds in an amount not to exceed $13,123 (Transaction Cost Payment). The City shall be obligated to pay such costs to the TWDB no later than March 8, 2021. C. The City understands and agrees that the City may terminate this Agreement in writing within three (3) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Daylight Time on the day before the TWDB Bond Pricing, provided the City agrees to pay from lawfully available funds 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement to the TWDB (Pre-pricing Termination Payment), and additionally shall reimburse the TWDB from lawfully available funds of the City its Transaction Cost Payment. The City shall be obligated to pay such costs to the TWDB no later than March 8, 2021. The City understands and agrees that termination under this section will result in a total penalty amount of$127,373. D. The City understands and agrees that TWDB would suffer and incur severe and irreparable damages if the City Bonds are not issued and delivered. If the City fails to issue the City Bonds by the date specified in Attachment C, as contemplated in this Agreement, it shall be a breach of this Agreement and the City shall pay, from lawfully available funds of the City, a "Post-pricing Termination Payment"to the TWDB. The Post-pricing Termination Payment shall be an amount equal to 5.0 percent of the amount of the commitment authorized in Section 1 of this Agreement. The City shall be obligated to pay the Post-pricing Termination Payment to the TWDB no later than March 8, 2021. The City shall also reimburse the TWDB from lawfully available funds of the City, its Transaction Cost Payment, plus the City's proportional share of the underwriters' discount incurred by the TWDB, no later than March 8, 2021. The City understands and agrees that failure by the City to issue the City Bonds by the date specified in Attachment C,will result in a total penalty amount pursuant to this section not to exceed $633,193. SECTION S.AMORTIZATION STRUCTURE. The City shall provide the TWDB a maturity schedule in the form set forth in Attachment B at the time of execution of this Agreement.A final amortization structure will be required at least seven (7) days before the initiation of pricing of the SWIRFT Bonds in accordance with the provisions of this Agreement. The par amount included in Attachment B may be revised, subject to approval by the Executive Administrator of the TWDB, at any time prior to the seventh (7th) day before the initiation of pricing of the SWIRFT Bonds with no penalty. Page 4 of 9 SECTION 6. CONTINGENCIES. A. The Parties agree that the TWDB's obligation to purchase the City's securities with the SWIRFT is contingent upon the TWDB receiving all legally required approvals for the issuance of the SWIRFT Bonds from the Legislative Budget Board, the Bond Review Board, and the Texas Attorney General. The TWDB's obligation to purchase the City's securities with the SWIRFT is also contingent upon the purchase and delivery of the SWIRFT Bond proceeds by the underwriters pursuant to the Bond Purchase Agreement relating to the SWIRFT Bonds. Accordingly, if any contingency described in the preceding paragraph above is unmet, the TWDB, upon delivery of written notice thereof to the City, may extend or terminate this Agreement together with all of its obligations and duties without incurring any cost, fee, or penalty for either the TWDB or the City. B. The Parties agree that the City's obligation to issue and deliver the City Bonds is contingent upon approval by the Texas Attorney General of the City Bonds. The City agrees to use its best efforts to obtain approval by the Texas Attorney General of the City Bonds to satisfy the closing requirements set forth in Section 2 of this Agreement. To this end,the City agrees as follows: (1) City shall timely file the transcript of proceedings for the City Bonds with the Texas Attorney General in accordance with the schedule contained in Attachment C; (2) City shall comply with the requirements and conditions contained in the Resolution; (3) City shall provide the TWDB with a copy of the preliminary approval letter from the Texas Attorney General promptly upon receipt; (4) City shall provide the TWDB with a copy of its responses to the preliminary approval letter concurrently with the submission of such responses to the Texas Attorney General; and (5) City shall allow TWDB to brief the Texas Attorney General on any issues noted in the preliminary approval letter and initiate or participate in conferences with the Texas Attorney General related to the approval of the City Bonds. Page 5 of 9 Accordingly, if, after the City employs its best efforts to obtain approval by the Texas Attorney General and such approval cannot be obtained by the date specified in Attachment C, as a matter of law,the TWDB, as a matter of law, at its sole discretion, may terminate this Agreement and upon termination the City shall pay, from any of its lawfully available funds,the Post-pricing Termination Payment no later than March 8, 2021, as provided in Section 4D. The City shall also reimburse the TWDB from lawfully available funds of the City its Transaction Cost Payment plus the City's proportional share of the underwriters' discount no later than March 8, 2021. The City understands and agrees that if the City does not obtain approval from the Texas Attorney General and issue its City Bonds by the date specified in Attachment C, it will be subject to a total penalty amount pursuant to this section not to exceed $633,193. SECTION 7. REDEMPTION OF OUTSTANDING DEBT. Proceeds of the City Bonds shall not be used, in whole or in part,to redeem outstanding bonds, commercial paper, or other obligations issued by the City. The City agrees that it will not take or fail to take any action that will cause the SWIRFT Bonds to be considered to be advance refunding bonds under Section 149(d) of the Internal Revenue Code of 1986, as amended. SECTION 8. NOTICES.All notices, agreements or other communications required hereunder shall be given, and shall be deemed given,when delivered in writing to the address, facsimile or email of the identified Party or Parties set forth below: Texas Water Development Board City of Corpus Christi Development Fund Manager Attn: Esteban (Steve) Ramos P.O. Box 13231 P.O. Box 9277 Austin, Texas 78711-3231 Corpus Christi, TX 78469-9277 Telephone: (512) 475-4584 Telephone: (361) 826-3294 Facsimile: (512) 475-2053 E-mail: estebanr2@cctexas.com SECTION 9. SEVERABILITY. In the event any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable, or otherwise affect any of its other provisions. SECTION 10.AMENDMENTS, SUPPLEMENTS,AND MODIFICATIONS. Other than the changes allowed under Section 3 and Section 5, this Agreement may be amended, supplemented, or modified only in a writing executed by duly authorized representatives of the Parties. SECTION 11.APPLICABLE LAW. This Agreement and any amendments shall be governed by and construed in accordance with the laws of the State of Texas. Page 6 of 9 SECTION 12. STATE AUDIT. By executing this Agreement and delivering the City Bonds, the City accepts the authority of the Texas State Auditor's Office to conduct audits and investigations in connection with all state funds received pursuant to this Agreement. The City shall comply with any directive from the Texas State Auditor and shall cooperate in any such investigation or audit. The City agrees to provide the Texas State Auditor with access to any information the Texas State Auditor considers relevant to the investigation or audit. SECTION 13. FORCE MAJEURE. Either Party to this Agreement may be excused from performance under this contract for any period when performance is prevented as the result of an act of God, strike,war, civil disturbance, or epidemic, provided that the Party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the Party's control to ensure performance and to shorten the duration of the event of Force Majeure. The Party suffering an event of Force Majeure shall provide notice of the event to the other Party as soon as practicable but not later than five business days after the event. Subject to this provision, such nonperformance shall not be deemed a breach or a ground for termination. SECTION 14. EFFECTIVE DATE. This Agreement shall be effective as of the date of the last signature below. SECTION 15. BINDING AGREEMENT. The execution of this Agreement has been authorized by the governing boards of both Parties. The individuals executing this Agreement have the legal authority to bind each respective Party to the terms and conditions of this Agreement. The respective commitments of the TWDB and the City set forth above shall be binding upon the TWDB and the City upon both Parties' execution of this Agreement. [Remainder of Page Intentionally Left Blank] Page 7 of 9 EXECUTED in multiple counterparts, each of which shall be deemed to be an original. CITY OF CORPUS CHRISTI By: Name: Title: Date: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2020 by in his/her capacity as on behalf of (SEAL) Notary Public, State of Texas Page 8 of 9 TEXAS WATER DEVELOPMENT BOARD By: Name: Jeff Walker Title: Executive Administrator Date: STATE OF TEXAS COUNTY OF TRAVIS This instrument was acknowledged before me on the day of 2020, by Jeff Walker in his capacity as Executive Administrator of the Texas Water Development Board, an agency of the State of Texas, on behalf of said agency. (SEAL) Notary Public, State of Texas Page 9 of 9 ATTACHMENT A TWDB RESOLUTION NO. 20-068 Attachment A, Page 1 of 9 A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE TO CITY OF CORPUS CHRISTI IN THE FORM OF A MULTI-YEAR COMMITMENT FROM THE STATE WATER IMPLEMENTATION REVENUE FUND FOR TEXAS THROUGH THE PROPOSED PURCHASE OF $222,475,000 CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, PROPOSED SERIES 2020 AND PROPOSED SERIES 2021 (20-068) WHEREAS,the City of Corpus Christi (City) has filed an application for financial assistance in the amount of$222,475,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) to finance the planning, acquisition, design, and construction of certain water supply project(s) identified as Project No. 51052 (Project); and WHEREAS,the City seeks financial assistance from the Texas Water Development Board (TWDB) in the form of a multi-year commitment through the TWDB's proposed purchase of$222,475,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Proposed Series 2020 and 2021, (together with all authorizing documents (Obligations)), all as is more specifically set forth in the application and in recommendations of the Executive Administrator's staff; and WHEREAS,the City has offered a pledge of a junior lien on the net revenues of the City's utility system as sufficient security for the repayment of the Obligations; and WHEREAS,the commitment is approved for funding under the TWDB's pre-design funding option, and initial and future releases of funds are subject to 31 TAC § 363.1307; WHEREAS, subject to the City's use of an approved debt service structure, interest rate subsidies are available to the City for State Fiscal Year 2020 at up to the following levels: 35% for financial assistance for a term of 20 years, 25% for financial assistance for a term of 21 to 25 years, and 20%for financial assistance for a term of 26 to 30 years. The interest rate subsidy applicable to each proposed series will be set through each financing agreement executed between the TWDB and the City; and WHEREAS,the TWDB hereby finds: 1. that the application and assistance applied for meet the requirements of Texas Water Code, Chapter 15, Subchapters G and H and 31 TAC Chapter 363, Subchapters A and M; 2. that the Project is a recommended water management strategy project in the State Water Plan adopted pursuant to Texas Water Code § 16.051, in accordance with Texas Water Code § 15.474(a); Attachment A, Page 2 of 9 3. that a water conservation plan has been submitted and implemented in accordance with Texas Water Code § 16.4021 and 31 TAC § 363.1309(b)(1); and 4. that the City has acknowledged its legal obligation to comply with any applicable requirements of federal law relating to contracting with disadvantaged business enterprises and any applicable state law relating to contracting with historically underutilized businesses, in accordance with Texas Water Code § 15.435(h) and 31 TAC § 363.1309(b)(3). NOW THEREFORE,based on these findings,the TWDB resolves as follows: A commitment is made by the TWDB to City of Corpus Christi for financial assistance in the amount of$222,475,000 from the State Water Implementation Revenue Fund for Texas,to be evidenced by the TWDB's proposed purchase of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds in one or more series as follows: a) $11,425,000 Proposed Series 2020, to expire on December 31, 2020; and b) $211,050,000 Proposed Series 2021, to expire on December 31, 2021; Such commitment is conditioned as follows: Standard Conditions: 1. this commitment is contingent on a future sale of bonds by the TWDB or on the availability of funds on hand; 2. this commitment is contingent upon the issuance of a written approving opinion of the Attorney General of the State of Texas stating that the City has complied with all of the requirements of the laws under which said Obligations were issued; that said Obligations were issued in conformity with the Constitution and laws of the State of Texas; and that said Obligations are valid and binding obligations of the City; 3. this commitment is contingent upon the City's continued compliance with all applicable laws, rules, policies, and guidance as these may be amended from time to time to adapt to a change in law, in circumstances, or any other legal requirement; 4. this commitment is contingent upon the City executing a separate financing agreement, approved as to form and substance by the Executive Administrator, and submitting that executed agreement to the TWDB consistent with the terms and conditions described in the financing agreement; S. this commitment is contingent upon the City providing a current proforma of the City's proposed revenue to the Executive Administrator each year prior to closing; Attachment A, Page 3 of 9 6. interest rate subsidies for non-level debt service structure are subject to adjustment by the Executive Administrator; 7. the City shall use a paying agent/registrar in accordance with 31 TAC § 363.42(c)(2), and shall require the paying agent/registrar to provide a copy of all receipts documenting debt service payments to the TWDB and to the TWDB's designated Trustee; The Following Conditions Must Be Included in the Obligations: 8. the Obligations must provide that the Obligations can be called for early redemption on any date beginning on or after the first interest payment date that is 10 years from the dated date of the Obligations, at a redemption price of par,together with accrued interest to the date fixed for redemption; 9. The Obligations must provide that the City will comply with all applicable TWDB laws and rules related to the use of the financial assistance; 10. The Obligations must provide that the City will comply with the conditions included in the TWDB environmental finding,when issued; 11. The Obligations must contain a provision requiring the City to maintain insurance coverage sufficient to protect the TWDB's interest in the project; 12. the Obligations must include a provision wherein the City, or an obligated person for whom financial or operating data is presented to the TWDB in the application for financial assistance either individually or in combination with other issuers of the City's Obligations or obligated persons, will, at a minimum, regardless of the amount of the Obligations, covenant to comply with requirements for continuing disclosure on an ongoing basis substantially in the manner required by Securities and Exchange Commission (SEC) in 17 CFR§ 240.15c2-12 (Rule 15c2-12) and determined as if the TWDB were a Participating Underwriter within the meaning of such rule, such continuing disclosure undertaking being for the benefit of the TWDB and the beneficial owners of the City's Obligations, if the TWDB sells or otherwise transfers such Obligations, and the beneficial owners of the TWDB's bonds if the City is an obligated person with respect to such bonds under SEC Rule 15c2-12; 13. the Obligations must include a provision requiring the City to use any proceeds from the Obligations that are determined to be surplus proceeds remaining after completion of the Project and completion of a final accounting in a manner approved by the Executive Administrator; 14. the Obligations must contain a provision that the TWDB may exercise all remedies available to it in law or equity, and any provision of the Obligations that restricts or limits the TWDB's full exercise of these remedies shall be of no force and effect; Attachment A, Page 4 of 9 15. financial assistance proceeds are public funds and, as such,the Obligations must include a provision requiring that these proceeds shall be held at a designated state depository institution or other properly chartered and authorized institution in accordance with the Public Funds Investment Act, Government Code, Chapter 2256, and the Public Funds Collateral Act, Government Code, Chapter 2257; 16. financial assistance proceeds shall not be used by the City when sampling, testing, removing, or disposing of contaminated soils and/or media at the Project site. The Obligations shall include an environmental indemnification provision wherein the City agrees to indemnify, hold harmless and protect the TWDB from any and all claims, causes of action or damages to the person or property of third parties arising from the sampling, analysis,transport, storage,treatment, recycling and disposition of any contaminated sewage sludge, contaminated sediments and/or contaminated media that may be generated by the City, its contractors, consultants, agents, officials and employees as a result of activities relating to the Project to the extent permitted by law; 17. the Obligations must include a provision stating that the City shall report to the TWDB the amounts of Project funds, if any,that were used to compensate historically underutilized businesses that worked on the Project, in accordance with 31 TAC § 363.1312; 18. the Obligations must contain a provision that the TWDB will purchase the Obligations, acting through the TWDB's designated Trustee, and the Obligations shall be registered in the name of Cede & Co. and closed in book-entry form in accordance with 31 TAC § 363.42(c)(1); 19. the Obligations must contain a provision stating that the City shall abide by all applicable construction contract requirements related to the use of iron and steel products produced in the United States, as required by Texas Government Code, Chapter 2252, Subchapter G and Texas Water Code § 17.183; 20. the Obligations must include a provision prohibiting the City from using the proceeds of this financial assistance in a manner that would cause the Obligations to become "private activity bonds"within the meaning of§ 141 of the Internal Revenue Code as amended (Code) and the Treasury Regulations promulgated thereunder (Regulations); 21. the Obligations must provide that no portion of the proceeds of the financial assistance will be used, directly or indirectly, in a manner that would cause the Obligations to be "arbitrage bonds"within the meaning of§ 148(a) of the Code and Regulations, including to acquire or to replace funds that were used, directly or indirectly,to acquire Nonpurpose Investments (as defined in the Code and Regulations) that produce a yield materially higher than the yield on the TWDB's bonds that are issued to provide financing for the financial assistance (Source Series Bonds), other than Nonpurpose Investments acquired with: Attachment A, Page 5 of 9 a. proceeds of the TWDB's Source Series Bonds invested for a reasonable temporary period of up to three (3) years after the issue date of the Source Series Bonds until such proceeds are needed for the facilities to be financed; b. amounts invested in a bona fide debt service fund,within the meaning of § 1.148-1(b) of the Regulations; and C. amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed the least of maximum annual debt service on the Obligations, 125% of average annual debt service on the Obligations, or 10 percent of the stated principal amount(or, in the case of a discount, the issue price) of the Obligations; 22. the Obligations must include a provision requiring the City take all necessary steps to comply with the requirement that certain amounts earned on the investment of gross proceeds of the Obligations be rebated to the federal government in order to satisfy the requirements of§ 148 of the Code. The Obligations must provide that the City will: a. account for all Gross Proceeds, as defined in the Code and Regulations, (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 retain all records of such accounting for at least six years after the final Computation Date. The City may, however,to the extent permitted by law, commingle Gross Proceeds of its financial assistance with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith; b. calculate the Rebate Amount, as defined in the Code and Regulations, with respect to its financial assistance, not less frequently than each Computation Date, in accordance with rules set forth in § 148(f) of the Code, § 1.148-3 of the Regulations, and the rulings thereunder. The City shall maintain a copy of such calculations for at least six years after the final Computation Date; C. as additional consideration for providing financial assistance, and in order to induce providing financial assistance by measures designed to ensure the excludability of the interest on the TWDB's Source Series Bonds from the gross income of the owners thereof for federal income tax purposes, pay to the United States the amount described in paragraph (b) above within 30 days after each Computation Date; d. exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (b) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time Attachment A, Page 6 of 9 thereafter, including payment to the United States of any interest and any penalty required by the Regulations; 23. the Obligations must include a provision prohibiting the City from taking any action that would cause the interest on the Obligations to be includable in gross income for federal income tax purposes; 24. the Obligations must provide that the City will not cause or permit the Obligations to be treated as "federally guaranteed" obligations within the meaning of§ 149(b) of the Code; 25. the Obligations must contain a covenant that the City will refrain from using the proceeds of the Obligations to pay debt service on another issue of obligations of the borrower in contravention of section 149(d) of the Code (related to "advance refundings"); 26. the Obligations must provide that neither the City nor a related party thereto will acquire any of the TWDB's Source Series Bonds in an amount related to the amount of the Obligations to be acquired from the City by the TWDB; 27. The Obligations shall be on parity with any existing obligations that are secured with the same pledge of security as the proposed Obligations; and 28. the Obligations shall be governed by the additional debt test and reserve requirement as provided in the outstanding$2,750,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017 held by the TWDB. Conditions to Close or for Release of Funds: 29. prior to closing, the City shall submit documentation evidencing the adoption and implementation of sufficient system rates and charges or, if applicable,the levy of an interest and sinking tax rate sufficient for the repayment of all system debt service requirements; 30. prior to closing, if not previously provided with the application,the City shall submit executed contracts for engineering and, if applicable, financial advisor and bond counsel, for the Project that are satisfactory to the Executive Administrator. Fees to be reimbursed under the contracts must be reasonable in relation to the services performed, reflected in the contract, and acceptable to the Executive Administrator; 31. prior to closing, when any portion of financial assistance is to be held in escrow or in trust,the City shall execute an escrow agreement or trust agreement, approved as to form and substance by the Executive Administrator, and shall submit that executed agreement to the TWDB; Attachment A, Page 7 of 9 32. prior to closing,the City's bond counsel must prepare a written opinion that states that the interest on the Obligations is excludable from gross income or is exempt from federal income taxation. Bond counsel may rely on covenants and representations of the City when rendering this opinion; 33. prior to closing,the City's bond counsel must prepare a written opinion that states that the Obligations are not"private activity bonds." Bond counsel may rely on covenants and representations of the City when rendering this opinion; 34. the transcript must include a No Arbitrage Certificate or similar Federal Tax Certificate setting forth the City's reasonable expectations regarding the use, expenditure, and investment of the proceeds of the Obligations; 35. the transcript must include evidence that the information reporting requirements of § 149(e) of the Internal Revenue Code will be satisfied. This requirement may be satisfied by filing an IRS Form 8038 with the Internal Revenue Service. In addition, the applicable completed IRS Form 8038 or other evidence that the information reporting requirements of§ 149(e) have been satisfied must be provided to the Executive Administrator within fourteen (14) days of closing. The Executive Administrator may withhold the release of funds for failure to comply; PROVIDED, however,the commitment is subject to the following special conditions: 36. prior to the release of funds for the costs of planning, engineering, architectural, legal,title, fiscal, economic investigation, studies, surveys, or designs for that portion of the Project that proposes surface water or groundwater development,the Executive Administrator must have either issued a written finding that the City has the right to use the water that the Project financed by the TWDB will provide or a written determination that a reasonable expectation exists that such a finding will be made before the release of funds for construction; 37. prior to the release of construction funds for that portion of a Project that proposes surface water or groundwater development, the Executive Administrator must have issued a written finding that the City has the right to use the water that the Project financed by the TWDB will provide; APPROVED and ordered of record this,the 23rd day of July, 2020. TEXAS WATER DEVELOPMENT BOARD Peter M. Lake, Chairman DATE SIGNED: Attachment A, Page 8 of 9 ATTEST: Jeff Walker, Executive Administrator Attachment A, Page 9 of 9 ATTACHMENT B DESCRIPTION OF BORROWER BONDS Title of Borrower Bonds: $11,425,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Proposed Series 2020 Project Name: Seawater Desalination Project Number: 51052 Aggregate Principal Amount of Borrower Bonds: $11,425,000 Anticipated Closing Date: 12/2/2020 Dated Date: 12/2/2020 First Principal Payment Date: 7/15/2022 First Interest Payment Date: 7/15/2021 Maturity Schedule: Maturity Principal Amount 7/15/2022 $330,000 7/15/2023 $330,000 7/15/2024 $335,000 7/15/2025 $335,000 7/15/2026 $335,000 7/15/2027 $340,000 7/15/2028 $340,000 7/15/2029 $340,000 7/15/2030 $345,000 7/15/2031 $350,000 7/15/2032 $350,000 7/15/2033 $355,000 7/15/2034 $365,000 7/15/2035 $370,000 7/15/2036 $375,000 7/15/2037 $385,000 7/15/2038 $390,000 7/15/2039 $400,000 7/15/2040 $405,000 7/15/2041 $415,000 7/15/2042 $425,000 7/15/2043 $435,000 7/15/2044 $445,000 Attachment B, Page 1 of 2 7/15/2045 $460,000 7/15/2046 $470,000 7/15/2047 $480,000 7/15/2048 $495,000 7/15/2049 $505,000 7/15/2050 $520,000 Attachment B, Page 2 of 2 ATTACHMENT C FINANCING SCHEDULE DATE ACTION 07/23/2020 TWDB approval of commitments 09/07/2020 Labor Day Holiday** Financing agreement-last day to execute 09/08/2020 13 days prior to initiation o ricin Financing agreement(Sec. 4A) -last day political subdivisions can terminate without penalty 09/14/2020 7 days prior to initiation of ricin Financing agreement(Sec. 5) -last day political subdivisions can modify maturity schedule 09/14/2020 7 days prior to initiation of ricin Financing agreement(Sec. 4B) -last day political subdivisions can 09/17/2020 terminate with costs of issuance 4 days prior to initiation of ricin Financing agreement(Sec. 4C) -before 9:00 a.m.political subdivisions can terminate with costs of issuance and 1%penalty(1 day prior to 09/21/2020 pricing). 09/21/2020 TWDB bond pricing initiation (pre-pricing begins) 09/22/2020 TWDB bond pricing 10/01/2020 TWDB approves interest rates available to political subdivisions Political subdivisions adopt bond documents and/or board Various participation agreements Political subdivisions submit transcripts to Texas Attorney General in Various preparation of closing 10/08/2020 TWDB bond closing(political subdivisions must close within 57 days) 10/09/2020 to 12/04/20 Closings on political subdivision obligations 10/12/2020 Columbus Day Holiday TWDB open)** 11/11/2020 Veteran's Day Holiday** 11/26/2020 Thanksgiving Holiday** 11/27/2020 Thanksgiving Holiday** 12/04/2020 Last day to close on political subdivision obligations Financing agreement(Sec. 41)) -penalty applied to any political subdivision failing to issue debt Start of post-pricing termination payment period (includes costs of 12/04/2020 issuance,underwriters'discount and 5%penalty) 03/08/2021 Last due date for penalty payments *-Preliminary-subject to change "State agency holidays are reflected to show when TWDB is closed; they are counted towards deadlines, Attachment C, Page 1 of 1 so �o o� A H AGENDA MEMORANDUM WoRPORPg4 First Reading for the City Council Meeting August 25, 2020 1852 Second Reading for the City Council Meeting September 8, 2020 DATE: August 18, 2020 TO: Peter Zanoni, City Manager FROM: Tracey Cantu, Interim Director of Park and Recreation TracevCOcctexas.com 361-826-3042 Kim Baker, Director of Contracts and Procurement KimB2(a)cctexas.com 361-826-3169 10-Year Parks and Recreation Master Plan CAPTION: Ordinance authorizing an 18-month service agreement with Halff Associates, Inc. of Richardson, Texas for a total amount not to exceed $273,789.00 for the development of the 10-Year Parks and Recreation Master Plan; appropriating funds from the unreserved fund balance of the General Fund and Community Enrichment Fund; and amending the budget. SUMMARY: This motion authorizes an 18-month service agreement for the development of the 10- Year Parks and Recreation Master Plan. BACKGROUND AND FINDINGS: The Parks and Recreation Department is committed to providing residents with a variety of recreational, natural resources and events. These Parks sponsored programs are hosted at City parks, aquatic facilities, senior centers, recreation centers and public beaches. In order for the Parks and Recreation Department to maintain accreditation by the Commission for Accreditation of Park and Recreation Agencies and to qualify for Texas Parks and Wildlife Department (TPWD) funding, the City is required to have a Parks Master Plan. The City is required to complete a major Parks Master Plan update every 10 years and the last one was completed in 2012. Texas Parks and Wildlife matching funds are one of the sources of capital funds for the Parks and Recreation Department. Typically, the state to local match is 80/20 for projects from the Land and Water Conservation Fund, and 50/50 match for Trails related projects. The Department last received a TPWD grant in the amount of $48,033 for a Community Outdoor Outreach Program at the Oso Bay Wetlands Preserve in 2016. This Parks Master Plan update also aides in defining required areas to maintain departmental accreditation. A Parks Master Plan provides a comprehensive park and recreation system plan and provides recommendations for provision of facilities, programs and services; parkland acquisition and development; maintenance and operations; and administration and management. The Parks Master Plan serves to guide future park and recreation improvements and operations through a comprehensive system plan. It provides recommendations on the following: •Facilities •Programs and services •Parkland acquisition and development •Maintenance and operations •Administration and management. The scope of the new Parks Master Plan will be developed by the selected consultant and will replace the current Parks Master Plan. The updated Parks Master Plan also will identify and recommend a new list of unused parks to be sold based on the 2012 Parks Master Plan. It will also capture new demographics, local developments, city standards, and existing resources. The Parks Master Plan is essential in assisting City staff in implementing short and long-term work plans, evaluating the prioritization of projects, and project decisions that benefit the community by enhancing the local quality of life. The following is a summary of the Master Plan activities for the update: • Comprehensive Community Engagement will include multiple and diverse methods for gaining input throughout the planning effort. Virtual as well as in-person techniques will be used. All external engagement efforts will be bilingual. In addition to input from City staff, stakeholder input will also be solicited from the Parks and Recreation Advisory Committee, neighborhood representatives, HOAs, recreation facility users, youth, and seniors. • Conduct and participate in numerous meetings with Parks and Recreation Advisory Committee, operating department representatives, community stakeholders, and local public regarding the needs, goals, and objectives of the community • Provide a project schedule indicating timelines and meeting dates associated with each component of the strategic planning process • Provide media outreach and public statements for the project schedule • Perform a comprehensive review of the City of Corpus Christi Parks and Recreation policies • Update of parks inventory • Update stated park goals and objectives • Update of community park needs based on community developments, current demographics and uses, park upgrades, etc. • Plan for the continuation or extension of existing hike and bike trails and identify areas that require new hike and bike trails that will serve as a conduit to City parks. • Provide site plans for various parks • Recreation Program Analysis • Identify Recreational Programming Trends • Lifecycle Analysis of Current Programming • Gap Analysis of Recreation Program Needs • Conduct a Multi-Faceted Needs Assessment for Parks and Recreation The Parks Master Plan update must align with Texas Parks and Wildlife guidelines/requirements and be approved by City Council. The updated Parks Master Plan will enhance the City's opportunity to qualify and compete for state funding through TPWD. The Contracts and Procurement Department conducted a competitive Request for Proposals process to obtain proposals from qualified firms to provide master planning services. The City received 11 proposals and evaluated them against the published criteria. The City considered four firms as finalists, interviews were conducted, and pricing was evaluated. The final scores were tabulated for each firm to determine the highest- ranking firm offering the best value to the City. Staff is recommending award to Halff Associates, Inc. as the highest-ranking firm. ALTERNATIVES: Parks and Recreation could continue following the existing Corpus Christi Strategic Parks and Recreation Master Plan, however, if not updated by 2022, the City will be at a disadvantage when competing for state funding and the Department would lose accreditation. FISCAL IMPACT: The fiscal impact in FY 2020 is an amount of $273,789.00 with funding from the Community Enrichment Fund ($148,789) and General Fund ($125,000). FUNDING DETAIL: Fund: 4720 Comm Enrichment Organization/Activity: 21300 Park Acq or Devel-U n restricted Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements Other than Bldgs Cost: $138,789.00 Fund: 1020 General Fund Organization/Activity: 12900 Office of Director Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $125,000.00 Fund: 1020 General Fund Organization/Activity: 12910 Park Operations Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $5,000.00 Fund: 1020 General Fund Organization/Activity: 13041 Athletics Operations Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 530000 Professional Services Cost: $5,000.00 RECOMMENDATION: Staff recommends approval of this motion authorizing an 18-month service agreement with Halff Associates, Inc, as presented. LIST OF SUPPORTING DOCUMENTS: Evaluation Matrix Service Agreement Page 1 of 2 Ordinance authorizing an 18-month service agreement with Halff Associates, Inc. of Richardson, Texas for a total amount not to exceed $273,789.00 for the development of the 10-Year Parks and Recreation Master Plan; appropriating funds from the unreserved fund balance of the General Fund and Community Enrichment Fund; and amending the budget. Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the service agreement with Halff Associates, Inc. of Richardson, Texas for a total amount not to exceed $273,789.00 for the development of the 10-Year Parks and Recreation Master Plan is approved. SECTION 3. That funds in the amount of $125,000.00 are appropriated from the unreserved fund balance in the No. 1020 General Fund and funds in the amount of $148,789.00 are appropriated from the unreserved fund balance in the No. 4720 Community Enrichment Fund for the service agreement with Halff Associates, Inc for the development of the 10-Year Parks and Recreation Master Plan. SECTION 4. That Ordinance No. 031870, which adopted the FY 2019-2020 Operating and Capital Budget, is amended to increase proposed expenditures in the No. 1020 General Fund by $125,000.00 and increase proposed expenditures in the No. 4720 Community Enrichment Fund by $148,789.00 for the service agreement with Halff Associates, Inc for the development of the 10-Year Parks and Recreation Master Plan. 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 2020, 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 2020, 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 , 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor RFP 2983- 10-Year Master Plan for Parks and Recreation Cindy Ramos Haiti Asakura Proposal Evaluation Design Dunaway Robinson Brandstetter GreenPlay MHS Planning Heffner Deign Associates, MIG,Inc. EDSA,Inc. Stantec p Workshop Associates Company, Carroll Inc. LLC &Design Team Inc. LLC Minimum Qualifications(Pass/Fail) Required cerfificofion or Licensing Required fiee years In business No outstanding lawsuits during last 5 years or current litigation Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass with the City during last 5 years No outstanding regulatory Issues lost 5 years References Provided for firm Technical Proposal(50 pts) 44 41 44 40 39 38 38 36 30 29 26 Firm's Experience 18 points Team Member Experience 18 points Understanding of Project Scope 14 points Interview(30)points) 26 25 24 25 0 0 0 0 0 0 0 Firm's Experience 8 points Team Identification 10 points Understanding of Project Scope 12 points Price(20 points) 19 20 18 15 0 0 0 0 0 0 0 Totall 89 1 86 1 86 79 39 j 38 38 36 30 29 26 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FD134137 SUS C GO SERVICE AGREEMENT NO. 2983 U 10-Year Master Plan for Parks and Recreation ,NOp POR Ff� xs52 THIS 10-Year Master Plan for Parks and Recreation Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Halff Associates, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide 10-Year Master Plan for Parks and Recreation in response to Request for Bid/Proposal No. 2983 ("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 10-Year Master Plan for Parks and Recreation ("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 18 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-month 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 $273,789.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. 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: Page 1 of 7 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FD134137 City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Roberta Rodriguez Department: Parks and Recreation Phone: 361-826-3166 email: RobertaO@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. Page 2 of 7 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance, which may not be unreasonably withheld. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re- working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Certification. (A) The Contractor certifies 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 certifies 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 certified 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 certifies 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. Page 3 of 7 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 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: Roberta Rodriguez Title: Contract and Funds Administrator Address: 1201 Leopard St. 3rd Floor, Corpus Chrsti, TX 78401 Phone: 361-826-3166 Fax: 361-826-3864 IF TO CONTRACTOR: Halff Associates, Inc Attn: James Hemenes Title: Director of Landscape Architecture Address: 711 N. Carancahua Street, Ste 1190, Corpus Christi, TX 78401 Phone: 361-400-4600 Fax: 214-739-0095 Page 4 of 7 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS BUT SHALL HAVE NO OBLIGATION TO 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 NEGLIGENT 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, REIMBURSE INDEMNITEES, IN PROPORTION TO FAULT, AS DETERMINED BY A COURT OR FORUM OF COMPETENT JURISDICTION FOR 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. NOTWITHSTANDING THE FOREGOING, CONTRACTOR SHALL ONLY BE REQUIRED TO INDEMNIFY FOR THE CONTRACTOR'S PROPORTIONATE SHARE OF LIABILITY ATTRIBUTABLE TO CONTRACTOR'S ACTS, OMISSIONS, WILLFUL MISCONDUCT, OR FAULT WHEN SUCH ACTS, OMISSIONS, MISCONDUCT, OR FAULT ARE NOT THE RESULT OF THE CITY'S SOLE NEGLIGENCE. 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 Page 5 of 7 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 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. 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. 22. 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. 23. 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). 24. 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. 25. 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. Page 6 of 7 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1 ,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 27. 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. CONTRACT dcLSigned by: � MGS (�UMt In l S Signature: Printed Name'. James Hemenes Director of Landscape Architecture / Team Leader Title: Date: 7/16/2020 CITY OF CORPUS CHRISTI Kim Baker Director of Contracts and Procurement Date: Approved as to legal form: Assistant City Attorney for Miles Risley, City Attorney Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Certification Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. 2983 Exhibit 2: Contractor's Bid/Proposal Response Page 7 of 7 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 ATTACHMENT A: SCOPE OF WORK 1. General Requirements The purpose of this Master Plan process is to assist the City's Parks and Recreation Department in updating the 2012 Department Master Plan. The Department is committed to providing residents with a variety of recreation, cultural, natural resources and events. These programs are hosted at 189 neighborhood, community and regional parks, 6 aquatic facilities, and eight senior centers and 4 recreation centers and approximately 10 miles of public beaches. In addition to open space areas and playgrounds, features include walking courses, dog parks, skate parks, splash pads, and lighted sport areas. 2. Scope of Work A. The Contractor shall gather information by conducting community input, online surveys, stakeholder meetings and consultation with City representatives. The final product shall address the following: 1 . Concentrate on connectivity and expansion of unpaved trails and bike paths. 2. Have all residents within 10-minute walk to parks in an effort to address the parks system's role in public health and to incorporate Center For Disease Control recommendations. 3. High walkability to programs and events is important. 4. Increase adult classes and therapeutic recreation classes. 5. Update and modernize current recreation centers. 6. Continue to maintain existing facilities to a high level - be proactive in preventative maintenance. 7. Stay ahead of the curve with recreation trends, unique programs, and modernized facilities. 8. Plan for changing demographics and growth, additional families, and more seniors. 9. Create a greater "sense of ownership" among more park users. 10. Enhance safety and security features in the parks. 11 .Continue to serve high population of dog owners, some with specialized needs for equipment. 12. Plan for the future of South Corpus Christi. 13.Continue to develop access and amenities for all ages and abilities. 14. Be proactive with new technology in parks - Wi-Fi, registration system, online payments. Page 1 of 5 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 B. Planning 1 . Contractor shall conduct an orientation meeting with the City of Corpus Christ Parks and Recreation Department (PARD) staff to kickoff the PARD strategic planning process. 2. Consultant shall provide a project schedule indicating timelines and meeting dates associated with each component of the strategic planning process. 3. Contractor shall meet with a member of the Parks and Recreation Advisory Board (PRAC). During this meeting the Contractor shall provide an overview of the strategic planning process and anticipated schedule. This will also provide an initial opportunity for PRAC to provide feedback. 4. Contractor shall provide media outreach and public statements for the project schedule. 5. Contractor shall review all previous and current plans, research and studies that are available from the City of Corpus Christi that relate to the delivery of parks, recreation, cultural and leisure services, including but not limited to: annual reports, brochures, and pertinent city-wide planning studies. 6. Contractor shall utilize existing information to compile demographic and population information to provide adequate forecasting for future needs identified in the Plan. Perform and analysis of the demographic and population characteristics with emphasis on identifying the locations of existing and planned residential service areas. The demographic information should provide population diversity to include: age characteristics, ethnicity, income, projected population, and growth and non-growth patterns. The analysis will provide demographic information by areas/sectors in order to allocate resources as needed. 7. Contractor shall review local, regional and national trends related to Parks and Recreation. Such trends may include but are not limited to: a. Community Revitalization b. Green Infrastructure c. Sustainable Development d. Social e. Tourism f. Economic g. Health h. Demographic i. Technological J. Urban Development k. Parks and Recreation Administrative Trends I. National Recreational Trends Page 2 of 5 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 m. Parks, Recreation Facilities and Programming Trends 8. Contractor shall perform a comprehensive review of the City of Corpus Christi Parks and Recreation policies. Develop recommended changes to existing policies as well as recommend new policies to improve the delivery of PARD programs and services. 9. Contractor shall prepare and present a technical report and presentation to the Parks and Recreation Advisory Committee summarizing this phase which shall include appropriate graphics and visual aids. Technical reports to include recommendations on city-wide planning sub areas. C. Existing Programs and Facilities Analysis 1 . Contractor shall review existing reports to perform an inventory and analysis of all existing City of Corpus Christi Parks and Recreation facilities. 2. Contractor shall identify the un-served current and future growth needs by developing service area maps utilizing industry accepted mapping technology. Maps shall illustrate and identify park facilities and open spaces and include all amenities such as but not limited to: athletic fields, picnic areas, playgrounds, trails, greenways, natural areas and any other special conditions. a. Develop a mapping methodology to evaluate areas of the City on various criteria, such as: L Adequately served now. ii. Expected to adequately serve the projected population growth for the next ten years. iii. Not adequately being served at the present time and/or lacking specific parks facilities, programming or amenities. iv. Adequately served now, but not expected to adequately serve the projected growth. v. Excess current service capacity. vi. Accessibility/Connectivity. b. Contractor shall evaluate pedestrian and bicycle access to park facilities from adjacent neighborhoods. Evaluation shall include: L Existing conditions and availability of sidewalks, trails, or other pathways that are available for park facility access. ii. Identification of public transit access to neighborhood parks. iii. Identification of access barriers, such as failed sidewalks, non- connected trails/pathways, safety concerns, fences, natural barriers, inadequate public transit. iv. Evaluation shall include a map of all parks and accessibility/connectivity findings. Page 3 of 5 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 c. Contractor shall utilize staff and public input, surveys, and contractor's observations in order to assess the current recreational program offerings, staffing needs and customer satisfaction. d. Contractor shall prepare and present a technical report and presentation to the Parks and Recreation Advisory Committee summarizing this phase which shall include appropriate graphics and visual aids. Technical report shall include design guidelines for park greenways and natural areas. D. Needs Analysis 1 . Contractor shall conduct a meeting and interviews with PARD staff members regarding their perceptions of the needs and concerns for improved services, facilities, programs, parks and open space. In addition, meet with other appropriate City staff such as Public Works, Economic Development, Planning and Zoning staff to identify mutual needs related to the delivery of quality parks and programs. 2. Contractor shall conduct two public stakeholder meetings with representatives of each planning sub area. Anticipated groups to include senior citizens, athletic groups both youth and adult, cultural arts, private and non-profit recreation providers, school officials and other appropriate representation. 3. Contractor shall perform a statistically valid survey such as mail/phone/social media, etc. for each planning sub-area. The survey will be used to identify: a. Current satisfaction levels with programs and facilities b. Participation in current programs c. Parks currently used d. Park amenities desired e. Need for additional indoor and outdoor facilities/programs f. Need for improvements to existing facilities g. Preferred/acceptable method to travel to parks, i.e. walking, driving, public transit, cycling h. Identify the primary PARD functions to be performed. 4. Contractor shall create benchmarking comparisons of five other comparable cities. Information to include park acreage both developed and undeveloped per capita budgets, capital improvement program budgets and types of programs offered. The City shall approve questions prior to the benchmarking survey. Page 4 of 5 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 5. Contractor shall perform an analysis of the results of the mapping of parks and facilities and review of the public input process to identify portions of the community and target populations that are underserved. Maps shall be prepared for various facilities such as athletic fields, playgrounds, picnic shelters, aquatic facilities, recreation centers, to identify the distribution throughout the City. 6. Contractor shall prepare and present a technical report and presentation to the Parks and Recreation Advisory Committee summarizing this phase which shall include appropriate graphics and visual aids. The Contractor shall make recommendations to address service deficiencies and develop level of service guidelines for recreation programs and park operations. E. Physical Planning and Recommendations 1 . Contractor shall identify needed capital improvements for PARD based on collaboration with PARD staff, previous stakeholder findings and financial analysis. The capital improvement recommendations will guide development and improvements of parks and recreation facilities and programs. 2. Contractor shall conduct a priority assessment with PARD staff, to identify immediate Capital Improvement Project (CIP) needs and long-term CIP project needs. 3. Contractor shall prepare a summary report to the Parks and Recreation Advisory Committee summarizing the Capital Improvement Projects recommended. Technical reports shall include phased Capital Improvement implementation plan with specific strategies for parks, greenways, and natural land and existing park facility improvements. 3. Special Instructions Draft and Final Reports A. Contractor shall prepare and draft the 10-year Master Plan for Parks and Recreation for PARD and the Parks and Recreation Advisory Committee review. B. Contractor shall make a presentation to PARD Management and the Parks and Recreation Advisory Committee summarizing the final recommendations. C. Contractor shall prepare the Final 10-year Master Plan for Parks and Recreation that includes all components of the planning process. D. Contractor shall make presentations of the Final 10-year Master Plan for Parks and Recreation to the Parks and Recreation Advisory Committee and City Council. Page 5 of 5 DocuSign Envelope ID: 143A3E10-7612-4861-B81F-E07479FDB4B7 ATTACHMENT B: BID/PRICING SCHEDULE 10 YEAR MASTER PLAN 15.3 D: PROPOSAL opus c o CITY OF CORPUS CHRISTI > Pricing Form v CONTRACTS AND PROCUREMENT DEPARTMENT NO FPPpE 1852 RFP 2983 10-Year Master Plan for Parks and Recreation PAGE 1 OF 1 DATE: May 8, 2020 Halff Associates, Inc. PROPOSER AUTHORIZED SIGNATURE 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing proposal. 2. Provide your best price for each item. 3. In submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. ITEM DESCRIPTION QTY UNIT TOTAL PRICE 1.0 10-Year Master Plan for Parks and 1 Lump Sum Recreation $273,789.00 (Include an itemized work format for the project's costs for services with Pricing Form :C: HALFF Page 1 OF 1 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FD134137 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A.Contractor must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1 ) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property Damage cancellation, non-renewal, material Per occurrence - aggregate change or termination required on all certificates and policies. ERRORS & OMISSIONS $1,000,000 Per Occurrence $1,000,000 Aggregate C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Page 1 of 3 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 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. Page 2 of 3 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 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 34 Professional Services - Errors & Omissions 05/23/2019 Risk Management - Legal Dept. No bonds are required, therefore, Section 5. (B) is null to this agreement. Page 3 of 3 DocuSign Envelope ID: 143A3E10-7612-4861-1381F-E07479FDB4B7 ATTACHMENT D: WARRANTY Section 8. (A) and (B) are null to this agreement Page 1 of 1 spaS cr G0 � O U NOflPORPY EO xs5� AGENDA MEMORANDUM Action Item for the City Council Meeting of August 25, 2020 DATE: August 14, 2020 TO: Peter Zanoni, City Manager FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Richard Martinez, Director of Public Works/Street Operations richardm5@cctexas.com (361) 826-3419 Kim Baker, Director of Contracts and Procurement kimb2@cctexas.com (361) 826-3169 Construction Contract Awards Ocean Drive from Louisiana Avenue to Robert Drive and Robert Drive to Ennis Joslin Road CAPTION: Ordinance awarding two construction contracts to Haas-Anderson Construction, Ltd., Corpus Christi, Texas for the mill and overlay of Ocean Drive from Louisiana Avenue to Robert Drive in the amount of $6,081,782.85 and Ocean Drive from Robert Drive to Ennis Joslin Road in the amount of $4,399,728.35 and amending the FY 2020 Operating and Capital Budget to include Ocean Drive from Louisiana Avenue to Robert Drive and Ocean Drive from Robert Drive to Ennis Joslin Road projects; appropriating $4,554,601.20 from the unreserved fund balance of the General Fund, located in Council District 4, with funding available from the 2012 and 2014 Street Bond Program, and the FY 2021 Type B, FY 2020 General, Storm Water, Wastewater, and Water Funds. SUMMARY: This motion approves two construction contracts with Haas-Anderson Construction, Ltd., for Ocean Drive from Louisiana Avenue to Robert Drive in an amount of $6,081 ,782.85 and Ocean Drive from Robert Drive to Ennis Joslin Road in an amount of $4,399,728.35 for the mill and overlay of Ocean Drive with new asphalt pavement including all bike lanes, traffic signs, pavement markings, minor curb and gutter improvements and utility improvements. BACKGROUND AND FINDINGS: Ocean Drive begins north of Cole Park and curves along to the southeast Corpus Christi Bay ending at the Naval Air Station. Ocean Drive is one of the most scenic drives of the City that attracts tourists, bikers and walkers. Additionally, it is a regular transportation route for many. There are six City Parks located along Ocean Drive that fronts Corpus Christi Bay. Ocean Drive from Louisiana Avenue to Ennis Joslin Road is a heavily traveled roadway that is currently experiencing surface pavement distress and requires repairs to the asphalt pavement to extend the roadway lifespan, improve the ride quality, and reduce future maintenance costs. The project scope 2.87 miles of Ocean Drive from Louisiana Avenue to Robert Drive and includes 2.14 miles of Ocean Drive from Robert Drive to Ennis Joslin Road with total length of 5.01 miles. The project will include pavement mill and overlay from curb to curb, road signage as needed, pavement markings, minor curb and gutter replacements as needed for positive drainage of storm water and minor water and wastewater improvements. This project was designed and bid as two separate projects due to the length of the street. The remaining portion of Ocean Drive from Interstate 37 to Louisiana is currently being rehabilitated by a different contractor (a small section of road near Cole Park and Sphon Hospital on Shoreline was recently reconstructed and will not be included in the scope of work). The completion of this project will allow for the complete mill and overlay of Ocean Drive from Interstate 37 to Ennis Joslin — a 14-mile stretch of roadway. PROJECT TIMELINES: 2020 2020 -202 October - August (Ocean Drive from Louisiana Avenue to Robert Drive) April - June July - Sept and October —June (Ocean Drive from Robert Drive to Ennis Joslin Road) Design Bid/Award Construction Project schedule reflects City Council approval in September 2020 with anticipated completion of Ocean Drive from Louisiana Avenue to Robert Drive by August 2021 (11 months) and Ocean Drive from Robert Drive to Ennis Joslin Road by June 2021 (9 months). COMPETITIVE SOLICITATION PROCESS The Contracts and Procurement Department issued a Request for Bids. The solicitation contained one base bid for asphalt pavement only. On August 12, 2020 the City received two bids for each project. A summary of the bids is provided below. Bid Summary — Base Bid 1 (Asphalt) Ocean Drive from Ocean Drive from Contractor Robert Drive to Louisiana Avenue Ennis Joslin Road to Robert Drive Base Bid Base Bid Haas-Anderson Construction, Ltd. $4,399,728.35 $6,081,782.85 Bay, Ltd. $5,929,908.05 $7,409,349.30 Engineer's Opinion of Probable Cost $5,095,476.25 $6,621,583.75 The City analyzed the bids in accordance with the contract documents and determined Haas-Anderson Construction, Ltd., is the lowest responsive and responsible bidder for both parts. Haas-Anderson Construction, Ltd. is a reputable, Corpus Christi construction company that has been in the construction business in Corpus Christi for many years and has successfully completed several City streets projects. ALTERNATIVES: The alternative is not to award the construction contract to the low-bidder, Haas-Anderson Construction, Ltd. This would delay the project and conflict with City Council's goal to expedite street projects. FISCAL IMPACT: The fiscal impact in FY 2020 of the Ocean Drive construction is an amount of $4,399,728.35 for Part 1 and $6,081 ,782.85 for Part 2 to be funded through 2012, 2014 Street Bond Programs interest appropriation, FY 2021 Type B, FY 2020 General, Storm Water, Wastewater, and Water Funds. Funding Detail: Fund: 3551 — Street Bond 14 Organization/Activity: 500030-3551 Mission Element: 051 Account: 500030-Reserve appropriation (Interest Earnings) Amount: $2,000,000 Fund: 3552 — Street Bond 12 Organization/Activity: 500030-3552 Mission Element: 051 Account: 500030-Reserve appropriation (Interest Earnings) Amount: $250,000 Fund: 3554 — Street Bond 12 Organization/Activity: 500030-3554 Mission Element: 051 Account: 500030-Reserve appropriation (Interest Earnings) Amount: $250,000 Fund: 1148 — Type B Streets Organization/Activity: 1148-60250-777 Mission Element: 051 Account: 548500 — Operating transfer to CIP Amount: $3,000,000 Fund: 1020 — General Fund Account: 251850 — Unreserved Fund Balance Amount: $4,554,601.20 Fund: 4010 - Water Organization/Activity: 4010-30281-062 Mission Element: 062 Account: 520130-Maintenance and Repairs 530080-Light, Heat & Power 530230-Equipment Maintenance Amount: $113,840 Fund: 4200 - Wastewater Organization/Activity: 4200-33000-062 Mission Element: 062 Account: 530001-Outside legal counsel Amount: $162,920 Fund: 4300 — Storm Water Organization/Activity: 4300-32006-043, 4300-32005-043, 4300-32040-043 Mission Element: 043 Account: 530000-Professional Services 530001-Outside legal counsel Amount: $150,150 RECOMMENDATION: Staff recommends awarding Ocean Drive from Louisiana Avenue to Robert Drive in the amount of $6,081,782.85 and Ocean Drive from Robert Drive to Ennis Joslin Road in the amount of $4,399,728.35 to Haas-Anderson Construction, Ltd. The construction duration planned for Ocean Drive from Robert Drive to Ennis Joslin Road is 9 months and for Ocean Drive from Louisiana Avenue to Robert Drive is 11 months from issuance of the Notice to Proceed to begin construction in September 2020. LIST OF SUPPORTING DOCUMENTS: Ordinance Location Map Bid Tabs Construction contracts Ordinance awarding two construction contracts to Haas-Anderson Construction, Ltd., Corpus Christi, Texas for the mill and overlay of Ocean Drive from Louisiana Avenue to Robert Drive in the amount of $6,081,782.85 and Ocean Drive from Robert Drive to Ennis Joslin Road in the amount of $4,399,728.35 and amending the FY 2020 Operating and Capital Budget to include Ocean Drive from Louisiana Avenue to Robert Drive and Ocean Drive from Robert Drive to Ennis Joslin Road projects; appropriating $4,554,601.20 from the unreserved fund balance of the General Fund, located in Council District 4, with funding available from the 2012 and 2014 Street Bond Program, and the FY 2021 Type B, FY 2020 General, Storm Water, Wastewater, and Water Funds. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Fiscal Year 2020 Capital Improvement Program Budget adopted by Ordinance 031870 is amended to increase the budget in the amount of $10,481 ,511 .20 for Ocean Drive from Robert Drive to Ennis Joslin Road Project 20271 and Ocean Drive from Louisiana Avenue to Robert Drive Project 20272. SECTION 2. The FY 2020 Operational Budget adopted by Ordinance No. 031870 is amended to appropriate $4,554,601 .20 from the unreserved fund balance of the General Fund. SECTION 3. The FY 2020 Operational Budget adopted by Ordinance No. 031870 is amended to increase expenditures by $4,554,601 .20. SECTION 4. The City Manager or designee is authorized to execute a construction contract with Haas-Anderson Construction, Ltd., Corpus Christi, Texas for Ocean Drive from Robert Drive to Ennis Joslin Road in the amount of $4,399,728.35 and Ocean Drive from Louisiana Avenue to Robert Drive in the amount of$6,081 ,782.85 for the resurfacing of Ocean Drive with new asphalt pavement, traffic signs, pavement markings, minor curb and gutter improvements and utility improvements. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2020, 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 2020, 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 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor SCALE: N.T.S. Project Location d CORPUS CHRISTI BAY VICINITY MAP ; NOT TO SCALE SjQ �P PART 2 PART 1 � � TEXAS A UNIVERSIT �O y0<<Y CORPUS 6 358 O ISS v� OSO BAY 0, LOCATION MAP Project Numbers: 20271 , 20272 NOT TO SCALE OCEAN DRIVE CITY COUNCIL EXHIBIT (LOUISIANA AVENUE TO ROBERT DRIVE) CITY OF CORPUS CHRISTI,TEXAS V441 ROBERT DRIVE TO ENNIS JOSLIN ROAD DEPARTMENT OF ENGINEERING SERVICES •moo j ....'��d .. .. � � � /\ � v \ w � v L ? *'A'•r _. .'� his Y . < .. •r �. ��e t` •�rx y %� �iT�� �L�y r`r � ��r- q- , � ..« ^ •♦ � � � `•gam _ , � • , •. y`' ,��,. .., � CORPUS CHRISTI BAY Ikk V. • r. . • _ • _ , 5/ . OCEAN DRIVE CITY COUNCILEXHIBIT ROBERT(LOUISIANA AVENUE TO CORPUS 4 CORPUS CHRISTI BAY :r NMI SWANTNER PARK ilk • U .• i s a x{ r• • r , J � r /.. .A r.. ♦ r A it ♦ ,i Q - ' r 4 ProjectNumber: xis►x. � NOT •SCALE - OCEAN DRIVE CITY COUNCIL (ROBERTDRIVE TO ENNIS JOSLIN ' •ACORPUS TABULATION OF BIDS CITY OF CORPUS CHRISTI,TEXAS-CONTRACTS AND PROCUREMENT DEPT. BID DATE:Wed., August 12,2020 OCEAN DRIVE-ROBERT DR TO ENNIS JOSLIN RD HAAS-ANDERSON CONSTR LTD BAY LTD PROJECT NO 20271 PO BOX 7692 401 CORN PRODUCTS RD RFB#3189 CC,TX 78467 CC,TX 78409 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT PART A-GENERAL Al MOBILIZATION LS 1 $ 203,000.00 $ 203,000.00 $ 32,000.00 $ 32,000.00 A2 PROJECT BONDS AND PROJECT SPECIFIC INSURANCE AL 1 $ 25,000.00 $ 25,000.00 $ 37,000.00 $ 37,000.00 A3 BARRICADES,SIGNS AND TRAFFIC HANDLING MO 8 $ 2,950.00 $ 23,600.00 $ 39,700.00 $ 317,600.00 A4 TEMPORARY TRAFFIC CONTROLS DURING CONSTRUCTION LS 1 $ 51,000.00 $ 51,000.00 $ 51,700.00 $ 51,700.00 AS ITRAFFIC CONTROL PLAN AT INTERSECTION EA 3 $ 3,490.00 $ 10,470.00 $ 2,500.00 $ 7,500.00 A6 OZONE DAYS DAY 4 $ 2,210.00 $ 8,840.00 $ 110.00 $ 440.00 A7 RIDE QUALITY ANALYSIS EA 2 $ 2,210.00 $ 4,420.00 $ 3,000.00 $ 6,000.00 A8 STORM WATER POLLUTION PREVENTION LS 1 $ 1,380.00 $ 1,380.00 $ 2,900.00 $ 2,900.00 A9 CONSTRUCTION EXITS(INSTALL)(TY 1) SY 200 $ 24.00 $ 4,800.00 $ 63.00 $ 12,600.00 A10 CONSTRUCTION EXITS(REMOVE) SY 200 $ 6.90 $ 1,380.00 $ 27.00 $ 5,400.00 All BIODEG EROSN CONT LOGS(INSTL)(12") LF 796 $ 4.40 $ 3,502.40 $ 9.00 $ 7,164.00 Al2 BIODEG EROSN CONT LOGS(REMOVE) LF 796 $ 1.10 $ 875.60 $ 7.00 $ 5,572.00 A13 ALLOWANCE FOR SAFETY CONTINGENCY AL 1 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 A14 ALLOWANCE FOR UNANTICIPATED GENERAL ACTIVITIES AL 1 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 SUBTOTAL PART A-GENERAL $ 358,268.00 $ 505,876.00 PART B-STREET IMPROVEMENTS Bl ASPH(AC-15P,HFRS-2P OR CRS-2P) GAL 36260 $ 2.55 $ 92,463.00 $ 3.20 $ 116,032.00 B2 AGGR(TY-PB GR-4S OR TY-PB GR-4)(SAC-B) CY 887 $ 155.00 $ 137,485.00 $ 230.00 $ 204,010.00 B3 D-GR HMA TY-B SAC-B PG64-22 TON 17774 $ 95.00 $ 1,688,530.00 $ 112.50 $ 1,999,575.00 B4 D-GR HMA TY-D SAC-B PG70-22 TON 10258 $ 102.00 $ 1,046,316.00 $ 119.75 $ 1,228,395.50 B5 FLEXIBLE PAVEMENT STRUCTURE REPAIR(2.5") SY 14656 $ 17.00 $ 249,152.00 $ 35.00 $ 512,960.00 B6 PLANE ASPH CONC PAV(2") SY 92861 $ 2.10 $ 195,008.10 $ 3.00 $ 278,583.00 B7 PLANE ASPH CONC PAV(4") SY 80623 $ 2.85 $ 229,775.55 $ 5.50 $ 443,426.50 B8 ADJUSTING MANHOLES(STORM) EA 30 $ 1,940.00 $ 58,200.00 $ 3,500.00 $ 105,000.00 B9 ADJUST EXISTCURB INLET EA 39 $ 566.00 $ 22,074.00 $ 1,500.00 $ 58,500.00 Page 1 of 3 OCEAN DRIVE-ROBERT DR TO ENNIS JOSLIN RD HAAS-ANDERSON CONSTR LTD BAY LTD PROJECT NO 20271 PO BOX 7692 401 CORN PRODUCTS RD RFB#3189 CC,TX 78467 CC,TX 78409 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT FURNISH AND INSTALL ROADSIDE TRAFFIC SIGN AND B10 SUPPORTASSEMBLY(SCH 80-TRIANGULAR SLIPBASE) EA 40 $ 546.00 $ 21,840.00 $ 570.00 $ 22,800.00 Bll REMOVE SM RD SN SUP&AM EA 22 $ 83.00 $ 1,826.00 $ 86.00 $ 1,892.00 B12 REFL PAV MRK TY I(W)4"(BRK)(90 MIL) LF 5565 $ 0.55 $ 3,060.75 $ 0.55 $ 3,060.75 B13 JREFL PAV MRK TY I(W)4"(DOT)(90 MIL) LF 180 $ 0.85 $ 153.00 $ 0.85 $ 153.00 B14 JREFL PAV MRK TY I(W)4"(SLD)(90 MIL) LF 20260 $ 0.50 $ 10,130.00 $ 0.50 $ 10,130.00 B15 REFL PAV MRK TY I(W)8"(SLD)(90 MIL) LF 1480 $ 0.90 $ 1,332.00 $ 0.90 $ 1,332.00 B16 REFL PAV MRK TY I(W)12"(SLD)(90 MIL) LF 30 $ 2.20 $ 66.00 $ 2.30 $ 69.00 B17 REFL PAV MRK TY I(Y)4"(SLD)(90 MIL) LF 11805 $ 0.50 $ 5,902.50 $ 0.50 $ 5,902.50 B18 REFL PAV MRK TY I(Y)24"(SLD)(90 MIL) LF 20 $ 16.00 $ 320.00 $ 16.25 $ 325.00 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)24" B19 (SLD)(125 MIL) LF 564 $ 15.00 $ 8,460.00 $ 16.00 $ 9,024.00 REFL PAV MRKTYC HEATAPPL PREFAB THERMO(W) B20 (ARROW)(125 MIL) EA 7 $ 221.00 $ 1,547.00 $ 230.00 $ 1,610.00 REFL PAV MRKTYC HEATAPPL PREFABTHERMO(W) B21 (WORD)(125 MIL) EA 6 $ 276.00 $ 1,656.00 $ 290.00 $ 1,740.00 REFL PAV MRKTYC HEATAPPL PREFAB THERMO(W)(BIKE B22 ARW)(125 MIL) EA 18 $ 105.00 $ 1,890.00 $ 110.00 $ 1,980.00 REFL PAV MRKTYC HEATAPPL PREFAB THERMO(W)(BIKE B23 SYM)(125 MIL) EA 18 $ 204.00 $ 3,672.00 $ 210.00 $ 3,780.00 REFL PAV MRKTYC HEATAPPLIED PREFAB PREFORM B24 THERMO(W)(SHARED LN MARKING)(125 MIL) EA 4 $ 276.00 $ 1,104.00 $ 290.00 $ 1,160.00 B25 REFL PAV MRKR TY II-A-A EA 8 $ 11.00 $ 88.00 $ 11.50 $ 92.00 B26 REFL PAV MRKR TY II-C-R EA 360 $ 4.40 $ 1,584.00 $ 4.60 $ 1,656.00 B27 REFL PAV MRKR TY II-B-B EA 40 $ 8.80 $ 352.00 $ 9.20 $ 368.00 B28 PORTABLE CHANGEABLE MESSAGE SIGN DAY 200 $ 72.00 $ 14,400.00 $ 300.00 $ 60,000.00 ALLOWANCE FOR UNANTICIPATED STREET B29 IMPROVEMENTS AL 1 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 B30 PRIME COAT(SS-1H) GAL 16583 $ 2.15 $ 35,653.45 2.6 $ 43,115.80 SUBTOTAL PART B-STREET IMPROVEMENTS $ 3,859,040.35 $ 5,141,672.05 PART E-DRAINAGE IMPROVEMENTS El REMOVE CONC(CURB&GUTTER) LF 220 $ 13.00 $ 2,860.00 28 $ 6,160.00 E2 6"CURB&GUTTER LF 220 $ 68.00 1 $ 14,960.00 1 80 $ 17,600.00 Page 2 of 3 OCEAN DRIVE-ROBERT DR TO ENNIS JOSLIN RD HAAS-ANDERSON CONSTR LTD BAY LTD PROJECT NO 20271 PO BOX 7692 401 CORN PRODUCTS RD RFB#3189 CC,TX 78467 CC,TX 78409 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT E3 BACKFILL CY 10 $ 203.00 $ 2,030.00 310 $ 3,100.00 ALLOWANCE FOR UNANTICIPATED DRAINAGE E4 IMPROVEMENTS AL 1 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 SUBTOTAL PART E-DRAINAGE IMPROVEMENTS $ 29,850.00 $ 36,860.00 PART F-WATER IMPROVEMENTS F1 ADJUST EXIST WATER VALVE EA 61 $ 1,010.00 $ 61,610.00 1500 $ 91,500.00 ALLOWANCE FOR UNANTICIPATED WATER F2 IMPROVEMENTS AL 1 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 SUBTOTAL PART F-WATER IMPROVEMENTS $ 66,610.00 $ 96,500.00 PART G-WASTEWATER IMPROVEMENTS $ - G1 ADJUSTING MANHOLES(WASTEWATER) EA 32 $ 2,530.00 $ 80,960.00 4500 $ 144,000.00 ALLOWANCE FOR UNANTICIPATED WASTEWATER G2 IMPROVEMENTS AL 1 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 SUBTOTAL PART G-WASTEWATER IMPR $ 85,960.00 $ 149,000.00 TOTAL BASE BID-(PARTS A,B,E,F and G) I I $ 4,399,728.35 $ 5,929,908.05 Page 3 of 3 TABULATION OF BIDS CITY OF CORPUS CHRISTI,TEXAS-CONTRACTS AND PROCUREMENT DEPT. BID DATE:Wed., August 12,2020 OCEAN DRIVE-LOUISIANA AVE TO ROBERT DR HAAS-ANDERSON CONSTR LTD BAY LTD PROJECT NO 20272 PO BOX 7692 401 CORN PRODUCTS RD RFB#3190 CC,TX 78467 CC,TX 78409 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT PART A-GENERAL Al MOBILIZATION LS 1 $ 300,000.00 $ 300,000.00 $ 44,200.00 $ 44,200.00 A2 PROJECT BONDS AND PROJECT SPECIFIC INSURANCE AL 1 $ 33,000.00 $ 33,000.00 $ 45,000.00 $ 45,000.00 A3 BARRICADES,SIGNS AND TRAFFIC HANDLING MO 10 $ 5,000.00 $ 50,000.00 $ 37,400.00 $ 374,000.00 A4 TEMPORARY TRAFFIC CONTROLS DURING CONSTRUCTION LS 1 $ 150,000.00 $ 150,000.00 $ 50,000.00 $ 50,000.00 AS ITRAFFIC CONTROL PLAN AT INTERSECTION EA 3 $ 5,000.00 $ 15,000.00 $ 5,400.00 $ 16,200.00 A6 OZONE DAYS DAY 4 $ 2,210.00 $ 8,840.00 $ 120.00 $ 480.00 A7 RIDE QUALITY ANALYSIS EA 2 $ 1,940.00 $ 3,880.00 $ 3,000.00 $ 6,000.00 A8 STORM WATER POLLUTION PREVENTION LS 1 $ 1,380.00 $ 1,380.00 $ 2,400.00 $ 2,400.00 A9 CONSTRUCTION EXITS(INSTALL)(TY 1) SY 200 $ 20.00 $ 4,000.00 $ 64.00 $ 12,800.00 A10 CONSTRUCTION EXITS(REMOVE) SY 200 $ 5.00 $ 1,000.00 $ 27.00 $ 5,400.00 All BIODEG EROSN CONT LOGS(INSTL)(12") LF 944 $ 4.45 $ 4,200.80 $ 9.00 $ 8,496.00 Al2 BIODEG EROSN CONT LOGS(REMOVE) LF 944 $ 1.10 $ 1,038.40 $ 7.00 $ 6,608.00 A13 ALLOWANCE FOR SAFETY CONTINGENCY AL 1 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 A14 ALLOWANCE FOR UNANTICIPATED GENERAL ACTIVITIES AL 1 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 SUBTOTAL PART A-GENERAL $ 592,339.20 $ 591,584.00 PART B-STREET IMPROVEMENTS Bl ASPH(AC-15P,HFRS-2P OR CRS-2P) GAL 50174 $ 2.55 $ 127,943.70 $ 3.10 $ 155,539.40 B2 AGGR(TY-PB GR-4S OR TY-PB GR-4)(SAC-B) CY 1220 $ 148.00 $ 180,560.00 $ 208.00 $ 253,760.00 B3 D-GR HMA TY-B SAC-B PG64-22 TON 24209 $ 95.00 $ 2,299,855.00 $ 99.00 $ 2,396,691.00 B4 D-GR HMA TY-D SAC-B PG70-22 TON 14191 $ 101.00 $ 1,433,291.00 $ 111.00 $ 1,575,201.00 B5 FLEXIBLE PAVEMENT STRUCTURE REPAIR(2.5") SY 20563 $ 18.00 $ 370,134.00 $ 35.00 $ 719,705.00 B6 PLANE ASPH CONC PAV(2") SY 128518 $ 2.00 $ 257,036.00 $ 2.80 $ 359,850.40 B7 PLANE ASPH CONC PAV(4") SY 109837 $ 2.85 $ 313,035.45 $ 5.20 $ 571,152.40 B8 REMOVE METAL BEAM GUARD FENCE LF 100 $ 11.00 $ 1,100.00 $ 21.00 $ 2,100.00 B9 REMOVE TERMINAL ANCHOR SECTION EA 1 $ 276.00 $ 276.00 $ 2,100.00 $ 2,100.00 B10 ADJUSTING MANHOLES(STORM) EA 26 $ 1,980.00 $ 51,480.00 $ 3,600.00 $ 93,600.00 Page 1 of 3 OCEAN DRIVE-LOUISIANA AVE TO ROBERT DR HAAS-ANDERSON CONSTR LTD BAY LTD PROJECT NO 20272 PO BOX 7692 401 CORN PRODUCTS RD RFB#3190 CC,TX 78467 CC,TX 78409 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT Bll ADJUST EXISTCURB INLET EA 55 $ 563.00 $ 30,965.00 $ 1,500.00 $ 82,500.00 FURNISH AND INSTALL ROADSIDE TRAFFIC SIGN AND B12 SUPPORTASSEMBLY(SCH 80-TRIANGULAR SLIPBASE) EA 62 $ 544.00 $ 33,728.00 $ 570.00 $ 35,340.00 B13 FURNISH AND INSTALL ROADSIDE TRAFFIC SIGN ONLY EA 3 $ 178.00 $ 534.00 $ 190.00 $ 570.00 614 I REMOVE SM RD SN SUP&AM EA 48 $ 78.00 $ 3,744.00 $ 81.00 $ 3,888.00 B15 REMOVE SM RD SN SUP&AM(SIGN ONLY) EA 8 $ 56.00 $ 448.00 $ 58.00 $ 464.00 B16 REFL PAV MRK TY I(W)4"(BRK)(90 MIL) LF 7510 $ 0.40 $ 3,004.00 $ 0.40 $ 3,004.00 B17 REFL PAV MRK TY I(W)4"(DOT)(90 MIL) LF 80 $ 1.10 $ 88.00 $ 1.25 $ 100.00 B18 REFL PAV MRK TY I(W)4"(SLD)(90 MIL) LF 27750 $ 0.40 $ 11,100.00 $ 0.45 $ 12,487.50 B19 REFL PAV MRK TY I(W)8"(SLD)(90 MIL) LF 1285 $ 0.85 $ 1,092.25 $ 0.90 $ 1,156.50 620 IREFL PAV MRK TY I(W)12"(SLD)(90 MIL) LF 110 $ 2.20 $ 242.00 $ 2.30 $ 253.00 B21 REFL PAV MRK TY I(Y)4"(SLD)(90 MIL) LF 21280 $ 0.40 $ 8,512.00 $ 0.40 $ 8,512.00 B22 REFL PAV MRK TY I(Y)24"(SLD)(90 MIL) LF 20 $ 16.00 $ 320.00 $ 16.50 $ 330.00 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)24" B23 (SLD)(125 MIL) LF 702 $ 16.00 $ 11,232.00 $ 16.25 $ 11,407.50 REFL PAV MRKTYC HEATAPPL PREFAB THERMO(W) 624 (ARROW)(125 MIL) EA 12 $ 194.00 $ 2,328.00 $ 200.00 $ 2,400.00 REFL PAV MRK TY C HEATAPPL PREFAB THERMO(W) B25 (WORD)(125 MIL) EA 10 $ 278.00 $ 2,780.00 $ 290.00 $ 2,900.00 REFL PAV MRKTYC HEATAPPL PREFABTHERMO(W)18" B26 (YLD TRI)(125 MIL) EA 9 $ 22.00 $ 198.00 $ 23.00 $ 207.00 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)(BIKE 627 ARW)(125 MIL) EA 25 $ 94.00 $ 2,350.00 $ 99.00 $ 2,475.00 REFL PAV MRKTYC HEATAPPL PREFAB THERMO(W)(BIKE B28 SYM)(125 MIL) EA 25 $ 206.00 $ 5,150.00 $ 210.00 $ 5,250.00 REFL PAV MRKTYC HEATAPPLIED PREFAB PREFORM B29 THERMO(W)(SHARED LN MARKING)(125 MIL) EA 2 $ 278.00 $ 556.00 $ 290.00 $ 580.00 B30 REFL PAV MRKR TY II-A-A EA 14 $ 4.45 $ 62.30 $ 4.50 $ 63.00 631 REFL PAV MRKR TY II-C-R EA 447 $ 3.35 $ 1,497.45 $ 3.00 $ 1,341.00 B32 REFL PAV MRKR TY II-B-B EA 54 $ 4.45 $ 240.30 $ 4.50 $ 243.00 B33 PORTABLE CHANGEABLE MESSAGE SIGN DAY 200 $ 72.00 $ 14,400.00 $ 309.00 $ 61,800.00 ALLOWANCE FOR UNANTICIPATED STREET B34 IMPROVEMENTS AL 1 $ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00 Page 2 of 3 OCEAN DRIVE-LOUISIANA AVE TO ROBERT DR HAAS-ANDERSON CONSTR LTD BAY LTD PROJECT NO 20272 PO BOX 7692 401 CORN PRODUCTS RD RFB#3190 CC,TX 78467 CC,TX 78409 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT UNIT PR AMOUNT B35 PRIMECOAT(SS-1H) GAL 23568 $ 2.15 $ 50,671.20 $ 2.70 $ 63,633.60 SUBTOTAL PART B-STREET IMPROVEMENTS $ 5,244,953.65 $ 6,455,604.30 PART E-DRAINAGE IMPROVEMENTS E1 REMOVE CONC(CURB&GUTTER) LF 1280 $ 15.00 $ 19,200.00 22 $ 28,160.00 E2 6"CURB&GUTTER LF 1280 $ 64.00 $ 81,920.00 77 $ 98,560.00 E3 BACKFILL CY 51 $ 180.00 $ 9,180.00 91 $ 4,641.00 ALLOWANCE FOR UNANTICIPATED DRAINAGE E4 IMPROVEMENTS AL 1 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 SUBTOTAL PART E-DRAINAGE IMPROVEMENTS $ 120,300.00 $ 141,361.00 PART F-WATER IMPROVEMENTS F1 ADJUST EXIST WATER VALVE EA 41 $ 1,030.00 $ 42,230.00 2000 $ 82,000.00 ALLOWANCE FOR UNANTICIPATED WATER F2 IMPROVEMENTS AL 1 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 SUBTOTAL PART F-WATER IMPROVEMENTS $ 47,230.00 $ 87,000.00 PART G-WASTEWATER IMPROVEMENTS $ - G1 ADJUSTING MANHOLES(WASTEWATER) EA 28 $ 2,570.00 $ 71,960.00 4600 $ 128,800.00 ALLOWANCE FOR UNANTICIPATED WASTEWATER G2 IMPROVEMENTS AL 1 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 SUBTOTAL PART G-WASTEWATER IMPR $ 76,960.00 $ 133,800.00 TOTAL BASE BID-(PARTS A,B,E,F and G) $ 6,081,782.85 $ 7,409,349.30jl Page 3 of 3 CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT DEPARTMENT ,1 OCEAN DRIVE - ROBERT DR TO ENNIS JOSLIN RD PROJ. NO. 20271 CONTRACT NO. 3189 Project Specifications and Drawings available at: Y:\00 LEGISTAR CONST PLANS SPECS\Item No 20 1020 Ocean Robert to E Joslin 20271 SC 0 � N U yea na o n n+�� 1$52 00 52 23 AGREEMENT This Agreement is between the City of Corpus Christi (Owner) and Haas-Anderson Construction, Ltd (Contractor). Owner and Contractor agree as follows: ARTICLE 1—WORK 1.01 Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as: Ocean Drive—From Robert Drive to Ennis Joslin Rd Prosect Number 20271 ARTICLE 2—DESIGNER AND OWNER'S AUTHORIZED REPRESENTATIVE 2.01 The Project has been designed by: Public Works Department 2525 Hygeia Street Corpus Christi, TX 78415 2.02 The Owner's Authorized Representative for this Project is: Brett Van Hazel, PMP—Asst. Director of Construction City of Corpus Christi—Engineering Services 4917 Holly Rd, Bldg#5 Corpus Christi, TX 78411 ARTICLE 3—CONTRACT TIMES 3.01 Contract Times A. The Work is required to be substantially completed within 240 days after the date when the Contract Times commence to run as provided in the Notice to Proceed and is to be completed and ready for final payment in accordance with Paragraph 17.16 of the General Conditions within 270 days after the date when the Contract Times commence to run. Agreement 005223- 1 Ocean Drive—From Robert Drive to Ennis Joslin Rd Rev 7/2020 B. Performance of the Work is required as shown in Paragraph 7.02 of the General Conditions. C. Milestones, and the dates for completion of each,are as defined in Section 0135 00 SPECIAL PROCEDURES. 3.02 Liquidated Damages A. Owner and Contractor recognize that time limits for specified Milestones, Substantial Completion, and completion and readiness for Final Payment as stated in the Contract Documents are of the essence of the Contract. Owner and Contractor recognize that the Owner will suffer financial loss if the Work is not completed within the times specified in Paragraph 3.01 and as adjusted in accordance with Paragraph 11.05 of the General Conditions. Owner and Contractor also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay(but not as a penalty): 1. Substantial Completion: Contractor shall pay Owner $1,100 for each day that expires after the time specified in Paragraph 3.01 for Substantial Completion until the Work is substantially complete. 2. Completion of the Remaining Work: Contractor agrees to pay Owner 400 for each day that expires after the time specified in Paragraph 3.01 for completion and readiness for final payment until the Work is completed and ready for final payment in accordance with Paragraph 17.16 of the General Conditions. 3. Liquidated damages for failing to timely attain Substantial Completion and Final Completion are not additive and will not be imposed concurrently. 4. Milestones: Contractor agrees to pay Owner liquidated damages as stipulated in SECTION 0135 00 SPECIAL PROCEDURES for failure to meet Milestone completions. 5. The Owner will determine whether the Work has been completed within the Contract Times. B. Owner is not required to only assess liquidated damages, and Owner may elect to pursue its actual damages resulting from the failure of Contractor to complete the Work in accordance with the requirements of the Contract Documents. ARTICLE 4—CONTRACT PRICE 4.01 Owner will pay Contractor for completion of the Work in accordance with the Contract Documents at the unit prices shown in the attached BID FORM. Unit prices have been computed in accordance with Paragraph 15.03 of the General Conditions. Contractor acknowledges that estimated quantities are not guaranteed, and were solely for the purpose of comparing Bids, and final payment for all unit price items will be based on actual quantities, determined as provided in the Contract Documents. Total Base Bid Price $ 4,399,728.35 Agreement 005223- 2 Ocean Drive—From Robert Drive to Ennis Joslin Rd Rev 7/2020 ARTICLE 5—PAYMENT PROCEDURES 5.01 Submit Applications for Payment in accordance with Article 17 of the General Conditions. Applications for Payment will be processed by the OAR as provided in the General Conditions. 5.02 Progress Payments; Retainage: A. The Owner will make progress payments on or about the 25th day of each month during performance of the Work. Payment is based on Work completed in accordance with the Schedule of Values established as provided in the General Conditions. B. Progress payments equal to the full amount of the total earned value to date for completed Work minus the retainage listed below and properly stored materials will be made prior to Substantial Completion. 1. The standard retainage is 5 percent. C. Payment will be made for the amount determined per Paragraph 5.02.13, less the total of payments previously made and less set-offs determined in accordance with Paragraph 17.01 of the General Conditions. D. At the Owner's option, retainage may be increased to a higher percentage rate, not to exceed ten percent, if progress on the Project is considered to be unsatisfactory. If retainage in excess of the amount described above is held prior to Substantial Completion,the Owner will place the additional amount in an interest bearing account. Interest will be paid in accordance with Paragraph 6.01. E. At the Owner's option, Owner may pay Contractor 100 percent of the Work completed, less amounts withheld in accordance with Paragraph 17.01 of the General Conditions and less 200 percent of OAR's estimate of the value of Work to be completed or corrected to reach Substantial Completion. Owner may, at its sole discretion, elect to hold retainage in the amounts set forth above for progress payments prior to Substantial Completion if Owner has concerns with the ability of the Contractor to complete the remaining Work in accordance with the Contract Documents or within the time frame established by this Agreement. Release or reduction in retainage is contingent upon and consent of surety to the reduction in retainage. 5.03 Owner will pay the remainder of the Contract Price as recommended by OAR in accordance with Paragraph 17.16 of the General Conditions upon Final Completion and acceptance of the Work. ARTICLE 6—INTEREST ON OVERDUE PAYMENTS AND RETAINAGE 6.01 The Owner is not obligated to pay interest on overdue payments except as required by Texas Government Code Chapter 2251. Invoices must comply with Article 17 of the General Conditions. 6.02 Except as specified in Article 5, the Owner is not obligated to pay interest on moneys not paid except as provided in Texas Government Code Chapter 2252. Agreement 005223-3 Ocean Drive—From Robert Drive to Ennis Joslin Rd Rev 7/2020 ARTICLE 7—CONTRACTOR'S REPRESENTATIONS 7.01 The Contractor makes the following representations: A. The Contractor has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents. B. The Contractor has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. The Contractor is familiar with Laws and Regulations that may affect cost, progress, and performance of the Work. D. The Contractor has carefully studied the following Site-related reports and drawings as identified in the Supplementary Conditions: 1. Geotechnical Data Reports regarding subsurface conditions at or adjacent to the Site; 2. Drawings of physical conditions relating to existing surface or subsurface structures at the Site; 3. Underground Facilities referenced in reports and drawings; 4. Reports and drawings relating to Hazardous Environmental Conditions, if any, at or adjacent to the Site; and 5. Technical Data related to each of these reports and drawings. E. The Contractor has considered the: 1. Information known to Contractor; 2. Information commonly known to contractors doing business in the locality of the Site; 3. Information and observations obtained from visits to the Site; and 4. The Contract Documents. F. The Contractor has considered the items identified in Paragraphs 7.01.D and 7.01.E with respect to the effect of such information, observations, and documents on: 1. The cost, progress, and performance of the Work; 2. The means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and 3. Contractor's safety precautions and programs. G. Based on the information and observations referred to in the preceding paragraphs, Contractor agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. H. The Contractor is aware of the general nature of Work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. I. The Contractor has correlated the information known to the Contractor, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Agreement 005223-4 Ocean Drive—From Robert Drive to Ennis Joslin Rd Rev 7/2020 Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. J. The Contractor has given the OAR written notice of all conflicts, errors, ambiguities, or discrepancies that the Contractor has discovered in the Contract Documents,and the written resolution provided by the OAR is acceptable to the Contractor. K. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. L. Contractor's entry into this Contract constitutes an incontrovertible representation by Contractor that without exception all prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents. M. CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OWNER'S INDEMNITEES IN ACCORDANCE WITH PARAGRAPH 7.14 OF THE GENERAL CONDITIONS AND THE SUPPLEMENTARY CONDITIONS. ARTICLE 8—ACCOUNTING RECORDS 8.01 Accounting Record Availability: The Contractor shall keep such full and detailed accounts of materials incorporated and labor and equipment utilized for the Work consistent with the requirements of Paragraph 15.01 of the General Conditions and as may be necessary for proper financial management under this Agreement. Subject to prior written notice,the Owner shall be afforded reasonable access during normal business hours to all of the Contractor's records, books, correspondence, instructions,drawings, receipts,vouchers, memoranda,and similar data relating to the Cost of the Work and the Contractor's fee. The Contractor shall preserve all such documents for a period of 3 years after the final payment by the Owner. ARTICLE 9—CONTRACT DOCUMENTS 9.01 Contents: A. The Contract Documents consist of the following: 1. Exhibits to this Agreement: a. Contractor's Bid Form. b. List as necessary. 2. Specifications, forms, and documents listed in SECTION 00 0100 TABLE OF CONTENTS. 3. Drawings listed in the Sheet Index. 4. Solicitation documents and Contractor's response,which are incorporated by reference. 5. Addenda, which are incorporated by reference. 6. Documentation required by the Contract Documents and submitted by Contractor prior to Notice of Award,which is incorporated by reference. B. There are no Contract Documents other than those listed above in this Article. C. The Contract Documents may only be amended, modified, or supplemented as provided in Article 11 of the General Conditions. Agreement 005223-5 Ocean Drive—From Robert Drive to Ennis Joslin Rd Rev 7/2020 ARTICLE 10—CONTRACT DOCUMENT SIGNATURES ATTEST CITY OF CORPUS CHRISTI Rebecca Huerta Michael Rodriguez City Secretary Chief of Staff AUTHORIZED APPROVED AS TO LEGAL FORM: BY COUNCIL Assistant City Attorney ATTEST(IF CORPORATION) CONTRACTOR Haas-Anderson Construction LTD (Seal Below) By: Note: Attach copy of authorization to sign if Title: person signing for CONTRACTOR is not President, Vice President, Chief Executive Officer, or Chief PO Box 7692 Financial Officer Address Corpus Christi, TX 78467 City State Zip 361/853-2535 Phone Fax dcullen@hags-anderson.com EMail END OF SECTION Agreement 005223-6 Ocean Drive—From Robert Drive to Ennis Joslin Rd Rev 7/2020 00 30 01 BID FORM Project Ocean Dr.-Phase 2B(Robert Dr.to Ennis Joslin) Name: Project 20271 Number: Owner: City of Corpus Christi OAR: I City of Corpus Christi, Public Works Design r:JConnie Garcia,P.E.-City of Corpus Christi,Public Works By its signature below,Bidder accepts all of the terms and conditions of the Bid Acknowledgement,acknowledges receipt of all Addenda to the Bid and agrees,if this Bid is accepted,to enter into a Contract with the Owner and complete the Work in accordance with the Contract Documents for the Bid price.. Bidder: Haas-Anderson Construction, Ltd. (full legal name of Bidder) Signature: (signature of person with authority to bind the Bidder) Name: (printed name of person signing Bid Form) Title: reside ads-Anderson Management L.C. (title of person signing Bid Form) era rt Attest: (signature) State of Residency: &9.5 Federal Tx ID No. r Address for Notices: 1 P ()it l lS Phone: )-9�3—a-5'3� Email: C/e—K .� 511��rfJYJ PTE or 7�% 1411 00 % A0 10, A jA i (FS+ •• fiNSE�•��s Bid Form 003001-Page 1 of 3 Ocean Dr.-Phase 2B(Robert to Ennis Joslin)-Project No.20271 Rev 8/2019 00 30 01 BID FORM Basis of Bid ItemT DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED QUANTITY AMOUNT Base Bid Part A-General(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) Al MOBILIZATION LS 1 $203,000.00 $ 203,000.00 A2 PROJECT BONDS AND PROJECT SPECIFIC INSURANCE AL 1 $ 25,000.00 $ 25,000.00 A3 BARRICADES,SIGNS AND TRAFFIC HANDLING MO 8 $ 2,950.00 $ 23,600.00 A4 TEMPORARY TRAFFIC CONTROLS DURING CONSTRUCTION LS 1 $ 51,000.00 $ 51,000.00 A5 TRAFFIC CONTROL PLAN AT INTERSECTION EA 3 $ 3,490.00 $ 10,470.00 A6 OZONE DAYS DAY 4 $ 2,210.00 $ 8,840.00 A7 RIDE QUALITY ANALYSIS EA 2 $ 2,210.00 $ 4,420.00 A8 STORM WATER POLLUTION PREVENTION LS 1 $ 1,380.00 $ 1,380.00 A9 CONSTRUCTION EXITS(INSTALL)(TY 1) SY 200 $ 24.00 $ 4,800.00 A10 CONSTRUCTION EXITS(REMOVE) SY 200 $ 6.90 $ 1,380.00 All BIODEG EROSN CONT LOGS(INSTL)(12") LF 796 $ 4.40 $ 3,502.40 Al2 BIODEG EROSN CONT LOGS(REMOVE) LF 796 $ 1.10 $ 875.60 A13 ALLOWANCE FOR SAFETY CONTINGENCY AL 1 $ 10,000.00 $ 10,000.00 A14 ALLOWANCE FOR UNANTICIPATED GENERAL ACTIVITIES AL 1 $ 10,000.00 $ 10,000.00 SUBTOTAL PART A-GENERAL(Items Al thru A34) $ 358,268.00 Part B-STREET IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) B1 ASPH(AC-15P,HFRS-2P OR CRS-2P) GAL 36260 $ 2.55 $ 92,463.00 B2 AGGR(TY-PB GR-4S OR TY-PB GR-4)(SAC-B) CY 887 $ 155.00 $ 137,485.00 B3 D-GR HMA TY-B SAC-B PG64-22 TON 17774 $ 95.00 $ 1,688,530.00 B4 D-GR HMA TY-D SAC-B PG70-22 TON 10258 $ 102.00 $ 1,046,316.00 B5 FLEXIBLE PAVEMENT STRUCTURE REPAIR(2") SY 14656 $ 17.00 $ 249,152.00 B6 PLANE ASPH CONC PAV(2") SY 92861 $ 2.10 $ 195,008.10 B7 PLANE ASPH CONC PAV(4") SY 80623 $ 2.85 $ 229,775.55 B8 ADJUSTING MANHOLES(STORM) EA 30 $ 1,940.00 $ 58,200.00 B9 ADJUST EXIST CURB INLET EA 39 $ 566.00 $ 22,074.00 B10 FURNISH AND INSTALL ROADSIDE TRAFFIC SIGN AND SUPPORT ASSEMBLY EA 40 $ 546.00 $ 21,840.00 (SCH 80-TRIANGULAR SLIPBASE) Bll REMOVE SM RD SN SUP&AM EA 22 $ 83.00 $ 1,826.00 B12 REFL PAV MRK TY I(W)4"(BRK)(90 MIL) LF 5565 $ 0.55 $ 3,060.75 B13 REFL PAV MRK TY I(W)4"(DOT)(90 MIL) LF 180 $ 0.85 $ 153.00 B14 REFL PAV MRK TY I(W)4"(SLD)(90 MIL) LF 20260 $ 0.50 $ 10,130.00 B15 REFL PAV MRK TY I(W)8"(SLD)(90 MIL) LF 1480 $ 0.90 $ 1,332.00 B16 REFL PAV MRK TY I(W)12"(SLD)(90 MIL) LF 30 $ 2.20 $ 66.00 B17 REFL PAV MRK TY I(Y)4"(SLD)(90 MIL) LF 11805 $ 0.50 $ 5,902.50 B18 REFL PAV MRK TY I(Y)24"(SLD)(90 MIL) LF 20 $ 16.00 $ 320.00 B19 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)24"(SLD)(125 MIL) LF 564 $ 15.00 $ 8,460.00 B20 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)(ARROW)(125 MIL) EA 7 $ 221.00 $ 1,547.00 B21 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)(WORD)(125 MIL) EA 6 $ 276.00 $ 1,656.00 B22 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)(BIKE ARW)(125 MIL) EA 18 $ 105.00 $ 1,890.00 B23 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)(BIKE SYM)(125 MIL) EA 18 $ 204.00 $ 3,672.00 B24 REFL PAV MRK TY C HEAT APPLIED PREFAB PREFORM THERMO(W)(SHARED EA 4 $ 276.00 $ 1,104.00 LN MARKING)(125 MIL) B25 REFL PAV MRKR TY II-A-A EA 8 $ 11.00 $ 88.00 B26 REFL PAV MRKR TY II-C-R EA 360 $ 4.40 $ 1,584.00 B27 REFL PAV MRKR TY II-B-B EA 40 $ 8.80 $ 352.00 B28 PORTABLE CHANGEABLE MESSAGE SIGN DAY 200 $ 72.00 $ 14,400.00 Bid Form 00 30 01-Page 2 of 3 Ocean Dr.-Phase 2B (Robert to Ennis Joslin)-Project No.20271 Rev 8/2019 00 30 01 BID FORM Item DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED QUANTITY AMOUNT B29 ALLOWANCE FOR UNANTICIPATED STREET IMPROVEMENTS AL 1 $ 25,000.00 $ 25,000.00 B30 PRIME COAT(SS-1H) GAL 16583 $ 2.15 $ 35,653.45 SUBTOTAL PART B-STREET IMPROVEMENTS(Items Bl thru B31) $ 3,859,040.35 Part E-DRAINAGE IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) E1 REMOVE CONC(CURB&GUTTER) LF 220 $ 13.00 $ 2,860.00 E2 6"CURB &GUTTER LF 220 $ 68.00 $ 14,960.00 E3 BACKFILL CY 10 $ 203.00 $ 2,030.00 E4 ALLOWANCE FOR UNANTICIPATED DRAINAGE IMPROVEMENTS AL 1 $ 10,000.00 $ 10,000.00 SUBTOTAL PART E-DRAINAGE IMPROVEMENTS(Items E1 thru E4) $ 29,850.00 Part F-WATER IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) F1 ADJUST EXIST WATER VALVE I EA 1 61 $ 1,010.00 $ 61,610.00 F2 ALLOWANCE FOR UNANTICIPATED WATER IMPROVEMENTS I AL 1 1 $ 5,000.00 $ 5,000.00 SUBTOTAL PART F-WATER IMPROVEMENTS(Items Fl THRU F2) $ 66,610.00 Part G-WASTEWATER IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) G1 ADJUSTING MANHOLES(WASTEWATER) EA 32 $ 2,530.00 $ 80,960.00 G2 JALLOWANCE FOR UNANTICIPATED WASTEWATER IMPROVEMENTS I AL 1 1 $ 5,000.00 $ 5,000.00 SUBTOTAL PART G-WASTEWATER IMPROVEMENTS(Items G1 THRU G2) $ 85,960.00 TOTAL PROJECT BASE BID(PARTS A,B,E,F,and G) $ 4,399,728.35 Bid Form 00 30 01-Page 3 of 3 Ocean Dr.-Phase 2B (Robert to Ennis Joslin)-Project No.20271 Rev 8/2019 CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT DEPARTMENT r OCEAN DRIVE - LOUISIANA AVE TO ROBERT DR P ROJ. NO. 20272 CONTRACT NO. 3190 Project Specifications and Drawings available at: Y:\00 LEGISTAR CONST PLANS SPECS\Item No 20 1020 Ocean Louisiana to Robert 20272 SC 0 � N U yea na o n n+�� 1$52 00 52 23 AGREEMENT This Agreement is between the City of Corpus Christi (Owner) and Haas-Anderson Construction, Ltd (Contractor). Owner and Contractor agree as follows: ARTICLE 1—WORK 1.01 Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as: Ocean Drive—From Louisiana Avenue to Robert Drive Prosect Number 20272 ARTICLE 2—DESIGNER AND OWNER'S AUTHORIZED REPRESENTATIVE 2.01 The Project has been designed by: Public Works Department 2525 Hygeia Street Corpus Christi, TX 78415 2.02 The Owner's Authorized Representative for this Project is: Brett Van Hazel, PMP—Asst. Director of Construction City of Corpus Christi—Engineering Services 4917 Holly Rd, Bldg#5 Corpus Christi, TX 78411 ARTICLE 3—CONTRACT TIMES 3.01 Contract Times A. The Work is required to be substantially completed within 300 days after the date when the Contract Times commence to run as provided in the Notice to Proceed and is to be completed and ready for final payment in accordance with Paragraph 17.16 of the General Conditions within 330 days after the date when the Contract Times commence to run. Agreement 005223- 1 Ocean Drive—From Louisiana Avenue to Robert Drive Rev 7/2020 B. Performance of the Work is required as shown in Paragraph 7.02 of the General Conditions. C. Milestones,and the dates for completion of each,are as defined in Section 0135 00 SPECIAL PROCEDURES. 3.02 Liquidated Damages A. Owner and Contractor recognize that time limits for specified Milestones, Substantial Completion, and completion and readiness for Final Payment as stated in the Contract Documents are of the essence of the Contract. Owner and Contractor recognize that the Owner will suffer financial loss if the Work is not completed within the times specified in Paragraph 3.01 and as adjusted in accordance with Paragraph 11.05 of the General Conditions. Owner and Contractor also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty): 1. Substantial Completion: Contractor shall pay Owner $1,100 for each day that expires after the time specified in Paragraph 3.01 for Substantial Completion until the Work is substantially complete. 2. Completion of the Remaining Work: Contractor agrees to pay Owner 400 for each day that expires after the time specified in Paragraph 3.01 for completion and readiness for final payment until the Work is completed and ready for final payment in accordance with Paragraph 17.16 of the General Conditions. 3. Liquidated damages for failing to timely attain Substantial Completion and Final Completion are not additive and will not be imposed concurrently. 4. Milestones: Contractor agrees to pay Owner liquidated damages as stipulated in SECTION 0135 00 SPECIAL PROCEDURES for failure to meet Milestone completions. 5. The Owner will determine whether the Work has been completed within the Contract Times. B. Owner is not required to only assess liquidated damages, and Owner may elect to pursue its actual damages resulting from the failure of Contractor to complete the Work in accordance with the requirements of the Contract Documents. ARTICLE 4—CONTRACT PRICE 4.01 Owner will pay Contractor for completion of the Work in accordance with the Contract Documents at the unit prices shown in the attached BID FORM. Unit prices have been computed in accordance with Paragraph 15.03 of the General Conditions. Contractor acknowledges that estimated quantities are not guaranteed, and were solely for the purpose of comparing Bids, and final payment for all unit price items will be based on actual quantities, determined as provided in the Contract Documents. Total Base Bid Price $ 6,081,782.85 Agreement 005223- 2 Ocean Drive—From Louisiana Avenue to Robert Drive Rev 7/2020 ARTICLE 5—PAYMENT PROCEDURES 5.01 Submit Applications for Payment in accordance with Article 17 of the General Conditions. Applications for Payment will be processed by the OAR as provided in the General Conditions. 5.02 Progress Payments; Retainage: A. The Owner will make progress payments on or about the 25th day of each month during performance of the Work. Payment is based on Work completed in accordance with the Schedule of Values established as provided in the General Conditions. B. Progress payments equal to the full amount of the total earned value to date for completed Work minus the retainage listed below and properly stored materials will be made prior to Substantial Completion. 1. The standard retainage is 5 percent. C. Payment will be made for the amount determined per Paragraph 5.02.13, less the total of payments previously made and less set-offs determined in accordance with Paragraph 17.01 of the General Conditions. D. At the Owner's option, retainage may be increased to a higher percentage rate, not to exceed ten percent, if progress on the Project is considered to be unsatisfactory. If retainage in excess of the amount described above is held prior to Substantial Completion,the Owner will place the additional amount in an interest bearing account. Interest will be paid in accordance with Paragraph 6.01. E. At the Owner's option, Owner may pay Contractor 100 percent of the Work completed, less amounts withheld in accordance with Paragraph 17.01 of the General Conditions and less 200 percent of OAR's estimate of the value of Work to be completed or corrected to reach Substantial Completion. Owner may, at its sole discretion, elect to hold retainage in the amounts set forth above for progress payments prior to Substantial Completion if Owner has concerns with the ability of the Contractor to complete the remaining Work in accordance with the Contract Documents or within the time frame established by this Agreement. Release or reduction in retainage is contingent upon and consent of surety to the reduction in retainage. 5.03 Owner will pay the remainder of the Contract Price as recommended by OAR in accordance with Paragraph 17.16 of the General Conditions upon Final Completion and acceptance of the Work. ARTICLE 6—INTEREST ON OVERDUE PAYMENTS AND RETAINAGE 6.01 The Owner is not obligated to pay interest on overdue payments except as required by Texas Government Code Chapter 2251. Invoices must comply with Article 17 of the General Conditions. 6.02 Except as specified in Article 5, the Owner is not obligated to pay interest on moneys not paid except as provided in Texas Government Code Chapter 2252. Agreement 005223-3 Ocean Drive—From Louisiana Avenue to Robert Drive Rev 7/2020 ARTICLE 7—CONTRACTOR'S REPRESENTATIONS 7.01 The Contractor makes the following representations: A. The Contractor has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents. B. The Contractor has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. C. The Contractor is familiar with Laws and Regulations that may affect cost, progress, and performance of the Work. D. The Contractor has carefully studied the following Site-related reports and drawings as identified in the Supplementary Conditions: 1. Geotechnical Data Reports regarding subsurface conditions at or adjacent to the Site; 2. Drawings of physical conditions relating to existing surface or subsurface structures at the Site; 3. Underground Facilities referenced in reports and drawings; 4. Reports and drawings relating to Hazardous Environmental Conditions, if any, at or adjacent to the Site; and 5. Technical Data related to each of these reports and drawings. E. The Contractor has considered the: 1. Information known to Contractor; 2. Information commonly known to contractors doing business in the locality of the Site; 3. Information and observations obtained from visits to the Site; and 4. The Contract Documents. F. The Contractor has considered the items identified in Paragraphs 7.01.D and 7.01.E with respect to the effect of such information, observations, and documents on: 1. The cost, progress, and performance of the Work; 2. The means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and 3. Contractor's safety precautions and programs. G. Based on the information and observations referred to in the preceding paragraphs, Contractor agrees that no further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. H. The Contractor is aware of the general nature of Work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. I. The Contractor has correlated the information known to the Contractor, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Agreement 005223-4 Ocean Drive—From Louisiana Avenue to Robert Drive Rev 7/2020 Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. J. The Contractor has given the OAR written notice of all conflicts, errors, ambiguities, or discrepancies that the Contractor has discovered in the Contract Documents,and the written resolution provided by the OAR is acceptable to the Contractor. K. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. L. Contractor's entry into this Contract constitutes an incontrovertible representation by Contractor that without exception all prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents. M. CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OWNER'S INDEMNITEES IN ACCORDANCE WITH PARAGRAPH 7.14 OF THE GENERAL CONDITIONS AND THE SUPPLEMENTARY CONDITIONS. ARTICLE 8—ACCOUNTING RECORDS 8.01 Accounting Record Availability: The Contractor shall keep such full and detailed accounts of materials incorporated and labor and equipment utilized for the Work consistent with the requirements of Paragraph 15.01 of the General Conditions and as may be necessary for proper financial management under this Agreement. Subject to prior written notice,the Owner shall be afforded reasonable access during normal business hours to all of the Contractor's records, books, correspondence, instructions,drawings, receipts,vouchers, memoranda,and similar data relating to the Cost of the Work and the Contractor's fee. The Contractor shall preserve all such documents for a period of 3 years after the final payment by the Owner. ARTICLE 9—CONTRACT DOCUMENTS 9.01 Contents: A. The Contract Documents consist of the following: 1. Exhibits to this Agreement: a. Contractor's Bid Form. b. List as necessary. 2. Specifications, forms, and documents listed in SECTION 00 0100 TABLE OF CONTENTS. 3. Drawings listed in the Sheet Index. 4. Solicitation documents and Contractor's response,which are incorporated by reference. 5. Addenda, which are incorporated by reference. 6. Documentation required by the Contract Documents and submitted by Contractor prior to Notice of Award,which is incorporated by reference. B. There are no Contract Documents other than those listed above in this Article. C. The Contract Documents may only be amended, modified, or supplemented as provided in Article 11 of the General Conditions. Agreement 005223-5 Ocean Drive—From Louisiana Avenue to Robert Drive Rev 7/2020 ARTICLE 10—CONTRACT DOCUMENT SIGNATURES ATTEST CITY OF CORPUS CHRISTI Rebecca Huerta Michael Rodriguez City Secretary Chief of Staff AUTHORIZED APPROVED AS TO LEGAL FORM: BY COUNCIL Assistant City Attorney ATTEST(IF CORPORATION) CONTRACTOR Haas-Anderson Construction LTD (Seal Below) By: Note: Attach copy of authorization to sign if Title: person signing for CONTRACTOR is not President, Vice President, Chief Executive Officer, or Chief PO Box 7692 Financial Officer Address Corpus Christi, TX 78467 City State Zip 361/853-2535 Phone Fax dcullen@hags-anderson.com EMail END OF SECTION Agreement 005223-6 Ocean Drive—From Louisiana Avenue to Robert Drive Rev 7/2020 00 30 01 BID FORM Project Ocean Dr.-Phase 2A(Louisiana Ave.to Robert Dr.) Name: Project 20272 Number: Owner: City of Corpus Christi OAR: City of Corpus Christi,Public Works Desi ner:JConnie Garcia, P.E.-City of Corpus Christi,Public Works By its signature below,Bidder accepts all of the terms and conditions of the Bid Acknowledgement,acknowledges receipt of all Addenda to the Bid and agrees,if this Bid is accepted,to enter into a Contract with the Owner and complete the Work in accordance with the Contract Documents for the Bid price. Bidder: Haas-Anderson Construction, Ltd. (full legal name of Bidder) Signature: (signature of person with authority to bind the Bidder) Name: -o , (printed name of person signing Bid Form) Title: FresideK Haas-Anderson Management t.C., (title of person signing Bid Form) ,kimral , "r Attest: (Af (signature) State of Residency: Q� Federal Tx ID No. I L Address for Notices: �Y `o torn_4, Phone: J Email: �e �� 4'�l i�f yt 4—a1�'1 OP CON HIE� RUTH.. GARC �0-P- � 111411• I A✓ 4 i 0 1�k�OMA L0% e va� Bid Form 00 30 01-Page 1 of 3 Ocean Dr.-Phase 2A(Louisiana to Robert)-Project No.20272 Rev 8/2019 00 30 01 BID FORM Basis of Bid ItemT DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED QUANTITY AMOUNT Base Bid Part A-General(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) Al MOBILIZATION LS 1 $ 300,000.00 $ 300,000.00 A2 PROJECT BONDS AND PROJECT SPECIFIC INSURANCE AL 1 $ 33,000.00 $ 33,000.00 A3 BARRICADES,SIGNS AND TRAFFIC HANDLING MO 10 $ 5,000.00 $ 50,000.00 A4 TEMPORARY TRAFFIC CONTROLS DURING CONSTRUCTION LS 1 $ 150,000.00 $ 150,000.00 A5 TRAFFIC CONTROL PLAN AT SIGNALIZED INTERSECTION EA 3 $ 5,000.00 $ 15,000.00 A6 OZONE DAYS DAY 4 $ 2,210.00 $ 8,840.00 A7 RIDE QUALITY ANALYSIS EA 2 $ 1,940.00 $ 3,880.00 A8 STORM WATER POLLUTION PREVENTION LS 1 $ 1,380.00 $ 1,380.00 A9 CONSTRUCTION EXITS(INSTALL)(TY 1) SY 200 $ 20.00 $ 4,000.00 A10 CONSTRUCTION EXITS(REMOVE) SY 200 $ 5.00 $ 1,000.00 All BIODEG EROSN CONT LOGS(INSTL)(12") LF 944 $ 4.45 $ 4,200.80 Al2 BIODEG EROSN CONT LOGS(REMOVE) LF 944 $ 1.10 $ 1,038.40 A13 ALLOWANCE FOR SAFETY CONTINGENCY AL 1 $ 10,000.00 $ 10,000.00 A14 JALLOWANCE FOR UNANTICIPATED GENERAL ACTIVITIES AL 1 $ 10,000.00 $ 10,000.00 SUBTOTAL PART A-GENERAL(Items Al thru A14) $ 592,339.20 Part B-STREET IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) B1 ASPH(AC-15P,HFRS-2P OR CRS-2P) GAL 50174 $ 2.55 $ 127,943.70 B2 AGGR(TY-PB GR-4S OR TY-PB GR-4)(SAC-B) CY 1220 $ 148.00 $ 180,560.00 B3 D-GR HMATY-B SAC-B PG64-22 TON 24209 $ 95.00 $ 2,299,855.00 B4 D-GR HMATY-D SAC-B PG70-22 TON 14191 $ 101.00 $ 1,433,291.00 85 FLEXIBLE PAVEMENT STRUCTURE REPAIR(2") SY 20563 $ 18.00 $ 370,134.00 B6 PLANE ASPH CONC PAV(2") SY 128518 $ 2.00 $ 257,036.00 B7 PLANE ASPH CONC PAV(4") SY 109837 $ 2.85 $ 313,035.45 B8 REMOVE METAL BEAM GUARD FENCE LF 100 $ 11.00 $ 1,100.00 B9 REMOVE TERMINAL ANCHOR SECTION EA 1 $ 276.00 $ 276.00 B10 ADJUSTING MANHOLES(STORM) EA 26 $ 1,980.00 $ 51,480.00 Bll ADJUST EXIST CURB INLET EA 55 $ 563.00 $ 30,965.00 B12 FURNISH AND INSTALL ROADSIDE TRAFFIC SIGN AND SUPPORT ASSEMBLY EA 62 $ 544.00 $ 33,728.00 (SCH 80-TRIANGULAR SLIPBASE) B13 FURNISH AND INSTALL ROADSIDE TRAFFIC SIGN ONLY EA 3 $ 178.00 $ 534.00 B14 REMOVE SM RD SN SUP&AM EA 48 $ 78.00 $ 3,744.00 B15 REMOVE SM RD SN SUP&AM(SIGN ONLY) EA 8 $ 56.00 $ 448.00 B16 REFL PAV MRKTY I(W)4"(BRK)(90 MIL) LF 7510 $ 0.40 $ 3,004.00 B17 REFL PAV MRK TY I(W)4"(DOT)(90 MIL) LF 80 $ 1.10 $ 88.00 B18 REFL PAV MRK TY I(W)4"(SLD)(90 MIL) LF 27750 $ 0.40 $ 11,100.00 B19 REFL PAV MRK TY I(W)8"(SLD)(90 MIL) LF 1285 $ 0.85 $ 1,092.25 B20 REFL PAV MRK TY I(W)12"(SLD)(90 MIL) LF 110 $ 2.20 $ 242.00 B21 REFL PAV MRK TY I(Y)4" (SLD)(90 MIL) LF 21280 $ 0.40 $ 8,512.00 B22 REFL PAV MRK TY I(Y)24"(SLD)(90 MIL) LF 20 $ 16.00 $ 320.00 B23 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)24"(SLD)(125 MIL) LF 702 $ 16.00 $ 11,232.00 B24 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)(ARROW)(125 MIL) EA 12 $ 194.00 $ 2,328.00 B25 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)(WORD)(125 MIL) EA 10 $ 278.00 $ 2,780.00 B26 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)18"(YLD TRI)(125 MIL) EA 9 $ 22.00 $ 198.00 B27 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)(BIKE ARW)(125 MIL) EA 25 $ 94.00 $ 2,350.00 B28 REFL PAV MRK TY C HEAT APPL PREFAB THERMO(W)(BIKE SYM)(125 MIL) EA 25 $ 206.00 $ 5,150.00 B29 REFL PAV MRK TY C HEAT APPLIED PREFAB PREFORM THERMO(W)(SHARED EA 2 $ 278.00 $ 556.00 LN MARKING)(125 MIL) B30 REFL PAV MRKR TY II-A-A EA 14 $ 4.45 $ 62.30 Bid Form 00 30 01-Page 2 of 3 Ocean Dr.-Phase 2A(Louisiana to Robert)-Project No.20272 Rev 8/2019 00 30 01 BID FORM Item DESCRIPTION UNIT ESTIMATED UNIT PRICE EXTENDED QUANTITY AMOUNT B31 REFL PAV MRKR TY II-C-R EA 447 $ 3.35 $ 1,497.45 B32 REFL PAV MRKR TY II-B-B EA 54 $ 4.45 $ 240.30 B33 PORTABLE CHANGEABLE MESSAGE SIGN DAY 200 $ 72.00 $ 14,400.00 B34 JALLOWANCE FOR UNANTICIPATED STREET IMPROVEMENTS AL 1 $ 25,000.00 $ 25,000.00 B35 I PRIME COAT(SS-1H) GAL 23568 $ 2.15 $ 50,671.20 SUBTOTAL PART B-STREET IMPROVEMENTS(Items B1 thru B31) $ 5,244,953.65 Part E-DRAINAGE IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) E1 REMOVE CONC(CURB&GUTTER) LF 1280 $ 15.00 $ 19,200.00 E2 6"CURB &GUTTER LF 1280 $ 64.00 $ 81,920.00 E3 BACKFILL CY 51 $ 180.00 $ 9,180.00 E4 ALLOWANCE FOR UNANTICIPATED DRAINAGE IMPROVEMENTS AL 1 $ 10,000.00 $ 10,000.00 SUBTOTAL PART E-DRAINAGE IMPROVEMENTS(E1 THRU E4) $ 120,300.00 Part F-WATER IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) F1 ADJUST EXIST WATER VALVE EA 41 $ 1,030.00 $ 42,230.00 F2 ALLOWANCE FOR UNANTICIPATED WATER IMPROVEMENTS AL 1 $ 5,000.00 $ 5,000.00 SUBTOTAL PART F-WATER IMPROVEMENTS(F1 THRU F2) $ 47,230.00 Part G-WASTEWATER IMPROVEMENTS(per SECTION 0129 01 MEASUREMENT AND BASIS FOR PAYMENT) G1 ADJUSTING MANHOLES(WASTEWATER) EA 28 1 $ 2,570.00-1 $ 71,960.00 G2 ]ALLOWANCE FOR UNANTICIPATED WASTEWATER IMPROVEMENTS AL 1 $ 5,000.00 $ 5,000.00 SUBTOTAL PART G-WASTEWATER IMPROVEMENTS(G1 THRU G2) $ 76,960.00 TOTAL PROJECT BASE BID(PARTS A,B,E,F,and G) $ 6,081,782.85 Bid Form 00 30 01-Page 3 of 3 Ocean Dr.-Phase 2A(Louisiana to Robert)-Project No.20272 Rev 8/2019 so �o o� A PH v AGENDA MEMORANDUM First Reading for the City Council Meeting August 25, 2020 "`1"852g9 Second Reading for the City Council Meeting September 8, 2020 DATE: August 25, 2020 TO: Peter Zanoni, City Manager FROM: Tracey Cantu, Interim Director of Park and Recreation TracevCOcctexas.com 361-826-3042 Kim Baker, Director of Contracts and Procurement KimB2(a)cctexas.com 361-826-3169 Material and Installation of Artificial Turf for Splash Pads CAPTION: Ordinance authorizing the purchase of artificial turf materials from The PlayWell Group, Inc. of Boerne, TX, for a total amount not to exceed $72,212.43 and a three- month service agreement for installation with PlayWorks Inc. of Boerne, TX, for a total amount not to exceed $93,316.82 for materials and installation of artificial turf for splash pads at three City parks, for a total amount not to exceed $165,529.25; appropriating funds from the unreserved fund balance of the Community Enrichment Fund; and amending the budget. SUMMARY: This item authorizes the purchase of artificial turf materials and a three-month service agreement for the installation of the artificial turf for splash pads and at three City parks through the BuyBoard Cooperative. BACKGROUND AND FINDINGS: The Parks and Recreation Department completed construction on June 19, 2020 on three new splash pads located at Lindale Park, Salinas Park, and Bill Witt Park. The splash pads have upgraded the park user experience and have been a huge hit with the public. Each splash pad provides 2,000 square feet of play area for children and two 18' x 17' concrete pads with a shade structure and seating for parents. During the successful soft openings staff monitored the users experience and recommend that the play area be extended beyond 2,000 square feet to improve safety. The ground areas beyond the concrete splash pad boundaries are of natural dirt. With continued use of the splash pad throughout the day, the dirt in the surrounding area eventually turns to mud. The mud is tracked onto the sidewalks, seating areas, and the splash pad play areas by park visitors where it makes its way down the drains and into the filtering system. As a result, the mud is causing excess maintenance to the splash pad filtration system which is not only hard on the equipment, but requires excess manhours of maintenance from staff having to backflush the system more frequently. Additionally, the mud is causing excess wear and tear on the mechanical system which could result in premature failure. Beyond the maintenance, the dirt/mud does not meet the standards for providing a great park user experience and is not aesthetic to the park grounds. The resolution calls for seed and fertilization of all dirt areas but this will not provide an immediate solution. City staff recommends the best course of action and an immediate solution to the mud issue, is to install artificial turf around the perimeter of the splash pad. Staff conducted a site visit with The Playwell Group who provided ideas to enhance the user experience at each splash pad location. Artificial turf installation is a quick and long-term, low maintenance solution that would provide an upgraded experience for park users by allowing them to bring blankets, folding chairs, and canopies without having to worry of ants, sticker burs, and other issues that a traditional South Texas lawn brings. Traditional sod installation would be a more inexpensive short-term solution, but the artificial turf installation would reduce department maintenance costs as the areas will no longer need to be mowed, trimmed, irrigated, and fertilized by maintenance staff. There is also a possibility that the runoff and overspray of the chlorinated water from the splash pad system could kill natural grass. The Playwell Group holds a BuyBoard cooperative contract and would also provide installation services so bids will not be necessary. This will help expedite the project and add value to the splash pads by improving the aesthetics and overall user experience. The Playwell Group is reputable and provided similar services to the City such as installing the artificial turf grass at the Oso Preserve Learning Center playground. The artificial turf has a life span of 12-15 years and comes with a one year installation warranty and 10 year material warranty. The artificial turf will be installed atop compacted limestone to allow for appropriate drainage. The installation of the artificial turf will run concurrently at the three splash pads. The splash pads will be closed for the season after October 1 , 2020 so interference of splashpad use will be minimal. This procurement is through the BuyBoard Cooperative. Contracts awarded through the BuyBoard Cooperative have been competitively procured in compliance with Local and State procurement requirements. ALTERNATIVES: Install traditional grass sod or allow the grass seed to grow. Staff does not recommend these options are they require a significant amount of irrigation and maintenance that will be required due to trying to establish grass during the summer season. City staff recommends artificial turf as a long-term solution. FISCAL IMPACT: The fiscal impact in FY 2020 is an amount of$165,529.25 with funding available from the Community Enrichment Fund. The Community Enrichment Fund has an amended budget of $6,533,317.49. To date there are expenditures of $1,430,352.17, encumbrances and commitments of 1 ,356,533.34, and an unencumbered balance of $3,746,431 .98. Upcoming major projects include Bill Witt Park, Cole Park Pier, and Oso Creek Hike and Bike Trail. Funding Detail: Fund: 4720 Community Enrichment Organization/Activity: 21300 Park Acg or Devel-U n restricted Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $54.393.23 Fund: 4720 Community Enrichment Organization/Activity: 21334 Brookdale Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $46,806.05 Fund: 4720 Community Enrichment Organization/Activity: 21421 Royal Creek Estates, Unit 1 Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $7,153.97 Fund: 4720 Community Enrichment Organization/Activity: 21374 Crossgate Linear Park Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $15,879.96 Fund: 4720 Community Enrichment Organization/Activity: 21319 The Coves At Lago Vista Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $40,046.04 Fund: 4720 Community Enrichment Organization/Activity: 21313 5 Barcelona Estates Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $1 ,250.00 RECOMMENDATION: Staff recommends approval of this motion authorizing the purchase of artificial turf materials from The PlayWell Group, Inc. and a three-month service agreement for installation with PlayWorks, Inc. as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement Oso Preserve Pictures for examples of turf Planned layouts for Bill Witt, Lindale, and Salinas Splash Pads Page 1 of 2 Ordinance authorizing the purchase of artificial turf materials from The PlayWell Group, Inc. of Boerne, TX, for a total amount not to exceed $72,212.43 and a three-month service agreement for installation with PlayWorks Inc. of Boerne, TX, for a total amount not to exceed $93,316.82 for materials and installation of artificial turf for splash pads at three City parks, for a total amount not to exceed $165,529.25; appropriating funds from the unreserved fund balance of the Community Enrichment Fund; and amending the budget. Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the purchase of artificial turf materials from The PlayWell Group, Inc. of Boerne, TX, for a total amount not to exceed $72,212.43 and a three-month service agreement for installation with PlayWorks Inc. of Boerne, TX, for a total amount not to exceed $93,316.82 for materials and installation of artificial turf for splash pads at three City parks, for a total amount not to exceed $165,529.25. SECTION 3. That funds in the amount of $165,529.25 are appropriated from the unreserved fund balance in the No. 4720 Community Enrichment Fund for the purchase of artificial turf materials from The PlayWell Group, Inc. and a three-month service agreement for installation with PlayWorks Inc. for materials and installation of artificial turf for splash pads at three City parks. SECTION 4. That Ordinance No. 031870, which adopted the FY 2019-2020 Operating and Capital Budget, is amended to increase proposed expenditures in the No. 4720 Community Enrichment Fund for the purchase of artificial turf materials from The PlayWell Group, Inc. and a three-month service agreement for installation with PlayWorks Inc. for materials and installation of artificial turf for splash pads at three City parks. 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 2020, 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 2020, 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 , 2020. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor City of Corpus Christi Contracts and Procurement Price Sheet Senior Buyer: Cindy Ramos Materials and Installation of Artificial Turf for Splash Pads Materials The PlayWell Group, Inc. Item Description Qty UOM Unit Price Total Bill Witt Park _ Xgrass Dynamic Pro Plus 6540 EA $ 2.52 $ 16,480.80 Cut Fee 13 EA $ 35.63 $ 463.19 Envirofill12/20 245 EA $ 18.56 $ 4,547.20 Turf Claw 75 11 EA $ 282.35 $ 3,105.85 Red Stripe Seam Tape 750" 1 EA $ 282.35 $ 282.35 Geotextile Fabric 6'x300' 2 EA $ 119.40 $ 238.80 Flexithane 736 Standard 8 EA $ 182.31 $ 1 ,458.48 SBR-PIP Buffing 52 1 Lump Sum $ 24.61 $ 1 ,279.72 IShipping and Handling 1 Lump Sum $ 2,109.47 $ 2,109.47 TOTAL $ 29,965.86 Lindale Rec Ctr X rass Dynamic Pro Plus 3825 EA $ 2.52 $ 9,639.00 Cut Fee 11 EA $ 35.63 $ 391 .93 Envirofill12/20 154 EA $ 18.56 $ 2,858.24 Turf Claw 75 7 EA $ 346.89 $ 2,428.23 Red Stripe Seam Tape 200" 2 EA $ 121 .01 $ 242.02 Geotextile Fabric 6'x300' 2 EA $ 119.40 $ 238.80 Flexithane 736 Standard 1 EA $ 182.31 $ 182.31 SBR-PIP Buffing 7 Lump Sum $ 24.61 $ 172.27 IShipping and Handling 1 Lump Sum $ 2,505.84 $ 21505.84 TOTAL $ 18,658.64 Salinas Park X rass Dynamic Pro Plus 5400 EA $ 2.52 $ 13,608.00 Cut Fee 13 EA $ 35.63 $ 463.19 Envirofill12/20 182 EA $ 18.56 $ 3,377.92 Turf Claw 75 7 EA $ 346.89 $ 2,428.23 Red Stripe Seam Tape 200" 2 EA $ 121 .01 $ 242.02 Geotextile Fabric 6'x300' 2 EA $ 119.40 $ 238.80 Flexithane 736 Standard 4 EA $ 182.31 $ 729.24 SBR-PIP Buffing 26 Lump Sum $ 24.61 $ 639.86 IShipping and Handling 1 Lump Sum $ 1 ,860.67 1 $ 1 ,860.67 TOTALI $ 23,587.93 GRAND TOTAL $ 72,212.43 Page 1 of 2 Installation PlayWorks, Inc. Item Description Qty UOM Unit Price Total Bill Witt Park Site Excavation 2180 cu. ft. $ 1.25 $ 2,725.00 Installation of XGrass 6540 sq. ft. $ 2.15 $ 14,061.00 Installation of EnviroFill Green- Infill 1220 6540 sq. ft. $ 2.15 $ 14,061.00 Installation of SBR-PIP Buffing 6540 sq. ft. $ 2.15 $ 14,061.00 Installation of Turf Claw 6540 sq. ft. $ 2.15 $ 14,061.00 Discount 1 ea $ 24,604.89 $ 24,604.89 TOTAL $ 34,364.11 Lindale Rec Ctr Site Excavation 1275 cu. ft. $ 1.25 $ 1,593.75 Installation of XGrass 3825 sq. ft. $ 2.15 $ 8,223.75 Installation of EnviroFill Green- Infill 1220 3825 sq. ft. $ 2.15 $ 8,223.75 Installation of SBR-PIP Buffing 3825 sq. ft. $ 2.15 $ 8,223.75 Installation of Turf Claw 3825 sq. ft. $ 2.15 $ 8,223.75 Discount 1 ea $ 6,341.34 $ 6,341.34 TOTAL $ 28,147.41 Salinas Park Site Excavation 1800 cu. ft. $ 1.25 $ 2,250.00 Installation of XGrass 5400 sq. ft. $ 2.15 $ 11,610.00 Installation of EnviroFill Green- Infill 1220 5400 sq. ft. $ 2.15 $ 11,610.00 Installation of SBR-PIP Buffing 5400 sq. ft. $ 2.15 $ 11,610.00 Installation of Turf Claw 5400 sq. ft. $ 2.15 $ 11,610.00 Discount 1 ea $ 17,884.70 $ 17,884.70 TOTAL $ 30,805.30 GRAND TOTAL $ 93,316.82 Page 2 of 2 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC SUS C GO SERVICE AGREEMENT NO. 3193 U Materials and Installation of Artificial Turf for Splash Pads ,NOp POR Ff� xs52 THIS Materials and Installation for Artificial Turf of Splash PadsPads Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation ("City") and PlayWorks, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Materials and Installation of Artificial Turf for Splash Pads in response to Request for Bid/Proposal No. COOP BuyBoard 592-19 ("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 Materials and Installation of Artificial Turf for Splash Pads ("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 three 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-month 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 $93,316.82, 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 1 of 7 Approved as to Legal Form March 9, 2020 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Jose Hernadez Department: Parks & Recreation Phone: 361-826-3986 Email: JoseHe@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form March 9, 2020 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own 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 3 of 7 Approved as to Legal Form March 9, 2020 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC 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: Roberta Rodriguez Title: Contract/Funds Administrator Address: 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3166 Fax: 361-826-3864 IF TO CONTRACTOR: PlayWorks, Inc. Attn: James D. Robertson Title: Principal Address: 203A State Hwy 46, E, Boerne, TX 78006 Phone: 210-381-3467 Fax: 972-488-0642 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form March 9, 2020 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC 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 5 of 7 Approved as to Legal Form March 9, 2020 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC 20. Limitation of Liability. The City's maximum liability under this Agreement is limited to the total amount of compensation listed in Section 3 of this Agreement. In no event shall the City be liable for incidental, consequential or special damages. 21. 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. 22. 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. 23. 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). 24. 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. 25. 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. 26. Public Information Act Requirements. This paragraph applies only to agreements that have a stated expenditure of at least $1 ,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form March 9, 2020 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC 27. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. CONTRACTOR D.r.Signed by: SignatureD739B112A50C2472.. MGS 0. Reticy S&& . James D. Robertson Printed Name: Title: Principal Date:8/18/2020 CITY OF CORPUS CHRISTI Kim Baker Director of Contracts and Procurement Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit l : RFB/RFP No. COOP BuyBoard 592-19 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form March 9, 2020 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC ATTACHMENT A: SCOPE OF WORK 1. General Requirements/Background Information Contractor shall provide labor, equipment, and tools necessary to install a total of 9,700 square feet of artificial turf around the perimeter of the concrete splash pads for Bill Witt Park, Lindale Park and Salinas Park located in Corpus Christi, Tx. 2. Scope of Work A. Bill Witt Park - 6869 Yorktown Blvd - Contractor shall Install 4,085 square feet of artificial turf around the perimeter of splash pad and sidewalks. Square footage is to include two mound areas. B. Lindale Park - 3133 Swantner St. - Contractor shall install 2,565 square feet of artificial turf around the perimeter of splash pad and sidewalks. Square footage is to include two mound areas. C. Salinas Park- 1354 Airport Rd. - Contractor shall install 3,050 square feet of artificial turf around the perimeter of splash pad and sidewalks. Square footage is to include two mound areas. D. Special Requirements 1 . Parks and Recreation shall be responsible for removing all organic material and organic debris for site preparation for aggregate base installation. 2. Contractor shall set and pack aggregate base. The area should be smooth and graded to allow for proper drainage. 3. Contractor shall fasten turf to pressure treated nailer boards using proper industry standard methods. 4. Contractor shall ensure turf is not installed over any ground level mechanical access covers leaving them inaccessible without damage to the artificial turf. 5. Contractor shall use proper industry standard methods to ensure all seams are properly connected and not visible. 6. Envirofill shall be added to turf to ensure product remains in place and increase life space of product. 7. Contractor shall provide a one-year warranty on installation. 8. Contractor shall schedule installations through the Contract Administrator. 9. Contractor shall install the artificial turf per manufacturer's instructions. 10.Contractor shall provide all labor and equipment to complete installation of the artificial turf. 11 .Contractor shall maintain a clean and safe worksite at all times. 12.Contractor shall clean worksite and haul excess dirt, debris, packaging, etc., during and upon completion of artificial turf installations. 13.Contractor shall be responsible for any damages to existing Playgrounds during the installation of artificial turf. Page 1 of 2 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC 3. Insurance and Bonds Insurance will be required as outlined in the contract. Payment and Performance bonds will also be required for 100% of the construction amount of the project. Insurance and bonds must be maintained throughout the term of the contract. Page 2 of 2 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC r%i lir,i iivii.,v i J: BID/PRICING FORM www.playwellgroup.com INSTALLATION QUOTE PlayWor 800-726.1816 QUOTE# PlayWorks,Inc. 505-296.8900(fax) 8/14/2020 6674 Athletic,Park,and Playground Equipment Serving Colorado,Texas,New Mexico,Oklahoma,and Arkansas since 1988 BILL TO: INSTALLATION SITE: City of Corpus Christi City of Corpus Christi Accounts Payable Bill Witt Park PO Box 9277 6869 Yorktown Boulevard Corpus Christi,TX 78469 Corpus Christi,TX 78414 Phone: (361)826-3475 Phone: (361)826-3483 CUST. PO# TERMS SALES REP COUNTY QUOTE EXPIRATION NET 30 JDR NUECES 9/13/2020 ITEM DESCRIPTION QTY LIST PRICE TOTAL BUY#592-19 BUYBOARD CONTRACT#592-19 EXPIRES 09/30/2020 0.00 0.00 BILL WITT PARK-INSTALLED BY EXGRASS INSTALL XGRASS TURF REMOVAL&REPLACMENT OF XGRASS DYNAMIC 6,540 2.15 14,061.00 PRO PLUS(SQUARE FEET) INSTALL XGRASS SITE EXCAVATION(CUBIC YARD) 2,180 1.25 2,725.00 INSTALL XGRASS TURF REMOVAL&REPLACEMENT OF ENFIROFILL 6,540 2.15 14,061.00 GREEN-INFILL(SQUARE FEET) INSTALL XGRASS TURF REMOVAL&REPLACMENT OF SBR-PIP BUFFING 6,540 2.15 14,061.00 (SQUARE FEET) INSTALL XGRASS TURF REMOVAL&REPLACMENT OF TURF CLAW 6,540 2.15 14,061.00 (SQUARE FEET) DISCOUNT DISCOUNT -24,604.89 -24,604.89 QUOTE VALID FOR 30 DAYS. Install will be ordered upon receipt of written TOTAL $34,364.11 approvals and/or deposit. PLEASE REMIT PAYMENT TO: PLAYWORKS, INC. 203A STATE HIGHWAY 46 EAST Docusigned by: BOERNE, TX 78006 8/18/2020 h�awtc S Date Signature 7396112A5oc2472.,. Page 1 of 3 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC www.playwellgroup.com INSTALLATION QUOTE PlayWor 800-726.1816 QUOTE# PlayWorks,Inc. 505-296.8900(fax) 8/14/2020 6677 Athletic,Park,and Playground Equipment Serving Colorado,Texas,New Mexico,Oklahoma,and Arkansas since 1988 BILL TO: INSTALLATION SITE: City of Corpus Christi City of Corpus Christi-Lindale Recreation Accounts Payable Jesse Balderaz PO Box 9277 3133 Swanter Drive Corpus Christi,TX 78469 Corpus Christi,TX 78404 Phone: (361)826-1936 Phone: (361)826-3483 CUST. PO# TERMS SALES REP COUNTY QUOTE EXPIRATION NET 30 JDR NUECES 9/13/2020 ITEM DESCRIPTION QTY LIST PRICE TOTAL BUY#692-19 BUYBOARD CONTRACT#692-19 EXPIRES 09/30/2020 1 0.00 0.00 DELIVERED AND INSTALLED BY XGRASS INSTALL XGRASS TURF REMOVAL&REPLACEMENT OF XGRASS DYNAMIC 3,826 2.16 8,223.76 PRO PLUS (SQUARE FEET) INSTALL XGRASS SITE EXCAVATION 1,276 1.26 1,693.76 (CUBIC YARD) INSTALL XGRASS TURF REMOVAL&REPLACEMENT OF ENVIROFILL 3,826 2.16 8,223.76 GREEN-INFILL 1220 (SQUARE FEET) INSTALL XGRASS TURF REMOVAL&REPLACEMENT OF SBR-PIP BUFFING 3,826 2.16 8,223.76 (SQUARE FEET) INSTALL XGRASS TURF REMOVAL&REPLACMENT OF TURF CLAW 3,826 2.16 8,223.76 (SQUARE FEET) DISCOUNT DISCOUNT -6,341.34 -6,341.34 QUOTE VALID FOR 30 DAYS. Install will be ordered upon receipt of written TOTAL $28,147.41 approvals and/or deposit. PLEASE REMIT PAYMENT TO: PLAYWORKS, INC. 203A STATE HIGHWAY 46 EAST BOERNE, TX 78006 Docusigned by: 8/18/2020 LtB-1-1 Date Signature �As4rzll7�_. Page 2 of 3 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC www.playwellgroup.com INSTALLATION QUOTE PlayWor 800-726.1816 QUOTE# PlayWorks,Inc. 505-296.8900(fax) 8/14/2020 6678 Athletic,Park,and Playground Equipment Serving Colorado,Texas,New Mexico,Oklahoma,and Arkansas since 1988 BILL TO: INSTALLATION SITE: City of Corpus Christi City of Corpus Christi-Salinas Park Accounts Payable Jesse Balderaz PO Box 9277 1354 Airport Boulevard Corpus Christi,TX 78469 Corpus Christi,TX 78405 Phone: (361)826-1936 Phone: (361)826-3483 CUST. PO# TERMS SALES REP COUNTY QUOTE EXPIRATION NET 30 JDR NUECES 9/13/2020 ITEM DESCRIPTION QTY LIST PRICE TOTAL BUY#592-19 BUYBOARD CONTRACT#592-19 EXPIRES 09/30/2020 1 0.00 0.00 INSTALLED AND DELIVERED BY XGRASS INSTALL XGRASS TURF REMOVAL&REPLACEMENT OF XGRASS DYNAMIC 5,400 2.15 11,610.00 PRO PLUS(SQUARE FEET) INSTALL XGRASS SITE EXCAVATION(CUBIC YARDS) 1,800 1.25 2,250.00 INSTALL XGRASS TURF REMOVAL&REPLACEMENT OF ENVIROFILL 5,400 2.15 11,610.00 GREEN-INFILL(SQUARE FEET) INSTALL XGRASS TURF REMOVAL&REPLACEMENT OF SBR-PIP BUFFING 5,400 2.15 11,610.00 (SQUARE FEET) INSTALL XGRASS TURF REMOVAL&REPLACEMENT OF TURF CLAW 5,400 2.15 11,610.00 (SQUARE FEET) DISCOUNT DISCOUNT -17,884.70 -17,884.70 QUOTE VALID FOR 30 DAYS. Install will be ordered upon receipt of written TOTAL $30,805.30 approvals and/or deposit. PLEASE REMIT PAYMENT TO: PLAYWORKS, INC. 203A STATE HIGHWAY 46 EAST oocusignea by: BOERNE, TX 78006 8/18/2020 1awtc Date Signature Page 3 of 3 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability Including: $1 ,000,000 Per Occurrence 1 . Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $1 ,000,000 Combined Single Limit 1 . Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. Page 1 of 3 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. Page 2 of 3 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2019 Insurance Requirements Ins. Req. Exhibit 4-13 Contracts for General Services - Services Performed Onsite 04/26/2019 Risk Management - Legal Dept. BOND REQUIREMENTS: Payment and Performance bonds will also be required for 100% of the construction amount of the project. Insurance and bonds must be maintained throughout the term of the contract. Page 3 of 3 DocuSign Envelope ID:99707C08-9777-4561-99EC-CB67CCD083FC ATTACHMENT D: WARRANTY REQUIREMENTS 1 year- Workmanship Page 1 of 1 x a d <i. i M �. i p Y mill I i M 16, Wr I A ,ate i' + � �'��• r��rG)�alr �1U('�t�.r • °�. iii '�•- � �� �l4 �� i�,1 .A 4� + 'lli n •�fi S�<�z�� wi I,,.0 ' O lm lit, II n J µ G6 PA a d �W�,, • ti P r f � Qf SYNTHETIC TURF PRGPOSA, CORPUS CHRI STI TX 5 34.2020 T PLAN VI'I M UNDALZ )(GRASS YX -SYNTHETIC TURF PROPOSAI covacmemix 5,30-2020 PLAN VIEW s PROPOSALSYNTHETIC TURF